Residential colleges in large, public research universities purport to create a small liberal arts environment with the resources of a major university, but little empirical attention has been paid to their claims of effectiveness. This study examined one facet of the liberal arts ideal, the development of lifelong learners. Hierarchical Linear Modeling was utilized to examine student characteristics, residential college environments, and cross-level interactions. Findings illustrate that students' motivations, coupled with an ethos of academic challenge and faculty/student interaction in their residential college environment, were associated with developing lifelong learners. Findings and implications are discussed in the context of existing research. (Contains 4 tables.)