Learner motivation is a key to effective instruction and is critical to creating a successful online learning environment; yet, there is a paucity of theory and empirical research on how to create a motivating online learning environment. The purpose of the present study was to explore and describe the experiences of adult learners in a self-directed e-learning environment, thereby helping us understand the motivational challenges that they face during their learning process. To this end, twelve adult learners who had taken self-directed e-learning courses in either academic (e.g., universities) or workplace settings were interviewed on their motivations in self-directed e-learning. Results of this qualitative interview study showed that learners found courses with a low degree of interactivity and lacking in the application and integration of content by the learner motivationally challenging. In contrast, courses that provide learners with authentic and interactive learning activities, such as animations and simulations, a positive learning climate, and the control over the pace and sequence of instruction were found motivating to the learner. It is expected that the descriptions of the motivational challenges of learners in the present study provide researchers and practitioners with an empirical basis on and insights into how to enhance the motivational design of self-directed e-learning courses. (Contains 1 figure, 1 table, and 1 note.)