The authors examine two kinds of factors that affect students' motivation to engage in critical-analytic thinking. The first, which includes ability beliefs, achievement values, and achievement goal orientations, influences the "quantitative" relation between motivation and critical-analytic thinking; that is, whether students are sufficiently motivated to put forth the high levels of mental effort needed for critical-analytic thinking. The second, which includes the promotion and prevention orientations posited by regulatory focus theory (Higgins 1997), influences the "qualitative" relation between motivation and critical-analytic thinking; that is, whether students prefer to engage in critical-analytic thinking over qualitatively distinct modes of processing (such as associative or divergent thinking), which at times may be just as effortful. After describing both kinds of factors, we examine how they are influenced and shaped by a variety of contextual variables. We also consider potential tradeoffs between analytic and associative processing in academic settings and explore the possibility of creating a temporary fit between students' motivations and the processing demands of a particular task. Finally, we discuss future directions for research, such as further exploring the relations between specific aspects of motivation and the various cognitive processes that underlie critical-analytic thinking.