Empowerment is a critical aspect of the education of the Advanced Practice Nurse (APN). This paper reports a study which asked for feedback from APN students about their experience of feelings of empowerment and powerlessness in their graduate program. Learning which was driven by the student's interest, which respected and valued their experience and which guided them in defining and pursuing individual goals was empowering. Powerlessness was experienced when faculty controlled the process, were demeaning about students' abilities and when learning was not connected to their goals. Advanced Practice Nurses (APN) are in great demand for the emerging health care system. It is critical that students graduate well prepared to face the challenge of today's health care environment. An overarching objective of advanced practice is to enable patients to take control and be responsible for their own health needs, to empower them to care for themselves. The connection between the empowerment of APNs and their ability to empower their patients is unclear. The relationship between the way APN students are treated and how they treat their patients when they graduate is also not known. This investigation looked at what elicited feelings of powerlessness and empowerment in students as a first step in understanding the process. This paper describes a pilot study which elicited student experiences in their graduate program which engendered feelings of empowerment or powerlessness. The study was a replication of Chandler's previous work with staff nurses. It is hoped that this information will provide a framework for a knowledge base to develop educational strategies which will empower the APN student.