Background: While many have suggested strategies to resolve the nursing shortage, few have considered inactive registered nurses (RNs). Purpose: The purpose of this study was to explore reasons RNs leave nursing practice and to identify incentives necessary to attract inactive RNs to return to nursing practice. Theoretical Framework: Herzberg's Two Factor (Hygienes and Motivators) theory was utilized. Methods: Advertisements were purchased in State Board of Nursing newspapers in 13 states across the U.S. Nurses who are licensed RNs but not currently employed as RNs were invited to participate. A total of 127 subjects completed the electronic survey by accessing the URL posted in the ad, representing at least 70% of the regions queried. Quantitative data were analyzed using SPSS and qualitative data were coded and analyzed using manifest content analysis. Preliminary Findings: Hygienes, including high patient to nurse ratios, stress and insecurity surrounding quality of care, were major reasons RNs left practice (52%). Motivators, such as preferences for practice areas and family needs were also described as reasons RNs left practice. Working conditions, security, money, policies and administration would motivate RNs to return to practice. Approximately 26% expressed concern that shifts were too long and full-time is required. Many nurses (20%) described their discomfort with a lack of mastery of cutting edge technology. The RNs requested a review of medications, health assessment, basic skills, intravenous insertion and IV medications to feel confident and competent to re-enter the workforce. Conclusions: Those wishing to entice inactive licensed nurses to practice need to offer competitive wages, incentives such as attractive benefits, flexible hours, and part-time opportunities. Enhancing employer-employee relationships is imperative. Innovative job opportunities should be considered. Nurses need to feel valued and be recognized for their knowledge, expertise, and willingness to learn in order to maximize positive patient outcomes and nurse retention.