Although much research exists on student motivation, few studies speak directly with students or highlight their voices. In this grounded theory study, we interviewed and observed reluctant learners in an alternative high school to learn what factors they saw as contributing to their school successes and failures. Themes emerging from the participants’ words were echoed by themes found in motivation research. Building relationships with teachers, being interested in school assignments, and feeling competent to perform tasks were mentioned by the students as influencing their levels of engagement. The qualitative data suggested ways for teachers to create motivating learning environments.