Reading is conceptualized as a hierarchy of component skills where lower order emergent literacy skills set the foundation for higher order reading skills such as fluency and comprehension. Approximately 20% of readers struggle within this hierarchical process (Fielding, Kerr, & Rosier, 2007). Struggling readers are susceptible to the Matthew Effect, a reading trajectory that sees them fall further behind their grade-level reading peers as they progress through their school grades. The purpose of this paper is to present a model of reading that considers self-regulated learning as an important motivational factor, particularly for children at-risk for reading difficulties. We describe reading acquisition within the context of task understanding and perceived self-efficacy, goal setting, strategies and tactics, and monitoring and feedback--the self-regulated learning process (see Winne & Hadwin, 1998).