The problem of school disaffection appears to be particularly persistent with learners of English as a second/foreign language (ESL/EFL). These learners aspire to acquire the syntactic, semantic and cultural systems of the target language for various educational, communicative and social purposes. But statistics show that considerable numbers of them drop out of school, or at best fail to reach the proficiency levels necessary for effective participation in the social, communicative, and educational domains of the target language. This is because they are more likely to be directly affected by the environmental and school-based causes of maladjustment due to the numerous economic and socio-cultural disadvantages they face. This article explores the underlying theoretical and practical problems of school disaffection with a focus on ESL/EFL instruction from a school-based rather than a learner-based perspective. It attempts to conceptualize the determinants of motivation for ESL/EFL learning, synthesize the pedagogical implications of the ESL/EFL intrinsic motivation research, and suggest classroom interventions that enhance the achievement and psychosocial adjustment of ESL/EFL learners.