This study explores UK students' motivation to study foreign languages, linking unrewarding past learning experiences with attrition rates and posing questions about the influence of official policy and socially structured conditions. 31 Further Education college students were given a questionnaire based on Gardner's (1975) Attitude/Motivation Test Battery and this revealed that a high percentage even of motivated students withdrew voluntarily. We sent questionnaires to all those who had terminated their courses prematurely, leading to the finding that all respondents were in fact false-beginners, had already studied a foreign language at school, and now described the experience as unrewarding. This not only suggests that foreign language students face major challenges, but also that those variables related to the past emotional context around their studies may unfortunately trump positive motivation to learn. They may create negative expectations that finally extinguish this motivation itself.