The objective of this study was to model recall and learning on the Auditory Verbal Learning Test using latent growth curve techniques. Participants were older adults recruited for the ACTIVE cognitive intervention pilot. A series of nested models revealed that an approximately logarithmic growth curve model provided optimal fit to the data. Although recall and learning factors were statistically uncorrelated, a fitted multivariate model suggested that initial recall was significantly associated with demographic characteristics but unrelated to health factors and cognitive abilities. Individual differences in learning were related to race/ethnicity, speed of processing, verbal knowledge, and global cognitive function level. These results suggest that failing to recognize initial recall and learning as distinct constructs clouds the interpretation of supraspan memory tasks.