This qualitative case study investigated the nature of motivational change among eight adolescent participants who made notable advances in reading while in middle school. Data was gathered through interviews, observations, and artifact analysis. Guthrie's (2001) work identified a list of essential elements for reading engagement: autonomy support, interesting texts, goal orientation, real-world instruction, evaluation, strategy instruction, teacher involvement, collaborative learning, and the use of praise and rewards. Using Guthrie's (2001) work as a guide, a line of inquiry was formulated that could yield useful data on which factors were most influential in accounting for motivational and achievement growth among this unique population of improved readers. At the end of a six month study, interesting texts and real-world connections were found to be the most significant of Guthrie's (2001) contexts for engagement in facilitating participants' growth as readers. However, the personal accounts of the students, parents, and teachers in this study reveal a more complex picture of the nature of the motivational change among these adolescent readers. From this data, seven themes emerged that related to participants' motivational experiences in the categories of ethnicity, gender, and disability status. The three themes that emerged on the topic of ethnicity were "Resisting a fear of failure," "Meeting readers where they are," and "Tying literacy to the real world." On the subject of gender, two themes also emerged from the data: "Genders appearing more similar than different" and "Girls preferring intrinsic motivation." On the subject of students with disabilities, an additional two themes emerged: "Experiencing more reading frustrations" and "Combining learning support and interesting texts." Several of these themes suggested findings that differed from previous research on motivation and adolescent readers. Based on these findings, implications for practitioners, policymakers, and researchers were explored. / CITE/Language Arts