This is the second in a series of four papers that aims to crystallise ideas for change in areas where, we believe, new thinking is required. The first paper focused on the NHS estate and subsequent papers will focus on the use of technology; and the role of patients and service users. The papers draw on ideas generated by seminars, discussions with experts and feedback from the Time to Think Differently programme. We need to think differently about the workforce of a future health and social care system. This paper outlines the key challenges and suggests some priority areas for action.