The purpose of this study was to use a grounded theory, qualitative approach to gain a deeper understanding of students’ self-regulated learning processes in a required first-year gateway Anatomy and Physiology (A&P) course that is critical for success in health care-related academic programs and professions. At the end of a two-semester sequence in A&P, students were recruited to participate in individual 30-minute semi-structured interviews based on questions related to their metacognitive beliefs and behaviors. Investigators reviewed verbatim transcripts from 25 primarily first-year students and identified four major themes: 1) career orientation, 2) relevance of Anatomy and Physiology, 3) success as the ability to earn good grades, as well as retention and ability to apply materials, and 4) student behaviors referring to the learning and metacognitive strategies reported by students. Within the theme of student behaviors, four sub-themes emerged: collaborative work with peers, self-responsibility, self-awareness, and evolution as learners. The results of this study will help investigators to design and implement strategies to improve success in this course for pre-health professional students.