Purpose: Clinical education is an important and significant element of professional physical therapy curricula. Despite the development of clinical assessment tools, research has found that these assessments do not always accurately reflect student performance. In addition, clinical instructors (CIs) feel unprepared and reluctant to fail underperforming students. The progression of underperforming students to independent practice poses a safety concern to patients. This study sought to understand clinical educators’ perspectives on the challenges of failing underperforming students. Methods/Description: A qualitative explorative study design was used. Four focus groups representing both inpatient and outpatient physical therapy services were conducted. Participants were provided informed consent, assured anonymity and asked not to speak over one another. Discussions were recorded and transcribed verbatim into text. A conventional content analysis approach was used to analyze the data. Two researchers read the data repeatedly to gain a sense of immersion. The researchers collaborated to develop codes representative of the data set. Coded data was then separated into larger categories in effort to organize data into meaningful clusters. Results/Outcomes: Focus group data revealed four broad categories related to why clinicians hesitate to fail underperforming students. Categories included: the clinical instructor’s internal conflict, discomfort with potential ramifications to the clinical site or clinical instructor, unclear communication and/or expectations with the affiliated University, and student characteristics. Descriptive data within each category will be presented. Conclusions/Relevance to the conference theme: CIs face many challenges in the assessment of students, feeling unprepared, unsupported and reluctant to fail underperforming students. As the first study to explore the failure to fail phenomenon within the physical therapy community, this study serves as a foundation for greater exploration. The results of this study serve to inform stakeholders on the perceived barriers to failing underperforming students in hopes eliciting further discussions and research to solve this widespread issue. Future clinical instructor training should include discussions around the impact of failing a student, including the potential benefits to the profession, patients and their families and the possible negative and positive effects on a student. Acknowledging and overcoming these challenges will help enhance the role of the clinical educator as a student mentor.