Increasing interest is now being focused on how adults learn from experience, but there is no adequate framework to assist learners and those who facilitate learning-promote learning in the midst of experience. This paper provides a way of conceptualising experience-based learning which considers the personal foundation of experience of learners, their intent and their interaction with a learning milieu. Two elements of the learning experience-noticing and intervening-are discussed in detail. The implications for the facilitation of learning are explored.