Background/Context: Student motivation typically has been studied as it relates to extrinsic (e.g., reinforcement) and intrinsic (e.g., choice) sources of influence. Our observation of Grades 3-5 classrooms engaged in Comprehensive School Reform (CSR), however, unexpectedly indicated that opportunities for both rewards and choice were scarce. This study sought to better understand what might influence student motivation in these settings. Purpose: The purpose of this study was (1) to listen to students to understand how they talked about school, classroom learning, and related issues that appeared to matter to them; (2) to observe students in their daily negotiations of school tasks, challenges, and relationships; (3) to then design survey measures to capture these students' perspectives and motivational dynamics; and (4) to determine if the apparent student motivational dynamics generalized to other students in similar contexts. Research Design: The author conducted a participant observation project in a single school, engaged in school reform, that served students living in poverty. The study involved frequent (N = 45) school visits from the spring of one school year through the spring of the next. The goal was to generate hypotheses about what might inform student motivational dynamics in the context of CSR schools. Conclusions/Recommendations: The central theme to emerge from the participant observation study was the key role of opportunity in students' learning motivation and motivation to learn. Motivational opportunities were organized into three types: supports, challenges, and threats. Each was represented in survey measures that appear useful in capturing the motivational dispositions and beliefs about school of students in Grades 3-5 in similar contexts.