Introduction: A selection from the project named Promoting Healthy Life Styles and Habits at the UERJ College of Nursing, where the professors departed from the following question: if we contribute to nurses’ education, whose essence is care-taking, can we teach them, while taking care and doing research? Objectives: To discuss care-taking learning-teaching process in the development of the project and analyze how students express the experience of developing research and learning care-taking at the same time.Methodology: Descriptive research of qualitative nature, whose subjects were six students. Data was collected in March 2009 through interviews. The theoretical basis was Paulo Freire’s concepts on education and educational process and Pedro Demo’s concepts on research. Data was submitted to content analysis. The following categories are found in the results:care-taking learning-teaching process, the influences of studying in the learning-teaching process and the experience of learning care-taking and researching through research. The conclusion was that, it is by getting along together, interacting in the same space, researching, teaching and learning, that nursing students learned the care-taking concepts – they went through a transformation process and will certainly help transform other subjects.