During their master's degree work, cohorts of adult graduate students participated in a common learning task in which they listed their factors of good and bad learning experiences. The lead author collected these factors from students over the course of 3 years. The purpose of our inquiry was to examine and document what adult graduate students listed as factors contributing to good and bad experiences in adult learning classrooms. The finding revealed emergent high-frequency themes that were identified and named relating to student experience (Student Self), perceptions of and experience with instructors (Instructors), and respondent's content learning (Course Content). Each factor was sorted into themes; frequency count analysis of factors from both good and bad lists identified three strong subthemes--Respect, Safety, and Engagement. Overall, adult graduate student voices call for attention to the affective domain of learning when designing and implementing active and engaged experiences for adult learners.