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A woman who flunked her way through every math and science course in high school enlisted in the United States Army the day after graduation because she had no other options. She learned Russian. She translated on Soviet trawlers in the Bering Sea. She worked at the South Pole Station in Antarctica. Then in her mid-twenties she decided to go back and learn the exact subject that had defeated her. She earned a degree in electrical engineering, then a master's, then a PhD in systems engineering. She became a professor of engineering. Then she built the most enrolled online course in the history of the internet. It is a course about how to learn. Her name is Barbara Oakley. Here is the story, because the person who taught more humans how to learn than anyone alive is someone who spent the first half of her life believing she could not. Barbara was born on November 24, 1955 in Lodi, California. Her father Alfred was a bomber pilot in the US Army Air Corps during World War II. She grew up convinced she was not wired for math. She did not just struggle with it. She flunked it. She flunked her way through high school math and science courses and saw no path forward that required either. She enlisted in the Army immediately after graduation. She rose from the rank of Private to Captain. She was recognized as a Distinguished Military Scholar. She leaned into the one thing she was good at, languages, and became fluent in Russian. The Army sent her to places most people never see. She worked as a Russian translator on board Soviet trawlers on the Bering Sea during the final years of the Cold War. She worked as a communications expert at the South Pole Station in Antarctica. She thrived in extreme environments. But a thought kept following her. The world seemed to reward people who could do things she could not. Calculations. Technical reasoning. Systems design. She began to wonder whether her problem with math was permanent or whether it was a problem with how she had tried to learn it. In her mid-twenties she did something most people would never attempt. She went back to school to study the subjects she had failed at. She enrolled in mathematics and engineering courses and committed to learning them from the ground up. She was starting over at an age when most engineers were finishing their degrees. She earned a bachelor's degree in electrical engineering. Then a master's degree. Then a PhD in systems engineering. She became a Professor of Engineering at Oakland University in Rochester, Michigan. The woman who had flunked high school math was now standing at a whiteboard teaching engineering to hundreds of students. Then she asked a question nobody else in her position was asking. Why had she failed the first time, and what had changed the second time? She spent years studying neuroscience and learning science. She collaborated with Terrence Sejnowski, the Francis Crick Professor at the Salk Institute, one of the most respected neuroscientists in the world. Together they built a free online course on Coursera called Learning How to Learn. The course exploded. It became the most popular massive open online course ever created. Over two million students registered in the early years. The number has continued to grow. It teaches the mental tools experts use to master difficult subjects, chunking, spaced repetition, focused and diffuse thinking, and it is grounded in neuroscience rather than productivity hacks. She wrote A Mind for Numbers, subtitled How to Excel at Math and Science Even If You Flunked Algebra. She wrote Mindshift. She wrote Uncommon Sense Teaching. She won the McGraw Prize, often called the Nobel Prize for Education. She won the Chester F. Carlson Award from the American Society of Engineering Education. She became a Fellow of IEEE. Her research was described as revolutionary by the Wall Street Journal. She published in the Proceedings of the National Academy of Sciences. A woman who flunked high school math built the most enrolled course in the history of the internet about the thing she was worst at. She did not overcome a limitation. She studied the limitation itself, and turned it into a curriculum the entire world now learns from.