Proactivity is important to individual success, particularly where individuals face significant obstacles and where formal support may be lacking or difficult to access. The study tracks mature students over a one-semester university preparation course designed for returners to learning. Measures of proactivity included proactive personality, confidence to perform proactive learning behaviors and frequency of proactive behaviors. While measures of proactive personality remained relatively stable, we observed increases in both confidence to perform and the frequency of proactive behaviors over time. At the end of semester these three variables were predictive of a number of outcomes including self-assessed self-directed learning, the taking of a mastery approach to learning, and grades. We argue that issues of proactivity are under-researched in higher education. The implications for course structure and student support are discussed.