The purpose of this research is to explore how older adults learn through play, which I denote as elder play. There is little research on how adults learn through play. This preliminary research uses grounded theory to analyze how six older motorcyclists learn through their play. Six themes emerge that are common to all interviewees: They are passionate about this hobby, active and continuous learners, intrinsically motivated to excel, social learners, able to relax through play, and aroused by the challenge. Also they do not frame or intentionally consider what they do is learning per se, rather it is an essential part of being good at motorcycling and sustaining their ability to do this sport. This research uses Bandura's social learning and Marsick and Watkins's informal and incidental learning to explain how older adults learn and their motivation to learn.