In this paper, we describe and investigate three aspects of learning mathematics: intention, approach and outcome. These aspects have emerged from interviews with students where their experience of learning mathematics, their understanding of mathematics as a discipline field, and their perception of work as a mathematician were the objects of study. We focus here on the complex nature of the students' intentions for learning, approaches to learning and outcomes of learning. We present a theoretical model based on our research findings, aiming to build on and expand earlier descriptions of students' learning approaches, such as the surface and deep approach of Marton and Saljo (1976) and the 3P model of Biggs (1999). © National Science Council, Taiwan 2005.