Surprise is of great value for learning, especially in cases where deep-seated preconceptions and assumptions are upset by vivid demonstrations. In this essay, Jonathan Adler explores the ways in which surprise positively affects us and serves as a valuable tool for motivating learning. Adler considers how students' attention is aroused and focused self-critically when their subject matter-related expectations are not borne out. These "surprises" point students toward discoveries about gaps or weaknesses or false assumptions within their subject matter understanding; as a result, students become internally motivated to correct their errors and to seek better understanding, rather than merely responding to external mandates imposed by a teacher, institution, or other authority. In this essay Adler argues persuasively that the use of surprise in teaching, both as a pedagogical tool and a topic of study, offers many educational advantages and benefits for learning.