Chinese classrooms present an intriguing paradox to the claim of self-determination theory that autonomy facilitates learning. Chinese teachers appear to be controlling, but Chinese students do not have poor academic performance in international comparisons. The present study addressed this paradox by examining the cultural differences in students' interpretation of teacher controlling behaviors. Affective meanings of teacher controlling behaviors were solicited from 158 Chinese 5th graders and 115 American 5th graders. It was found that the same controlling behaviors of teachers had different affective meanings for different cultural groups (Chinese vs. American) and for groups with different levels of social-emotional relatedness with teachers (high vs. low). Chinese children perceived the behaviors as less controlling than American children and, in turn, reported that they were more motivated in their teachers' class than American children. Regardless of culture, children with high social-emotional relatedness with teachers perceived the behaviors as less controlling than children with low social-emotional relatedness with teachers. It was also found that internalization mediated the relation between social-emotional relatedness and children's learning motivation in both cultures. The findings revealed cultural differences as well as similarities in the psychological process of internalization. (Contains 2 tables and 4 figures.)