Many social enterprises aim to transition disadvantaged people into mainstream employment; they are engaged in commercial activity underpinned by a social mission. They provide training in life and work skills to develop capability, defined as ability to achieve. They are spaces apparently available not only to develop socially and economically useful capability, but also to promote social inclusion and well-being. This article develops understanding of how social enterprises perform their dual role by drawing on two theoretical frameworks. Situated learning theory is used to explore the work-based learning aspect of social enterprises, whereas spaces of well-being theory is used to explore the social aspect of their missions, where capability is one aspect of well-being. Qualitative data of participants' experiences in two Australian social enterprises are used to develop a model which depicts capability development through situated learning in multiple communities of practices within a space of well-being created by the social enterprise. Opportunities provided by communities of practice and features of spaces of well-being can facilitate participants' capability realisation and transfer.