Learning and memory are complex traits, which are fundamental for the survival of many species. Understanding the complexity of the genes that control these traits, should be of high importance if we want to better comprehend how an individual either learns from or tolerates temperature changes. There have been multiple genes shown to have an effect on learning and memory, however the majority of these previous studies have been using mutagenesis or other "one by one" gene approaches. Here, we dissect the genetic basis of learning, memory and thermal tolerance, using the Drosophila Synthetic Population Resource (DSPR). This multi-parental population consists of approximately 1,800 Recombinant Inbred Lines, which allows for high-resolution genome wide scans, and the identification of loci contributing to naturally occurring genetic variation. Using a behavioral assay known as “place learning”, we are able to train flies with a highly sensitive apparatus, the “heat box”. Whenever a fly crosses the midline of the chamber, the whole chamber either warms or cools, and so we are able to test both how well the fly learns to avoid uncomfortable temperatures and how well the fly retains this memory. We found that there was approximately a 2-fold difference between the performance index of flies for learning (.5 – 1). Both memory and thermal tolerance showed a nearly 10 fold range of variation (Memory: 0.1 – 1; Thermal Tolerance: 60s - 600s). We then performed genome scans using the DSPRqtl R package, which uses a Haley Knott regression to test for an association between phenotypes and genotypes. Our results revealed that there is a genetic basis for variability in these traits, and that there are relatively few loci within the fly genome that are important for these traits. These loci have not been previously been implicated in learning or memory. Future work will aim to fine map these loci, identify candidate genes, and validate the function of these genes in learning, memory, and thermal tolerance.