Off-task behavior in the classroom was conceptualized as a manifestation of students pursuing goals they bring into the classroom aside from achievement goals. Regulation during on-task and off-task behavior in action conflict scenarios was elaborated on using the constructs motivational interference and flow. It was argued that achievement and well-being values that students hold can be determinants as well as outcomes of these conflict experiences. Data from 697 students (mean age 13.43) was collected at two time points within one school year. Results supported a reciprocal model in which value orientations (t1) lead to conflict variables (t2) as well as conflict variables (t1) to value orientations (t2). (Contains 4 tables and 3 figures.)