The purpose of this study was to explore the motivational characteristics and learning behaviors affecting at-risk college students. To explore how motivation and learning behaviors are related to academic achievement, the relationships between (a) self-efficacy; (b) learning and study strategy indicators; and (c) academic outcomes were assessed. The trajectories of self-efficacy changes were also examined. Data were collected in three sets from freshmen in a self-regulatory learning class at a university in the Southwestern United States. Confirmatory factor analysis and structural equation modeling were conducted to examine the relationships among the observed variables. Changes in self-efficacy scores were examined during the semester. The results revealed a positive change in self-efficacy. Certain learning strategies and motivational characteristics, including attitude, interest, and attention, significantly predicted academic outcomes for the at-risk college freshman population studied. Implications and recommendations for future studies are discussed.