Work-Integrated Learning (WIL), in a broad understanding of the concept, is here regarded as a process that takes place in between work, academia and society. This paper deals with this in between because it is an important yet often neglected area that can and should be taken in to consideration much more when one talks about WIL. Proposals for an epistemology (a theory of how knowledge is produced) that can be used to gain a better understanding of how to make use of this in between can be found in the writings of the French philosophers Gilles Deleuze and Felix Guattari, where they argue for the importance of making a distinction between a discussion and a conversation. With inspiration from Deleuze and Guattari this paper puts forward understandings of what it means to think in terms of in between. Another important theme is the question of how to think of the world as an open ended process of becoming. The paper is also putting forward examples on how to create and mainta in in between spaces for learning, and how to organise and make visible the learning outcomes that are generated there. To make use of the concept of WIL I argue that it is important to regard it as a constant process of interaction and becoming. Equally important is it to understand that the actual outcome of this process, by definition, can’t be determined in advance! What this paper tries to do is to develop the theoretical foundation of WIL, and also disseminate the insight that WIL is, and must be regarded as an open ended process, based and dependent on the collaboration between different actors. In other words, for learning to occur in between, we need an epistemology that everyone understands and adheres.