Project-based learning offers promise as an instructional method that affords authentic learning tasks grounded in the personal interests of learners. While previous research has presented results of learning gains, motivations, and teacher experiences, limited empirical research has presented student perspectives in project-based learning. This research sought to explore how learners created projects. A qualitative case study design was employed with five purposively selected participants from eighth grade geography at a private day school. From interviews, observations, and document collection, five themes emerged from what influenced participants' projects and what the participants learned: (1) internal influences, (2) external influences, (3) beliefs about projects, (4) tools for technology-rich environments, and (5) learning outcomes and products. The first four themes describe influences to shape the fifth theme, learning products. The term learning products was used to describe both the learning acquired by the participants and the learning artifacts the participants produced as part of the instructional unit. Implications for practice and future research are considered.