This paper presents a behavioral model for conceptualizing advanced reading comprehension as a "higher order" behavior class. also discussed are strategies and tactics utilized by an artificially intelligent adaptive tutoring and testing software system designed to shape such comprehension skills while also teaching subject-specific "content" to college students. The system, called mediamatrix, offers internet delivery of relatively traditional textbook content using highly individualized and adaptive tutorial and assessment procedures (Ray, 1995a;1995b, 2004. Extant and new research on the effectiveness of this system is presented, with particular emphasis on a preliminary study of students in two small sections of an introductory psychology course. students were evaluated during early (pre) and late (post) portions of the semester using two equivalent forms of a specially constructed saT/GRE type reading comprehension test. a statistically significant 17% gain from pre-to-post reading comprehension scores was observed, suggesting that both the behavioral model and the mediamatrix strategies and tactics for shaping such higher order behaviors merit further research. Practical implications of teaching both specific course content and higher order behaviors such as reading comprehension without direct teacher contact are especially noted.outside of the growing body of literature on various types of relational frames (cf. hayes, Barnes-holmes, & Roche, 2001) the behavioral literature is relatively sparse in contributing to our understanding (and engineering) of what is sometimes called "higher order classes of behavior" (Catania, 1998). one of the originating exemplars of higherorder behavior classes is harlow's learning set phenomenon, which he originally described as "the learning how to learn efficiently in the Portions of the current study were presented in a symposium paper in 2004 at the Boston meetings of the association for Behavior analysis. The mediamatrix adaptive software system described in this paper is owned and copyrighted by (ai) 2 , inc., a company partly owned and operated by Roger Ray.