Surprises are important in our everyday lives as well as in our scientific and philosophical theorizing—in psychology, information theory, cognitive-neuroscience, philosophy of science, and confirmation theory. Nevertheless, there is no satisfactory theory of what makes something surprising. It has long been acknowledged that not everything unexpected is surprising. The reader had no reason to expect that there will be exactly 190 words in this abstract and yet there is nothing surprising about this fact. We offer a novel theory that explains when and why an unexpected fact is surprising. We distinguish between descriptive and normative notions of what is surprising; clarify the sense in which surprising facts are unexpected; and, finally, develop and defend the significance account of surprise, according to which a fact is surprising to an agent if and to the extent that it is both unexpected and significant to the agent. Since a surprising fact can be significant to an agent in various ways—personal, moral, epistemic, and aesthetic—surprise is not merely or primarily epistemic. Fitting surprise reflects more than a person’s view of what is; it reflects a person’s view of what is significant.