The author proposes a theory of how physicians learn that uses clinical problem solving as its central feature. His theory, which integrates insights from Maslow, Schön, Norman, and others, claims that physicians-in-training and practicing physicians learn largely by deriving insights from clinical experience. These insights allow the learner to solve future problems and thereby address the learner's basic human needs for security, affiliation, and self-esteem. Ensuring that students gain such insights means that the proper roles of the teacher are (1) to select problems for students to solve and offer guidance on how to solve them, and (2) to serve as a role model of how to reflect on the problem, its solution, and the solution's effectiveness. Three principles guide instruction within its framework for learning: (1) learners, whether physicians-in-training or practicing physicians, seek to solve problems they recognize they have; (2) learners want to be involved in their own learning; and (3) instruction must both be time-efficient and also demonstrate the range of ways in which students can apply what they learn. The author concludes by applying the theory to an aspect of undergraduate education and to the general process of continuing medical education.