Students' orientations to learning, their perceptions of gain from their studies at Great Britain's Open University, and their development as learners were studied. Thirty students were followed from their first university course, the Social Science Foundation Course, through their two subsequent years of study, using in-depth interviews to describe their experiences. It was found that students are not merely more or less motivated to study, but are motivated to qualitatively different things. Students' orientations to learning were classified as academic, vocational, and personal, and each of the orientation categories were divided into subtypes according to whether students were primarily interested in the content of the course (intrinsic interest) or meeting degree requirements (extrinsic interest). To illustrate cases where students had more than one orientation, student comments are included. Student perceptions of five types of gains after the first year of study are considered: knowledge about new subjects, making sense of society, the growth of skepticism, a broadening and perception of change in oneself, and learning how to approach academic courses. In terms of students' development as learners, attention is briefly directed to students' growing confidence and their increasingly strategic or selective pattern of study. (SW)