Background/Context: Working theories about student goal orientation, understanding of intelligence, and affective mediation of task engagement inform current beliefs about students and learning and motivation. Much research has focused on identifying effective teaching strategies to raise the achievement of disadvantaged students; however, less is known about how students who attend high-poverty schools conceptualize school and teachers, and motivation and learning. Our study draws from literature on student motivation and learning to understand how students who attend Comprehensive School Reform (CSR) schools think about motivation and learning. Research Question: We examined students' responses to pictures of student-teacher interaction to understand how students who attend CSR schools think about motivation and learning. Story analysis was guided by the following questions: How do student stories portray student-teacher interaction? Specifically, what interpersonal supports and opportunities do they describe? What motivational systems are attributed to story characters? What are their challenges, behaviors, and goals? How do the story characters feel and manage their emotions? Population: Students (N = 174) in Grades 3-5 who attended three CSR schools. Research Design: Data collection consisted of student stories in response to a picture of student-teacher interaction. Project instruments and procedures are an adaptation of the Thematic Apperception Test (TAT). Conclusions: Results suggest that students in these CSR schools held positive beliefs about their teachers and classroom learning. Story content analyses indicated that students' perceptions of student-teacher interaction reflect a concern with achievement rather than affiliation. Achievement goals of story characters primarily concerned correctness; understanding and volitional engagement also were expressed. Story characters primarily were portrayed as compliant, optimistic, and relatively positive about their interaction with their teacher and their learning. In approximately one third of the narratives, story characters struggled with problems of varied magnitude; however, in half of these stories, characters were able to navigate solutions and overcome negative emotions and obstacles.