This is a case study of motivation to learn Arabic as a foreign language at the university level in the United States. Three students enrolled in second year Arabic were the participants. Data about each participant were collected through observation of weekly group conversations, and analysis of grade records for the whole semester during which the study took place. One 45 minute interview with each student was also conducted. The results of the study indicate that students' motivation and consequently their L2 achievement are better when the L2 learning process supports their language goals. Arabic being a non-European language poses higher difficulty to American learners than other foreign languages of Indo-European origin. Therefore, maintaining a positive motive all through the learning process becomes a paramount factor in language achievement. When students see that what they are learning in class is relevant to their goals, they are more likely to persist and exert extra effort. Such persistence is a key in learning an L2. An appendix presents: Motivation processes in L2 learning. (Contains 1 table.) [This paper was published in Texas Papers on Foreign Language Education, 2005. p99-114.]