This paper describes three models of brain function, each of which contributes to an integrated understanding of human learning. The first model, the up-and-down model, emphasizes the interconnection between brain structures and functions, and argues that since physiological, emotional, and cognitive responses are inseparable, the learning context is important to learning outcomes. The second model, the side-by-side model, is based on the differences between the two cerebral hemispheres. Central to this model is the idea that the way the two hemispheres work together to produce a unitary understanding of experiences, or the way they fail to cooperate, may account for individual differences in learning. Since balanced instructional practices have a greater potential of reaching a variety of individuals in any classroom, it is recommended that learning experiences include both visuo-spatial (concrete) and verbal (abstract) components. Finally, the connections model of the brain function suggests that neurochemical connections within the brain encode experiences and that those patterns of connections are responsible for understanding. The process of making such connections is seen as a generative action by which people make decisions regarding their learning and behavior. (Author/MP)