We report the thermoresponsive assembly and rheology of an amphiphilic thermosensitive graft copolymer, poly(ethylene glycol)-graft-(poly(vinyl caprolactam)-co-poly(vinyl acetate)) (commercial name Soluplus®), which has been investigated for potential biomedical applications. It has received attention due to is ability to solubilize hydrophobic drugs and for its thickening behavior close to body temperature. Through use of the synchrotron at Brookhaven National Lab, and collaboration with the department of energy, the nanoscale structure and properties can be probed in greater detail. Soluplus®undergoes two structural changes as temperature is increased; the first, a concentration independent change where samples become turbid at 32 °C. Increasing the temperature further causes the formation of physically associated hydrogels. This sol-gel transition is concentration dependent and occurs at 32 °C for 40 wt% samples, and increases to 42 °C for 10 wt% samples. From variable temperature SAXS characterization micelles of 20-25 nm in radius can be seen and maintain their size and packing below 32 °C. A gradual increase in the aggregation of micelles corresponding to a thickening of the material is also observed. Close to and above the gelation temperature, micelles collapse and form a physically associated 3D network. A model is proposed to explain these physical effects, where the poly(vinyl caprolactam) group transitions from the hydrophilic corona at room temperature to the hydrophobic core as temperature is increased.