There is little question that the fundamental purpose of education--what the ancient Greeks referred to as the "telos"--is to promote student learning. For decades, both experts and the general public have agreed that any effort to improve the education system must focus squarely on optimizing student learning, motivating students to achieve, and furthering teacher professional development (Boyer, 1995; Darling-Hammond, 2006; Rose & Gallup, 2006). As clear and compelling as such goals may be, the route to attaining them is obscured by a dense fog of widely held misconceptions, conflicting expert opinion, and political agendas. What is disregarded in the frantic quest to attain higher test scores is that an emphasis on motivation, interest, and metacognition--the ability to analyze one's own learning needs and processes--make a collective and profound contribution to academic achievement. As Nel Noddings (2006) explains, "The most fundamental expectation of schooling is that students will learn. If we want them to use their minds well, it is reasonable to help them understand how their minds function, how and why they learn. What motivates us to learn? What habits are helpful? Why do I remember some things and forget so many others?" This paper is an effort to respond to each of these important questions as they apply both to learners and to teachers. It begins by redefining learning and challenging widely held assumptions about the role of motivation and interest in learning. Next, it focuses on incentives used to motivate learning, and finally, it offers research-based recommendations on how to build motivation and interest in learners.