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The internet is becoming more popular, and e-learning is in the same situation too, in this paper, the Mastery and Flow theory will be discussed. In the e-learning many people are involved in the digital content study, learning and etc., in the past few years, if learner want to catch a new knowledge or technology, he/she will spend a lot of time and fortune, but after internet and web skill become popular, the situation become much easier, because e-learning don't limit by the time and space, learner can study in everywhere and anytime, e-learning have became a main trend of future study. In tradition, most of people they think the high effect of learning is depend on learner's intelligence or ability, but learner's study ability and intelligence are all different to other one, so they spend the time in study are different, if we can give sufficient time to every learner then the certain study effect will reach for everyone. Recently, the government is developing and trying to improve all the citizen's English level and skill, especially for students in university. So in this research, we will use e-learning platform, base on Mastery Learning model so we have created a e-learning platform that learner can depend on his/her ability or time to practice, exam themselves and try to improve their English level, in the same time, I have collected their learning process step and calculate the time that they have spent, finally to prove the Mastery Learning model is true and correct.