The article sets out to understand how academically successful students learn. Self-regulated learning theory is used as a lens to explicate the learning strategies adopted by a cohort of academically successful dentistry students. Data were collected from self-report interviews, observations of individual student's learning in a quasi-realistic context, and post-observation interviews. Discussion focuses on the cognitive and metacognitive strategies adopted by these students, and highlights the way in which positive motivation supported their use of these strategies, especially when learning was challenging. The paper concludes by drawing on these findings to argue for appropriate ways to support effective learning for all students. (Contains 1 table.)