The second language planning literature has been mainly quantitative in nature, with very few qualitative investigations of planning (but see Ortega 2005). This chapter tries to redress that imbalance and reports on a study of what second language learners say they do when they plan. Participants were from a university in Macao, and completed a narrative task, followed by retrospective interviews. The interview data was coded, and a coding scheme emerged from this work which had some affinity to the Levelt (1989) model of speaking. As a result, this may be of use in other contexts. In addition, relationships between the self-reported planning behaviours and actual performance on the task were explored. This suggested some generalizations as to what planning behaviours are associated with higher performance, and, interestingly, which are associated with lower performance. The former tend to implicate the Conceptualiser stage of speech production and are specific and limited in range, whereas the latter are frequently concerned with over-ambition during the planning stage, a concern for form, and participants attempting to do too much.