In this presentation, I will discuss a phenomenon I have observed in my continuing education (CE) class, where more than half of my class are mature and older learners. Many of them are retired, with time and freedom to fully engage with the coursework. I will explore their motivations and goals for returning to an art classroom. I will also share how critique functions differently for this continuing education community, the limitations I have encountered with existing pedagogical models, and the insights I learned from my CE students, which I now bring back into my undergraduate classes.