Think-aloud, pretest, posttest, and self-efficacy data collected from 85 undergraduates were used to examine factors related to learning with hypermedia. Participants, randomly assigned to either the No Scaffolding (NS) condition or Conceptual Scaffolding (CS) condition, were given 30 minutes to learn about the circulatory system with hypermedia. Participants in the NS condition received an overall learning goal during the hypermedia learning task, while participants in the CS condition received five guiding questions in addition to the same overall learning goal during the hypermedia learning task. There are four findings from this study. First, results from the pretest and posttest indicated that prior domain knowledge significantly predicted both declarative and conceptual knowledge learning outcomes with hypermedia. Second, results from the self-report self-efficacy questionnaire indicated that while self-efficacy significantly fluctuated during learning, the provision of conceptual scaffolds was not related to this fluctuation. Third, results from a think-aloud protocol indicated that self-efficacy significantly predicted monitoring and planning processes, but not strategy use during the hypermedia learning task. Fourth, results from a think-aloud protocol also indicated that self-regulatory processes (particularly processes related to monitoring) significantly predicted conceptual and declarative learning outcomes. Educational and scientific implications are discussed.