The phase transformations and compositional changes occurring during thermo-mechanical processing and subsequent high temperature ageing of Ti-5Al-5Mo-5V-2Cr-1Fe (wt.%) were investigated using scanning transmission electron microscopy (STEM) and atom probe tomography (APT). High resolution STEM revealed nano-sized α (<10 nm) and athermal ω (∼1-3 nm) formed during accelerated cooling from 800°C and slow heating to an ageing temperature of 650°C. Nuclei of α were found to form heterogeneously in the β matrix as well as at the ω phase. APT revealed pronounced Mo compositional fluctuations in the β matrix. No direct connection was established between Mo-rich or Mo-lean regions and α or ω nuclei. APT also failed to detect the ω phase, which supports theories that it forms by a shuffle mechanism, without any compositional difference from the β phase. Very small α particles, after initial ageing, showed only a minute change in composition with respect to the β matrix, indicative of a displacive-diffusional transformation. With further ageing, growth of the α lamellae was accompanied by compositional changes according to the diffusion rates of β-stabilising elements. Pile-up of the slowest diffusing solutes (Mo, V) at the α/β interface were pronounced in the initial stages of ageing. The best combination of mechanical properties (1200 MPa ultimate tensile strength with 15% total elongation) was recorded after 3.6 ks of ageing.