Working memory is where we "think" as we learn. A notion that emerges as a synthesis from several threads in the research literatures of cognition, motivation, and connectionism is that motivation in learning is the process whereby working memory resource allocation is instigated and sustained. This paper reviews much literature on motivation and working memory, and concludes that the apparent novelty of the proposal offered to describe motivation in terms of working memory results from the apparent lack of cross-channel exchange among these research traditions. The relation between working memory and motivation is explored in the context of the interactive compensatory model of learning (ICML) in which learning is considered to result from the interaction of ability, motivation, and prior learning. The ICML is recast in light of the revised definition of motivation offered here. This paper goes on to suggest ways in which a range of teaching and learning issues and activities may be reconceptualized in the context of a model emphasizing a learner's working memory that makes use of chunks of previously acquired knowledge.