This research was part of a larger, mixed-methods study, funded by the National Center for the Study of Adult Learning and Literacy, which examined the learning and change experiences of 41 learners in three ABE/ESOL programs. This paper examines a Polaroid diploma program with a focus on women workers, employing gender (relational) and constructive-developmental theory to frame their learning experiences. Data for this paper focuses on analysis of 224 qualitative interviews, focus groups, and developmental assessments. Three emergent themes regarding women's motivation emerged: practical benefits, the importance of timing, and leadership aspirations. This paper presents how these women describe and understand their learning motivations from both a qualitative and developmental perspective. This investigation informs understanding of women's motivations for learning, and suggests how individual ways of knowing inform such motivation.