With the Internet, foreign language learners can interact more easily with native speakers from other countries than in previous generations. For learners to develop the ability to function in foreign environments, it is vital to understand their experiences in postsecondary online foreign language classes. If educators and educational theorists are not cognizant of the possible effects caused by using or not using technological tools, severe limitations will happen to relevant, cognitive connections. Because of the current lack of understanding, learners are at a sociological, cultural, cognitive, and psychological disadvantage. The purpose of this qualitative study using a classic grounded theory method was to discover a theory that described patterns of behaviors by 15 adult learners who took at least one post-secondary, online foreign language class from schools in the United States. This study revealed the concerns that learners had regarding their experiences and how they dealt with those issues. When learners struggled, they became frustrated thereby causing an imbalance that prevented them from accomplishing their desired objectives. Offsetting the affective filter, the theory developed in this study, is about (a) comprehending the causes for and consequences of learners' frustration and their elevated affective filters and (b) discovering various elements that helped learners restore balance and acquire the necessary knowledge. By taking online foreign language classes, learners stepped outside their comfort zones thus setting into motion an imbalance that needed to be offset. Because offsetting the affective filter has important ramifications with respect to cognition, more research is necessary to develop tools to help learners reduce their anxiety in online classes. By expanding the field of study to other online and hybrid subject areas, researchers could develop a broader, formal grounded theory. Such research might lead to the redesigning of online classes to be more andragogic and more transformative while addressing the cognitive and affective needs of the learners. A redesigning of a course might be advanced due to the need for (a) increased synchronous interaction between course members, (b) increased humor to lower learners' anxiety levels, and (c) learning styles to be addressed via all four learning modalities. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]