Research showed that learners faced negative and positive factors in learning a foreign language. The negativities may be the barrier for the students to succeed in the learning process. This research examines what makes the students stay in lectures and what elements could cause the students to quit. This research aims to investigate the motives/motivations that students encounter and whether these positive elements help the students overcome the fear and anxiety they face. This research adopted the quantitative approach. A survey is used as the instrument. A questionnaire with five sections on demography profile, motivation to learn, communication and apprehension, fear of negative evaluation, test anxiety was questioned by the students. Two hundred and twenty-one students from three disciplines in a public university in Malaysia participated in the questionnaire. The result shows that students do experience fear and anxiety during lectures. However, the desire to learn makes the students put in some effort to overcome the negative factors. When the desire to learn and the efforts are implemented in learning the Japanese language, students gradually feel comfortable and at ease when attending lectures. This research indicated that fun and interactive activities and an enjoyable lesson should be planned to assist students to overcome the negatives and succeed in mastering the language.