Motivation as a factor in academic success is well documented in the literature and an important construct in educational planning. The purpose of this qualitative case study was to explore motivating factors for at-risk students who successfully graduated from high school. The framework for this study was based on Maslow's hierarchy of needs as well as Ryan and Deci's self-determination theory. The major research question investigated the factors that shape students' motivation towards attaining academic success. The motivational practices of 6 students were studied through individual interviews to understand what motivated them to succeed despite the adversities that put them at risk academically. These 6 students were each recommended by a former teacher as having overcome adversities that put them at risk yet succeeded academically by graduating from high school. Eight district teachers who were identified by school administrators as highly motivational with their students were also interviewed. The data were analyzed through content analysis. Findings include the overarching themes of caring and high expectations. In addition, 3 categorical concepts emerged from the data: accountability, respect, and communication. Based on these findings, a professional development training was developed to provide motivational strategies to enhance instruction for students at-risk for academic failure. The findings from this research, and the professional development training program, have positive social change implications by providing educators with specific strategies to apply in their classrooms to help their at-risk students, potentially increasing their chances of academic success. [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.]