We investigated the influence of sentence elaboration on self-regulated learning in order to examine age differences in resource allocation to the construction of textbase- and discourse-level representations. Older and younger adults learned about a topic by reading a series of sentences varying in elaboration (from simple factoids to highly elaborated text) and manner of presentation (progressive change in elaboration vs. random change in elaboration). Younger readers were more likely to recall information from factoids; older adults, from highly elaborated text. Relative to young, older readers showed an advantage in the progressive presentation condition, which minimised frequent changes between textbase- and discourse-level processing. Older adults showed poorer memory monitoring for factoids and less elaborated discourse relative to young, but when passages were highly elaborated or presented progressively, age differences were eliminated. Results support the idea that textbase- and discourse-level encoding arise from functionally distinct systems whose regulation depends on text properties and reader age. Copyright © 2008 John Wiley & Sons, Ltd.