Previous studies have found that children with reading difficulties need more exposures to acquire the representations needed to support fluent reading than typically developing readers (e.g., Ehri and Saltmarsh, 1995). Building on existing orthographic learning paradigms, we report on an investigation of orthographic learning in poor readers using a new learning task tracking both the accuracy (untimed exposure duration) and fluency (200ms exposure duration) of learning novel words over trials. In study 1, we used the paradigm to examine orthographic learning in children with specific poor reader profiles (nine with a surface profile, nine a phonological profile) and nine age-matched controls. Both profiles showed improvement over the learning cycles, but the children with surface profile showed impaired orthographic learning in spelling and orthographic choice tasks. Study 2 explored predictors of orthographic learning in a group of 91 poor readers using the same outcome measures as in Study 1. Consistent with earlier findings in typically developing readers, phonological decoding skill predicted orthographic learning. Moreover, orthographic knowledge significantly predicted orthographic learning over and beyond phonological decoding. The two studies provide insights into how poor readers learn novel words, and how their learning process may be compromised by less proficient orthographic and/or phonological skills.