This qualitative study employed a hermeneutic phenomenological methodology (van Manen, 1990) to examine the experience of adult participants in a studio-based artmaking program in an art museum. Studio-based activities are common in art museum educational programming (Costantino, 2007; Simon, 2016), yet there is little existing literature that specifically explores how artmaking impacts the overall experience for museumgoers. Situated within a constructivist paradigm (Hein, 1998, 1999) and using Maxine Greenes concept of wide-awakeness (1995b, 2001) as a guiding theoretical framework, the study explored the nature of focused studio practice in a museum setting and its impact on the overall museum experience. Participants included adults enrolled in the Studio Workshop program at the Georgia Museum of Art. Data collection took place over the course of one year, and included phenomenological interviews, written reflections and photography, centering on what participants noticed during the overall experience. Analysis methods combined Dahlberg, Dahlberg, and Nystrms (2008) whole-parts-whole model and Saldaas (2016) inductive code-to-theory model, revealing five overlapping dimensions of experience of artmaking in the museum: museum environment, object-based interactions, exploration of media and process, social dynamics, and connection to personal experience. A sixth dimension, artmaking, acted as an overarching context that impacted the whole of participants experience. Further analysis resulted in three key findings about the nature of artmaking in a museum setting: 1) the activation of the museum experience through artmaking, 2) the play between studio practice and interactions with works of art, and 3) the significance of being in the museum as artists. Findings suggest the context of their own artmaking impacted participants approach to the overall museum experience, empowering them to notice what there is to be noticed (Greene, 1995b, p. 6), embrace a spirit of wide-awakeness and forge meaningful connections with artists, artworks, the museum as a whole, and one another. This research revealed that artmaking programs can create opportunities for unique ways of being in the museum, suggesting implications for research and practice in art museum education.