In this article, we aim to provide a developmental approach to understanding adult students’ learning experiences of undertaking university-level study to completion at an open university, by employing a notion of “becoming”. With the rapid growth of a number of online course offerings, there are an increasing number of adult learners entering or returning to universities. Despite the growing number of non-traditional adult students in online higher education, little is known about the dynamic processes of adult distance learning, through which adult students struggle to develop their learning ability, to balance their life and study, and to become self-regulated learners – ultimately competent selves and lifelong learners. Therefore, this article describes ten adult students’ learning experiences from their enrolment in a distance programme to their completion of the programme many years later and deconstructs common assumptions of adult distance learners: namely, that they are a homogenous group with intrinsic and static characteristics that spring from their adultness or matureness.