Learning motivation is essential to online learning success. This study recognizes two aspects of learners' motivation for E-learning and proposed technology acceptance model as cognitive process and stimulus-organism-response as affective process to explain the undergraduates' continuous intention to use E-learning system based on Stimulus-Organism-Response model. It employes a quantitative research approach to analyze the data from 662 undergraduates using structural equation modeling. Specifically, it examines how flow experience (a generalized sense of enjoyment) as the external variable affects the perceived ease of use and perceived usefulness and the continuous use of the E-learning system. The results affirm that flow experience is a significant cognitive state in online virtual community behavior and has a significant influence on continuous intention to use. Perceived ease of use of the E-learning system is found more influential than perceived usefulness. Furthermore, the perceived ease of use and perceived usefulness were significant mediators between Flow and continuous intention. The findings of this study will help system designers, policymakers, educationists and other stakeholders take necessary steps in improving e-learners' flow experience and their perceived ease of use and usefulness to increase retention rate and performance. More importantly, it will promote the formation of sustainable learning and ultimately achieve a lifelong learning society for all.