What makes good language learners tick? What do they do that poor learners don't do? Could we help the poor learner by teaching them some of the good learners' tricks? To forestall disappointment, let it be said at the beginning that this study does not provide definite answers to these very legitimate questions. Nevertheless, we believe it has been worth undertaking. The nature of second language learning is extremely complex and a great deal of research is needed to improve our understanding of it. In spite of much theorizing, very little has been done to study its processes directly and empirically. This study constitutes a beginning.We set out to discover the strategies of good language learners; they proved hard to identify. But along the way we discovered other things which may help us to understand second language learning processes better. We therefore hope our study will be useful as a basis of further investigation. We also hope our observations will be useful not only to researchers, but also to teachers and to those who make language teaching policy. A study of this kind is not undertaken with language teaching policy and practice specifically in mind; it focuses on the leaner, not the teacher; but we realize that its final justification is its influence on the quality of second language teaching and learning. We urge the reader not to expect immediately applicable results. Language pedagogy needs resolution of some of the more basic issues. This study is a first approach to one such issue, the nature of second language learning. Certain parts of this study are frankly technical and are intended for readers interested in research on learning and, more specifically, in research on second language learning. But the rest, we hope, will be accessible and useful to teachers, student teachers, teacher trainers, and administrators interested in the topic. Good language teachers have, of course, an intuitive understanding of language learning. What is lacking is a . systematic understanding. We hope, therefore, that experienced practitioners and students teachers alike will find these explorations thought-provoking and helpful.