The hardest part about developing an understanding of museum audiences, both physical and virtual, isn’t understanding who is visiting, but understanding what visitors take away with them from their visit. This paper reports on an on-line survey that explored the latter question by focusing very specifically on issues of motivation. Why do people visit a museum Web site, and how do these motivations affect their experience with the site, and the learning or meaning-making that may happen as a result of their visit? By understanding the links between motivation and meaning-making, museum professionals will be able to provide more effective and more enriching on-line experiences for their visitors.