The purpose of this study was to examine differences in thought processes between novice and experienced surgeons when they were presented with a critical situation during laparoscopic cholecystectomy. A group of experienced and novice surgeons were shown a recording of a laparoscopic cholecystectomy with an intraoperative bleeding event. The think-aloud method was used to capture surgeons' thought processes. Verbal reports were recorded, transcribed and analyzed using the protocol analysis method. Sixteen subjects (8 in each group) participated at two centers. Experienced surgeons demonstrated deeper comprehension of the operative field, richer mental image of future events and superior awareness of potentially dangerous situations. They also spent more time engaged in metacognitive activity. This study highlights the differences and similarities between surgeons with different levels of experience during a challenging intraoperative encounter. The domains of cognition and mental image as well as metacognition appear to be key elements of surgical expertise. Copyright © 2018 Elsevier Inc. All rights reserved.