The authors reviewed the research on challenge as a motivator, with a view toward application in mathematics classrooms. The authors conclude that traditional motivational research, with its focus on individual differences and decontextualized tasks, is not readily applicable to classrooms. They argue that a combination of challenging instruction and positive affective support is necessary for promoting motivation in mathematics classrooms. The authors describe the kinds of classroom contexts that are likely to support challenge seeking and learning in mathematics and illustrate an example of a teacher who used challenge effectively in her 7th-grade mathematics classes. Finally, the authors suggest that a focus on creating contexts that support challenge seeking offers a powerful application of this motivational tool for all learners.Key words: challenge and motivation, classroom perspective, mathematics learning