The purpose of this study was to investigate student learning experiences with online instructional videos. Drawing upon qualitative interviews and user experience talk-throughs, this paper argues that students do not necessarily experience online instructional videos (and other types of course content) as discrete elements, or differentiate them from other aspects of the course. The implications are that students have significant agency in these online environments and their meaning-making of instructional content may not align with designers' intentions. In addition, the times and contexts in which students view instructional videos shifts (e.g. between home and commuting). The emerging findings have design implications related to the creation of learning environments in online spaces, such as fully integrating content within the instructional design of a course and focusing on the digital contexts in which educational content is embedded.