This study examines the learning processes that take place when upper secondary students apply and generate theories while drawing on their preferred music and writing songs of their own. One music theory teacher and two researchers collaborated to design an emergent sequence of lessons focusing on students’ interests, questions and creative work. Interpretive and musical analysis of students’ progress suggests that learning to theorise through modes and sounds from popular music was experienced as motivating, involved similar difficulties as traditional major/minor-based approaches, and resulted in original songs that the students enjoyed and were proud to perform for their peers.