Adults seek out learning experiences in order to adapt to specific life-changing events such as marriage, divorce, a new job, a promotion, being laid off, retiring, losing a loved one, or moving to a new city (Yopp, 2007; Zemke & Zemke, 1984). It has been suggested that student retention is one of the greatest weaknesses of online education (Allen & Seaman, 2006; Berge & Huang, 2004; Carini, Kuh, & Klein, 2006; Carr, 2000; Frankola, 2001; O'Brien & Renner, 2002; Oehlkers & Gibson, 2001; Osborn, 2001; Parker, 1999; Rovai, 2003; and Scalese, 2001). This qualitative case study investigated eight mothers in an undergraduate distance education program in relation to self-directed learning (SDL) as a theoretical framework. Attrition is costly to an institution as well as the individual learner. By pinpointing characteristics that lead to attrition, faculty and staff at institutions around the country will have a better understanding of how to interact with students who are possible non-completers. This study found that while participants displayed some of the characteristics described in the literature as being important for success in a self-directed, online environment, their experiences did not always conform to that described by other researchers. In addition, issues on retention were addressed and suggestions for administrators and program developers who are currently responsible for online course development or plan on developing an online program in the near future. Themes presented will allow program administrators to better assess the needs of women and mothers in particular, when developing and assessing online courses. It will also assist in the development of successful retention strategies that would support specific student populations such as women with children in continuing their education. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]