Non-learners are externally controlled students conditioned to expect both failure and success. They are aware of their basic skill deficiencies yet know that passive behavior in high school classrooms has resulted in passing grades. Given the nature of the non-learner, developmental educators cannot achieve positive results through manipulating only external variables in the teaching-learning process (e.g., instructional styles and methods), but must consider thinking skills and motivation as well. Thinking skills include basic analytical reasoning and higher order intellectual processes, such as interpretation and application. Instructors should evaluate students' thinking skills and devote class time to improving reasoning. Motivation can be divided into purpose motivation (i.e., a reason for doing something) and climate motivation (i.e., conditions under which something is done). Instructors should help students discover their interests and motives for learning and should key instruction to the level of student interest and purpose. The creation of a positive environment for learning necessitates mutual respect between teacher and learner and an understanding by both of their teaching and learning styles. In addition, the process of instruction must be relevant. That is, the instructor must organize the course around meaningful measurable objectives that are directly related to the student's perceived purposes. (Appendices include sample exercises and references.) (Author/KL)