This paper reports some initial findings from research designed to understand more deeply the motivational and emotional landscape of disaffection with school mathematics. A context is described in which there has been significant concern expressed about a number of aspects of mathematics education, but where affect is seen as salient to these problems, including levels of attainment. A case is made that a focus on the qualitative study of motivation and emotion may be more central to an understanding of the phenomenon of disaffection than that of a quantitative study of attitude. The study involved students at two Further Education Colleges who had performed poorly in national examinations, but were required to continue studying mathematics. It was expected that many of them would be disaffected with mathematics. A mixed method approach was adopted, in which students were asked to complete a simple questionnaire on their experience of emotion in mathematics classrooms, and were then interviewed using a range of procedures to elicit qualitative data about their experience of mathematics. Reversal Theory was used as a framework to inform the design of the methods used and analysis of the data. Results demonstrate the richness and volatility of their motivational and emotional experiences of mathematics.