Understanding how emotions influence motivation among students is critical to the talent development process. Research shows that certain emotions elicit an approach motive while other emotions elicit an avoidance motive. This study explored emotional disposition and fear of failure among undergraduates enrolled in honors college (n = 63) compared to undergraduates enrolled in regular college courses (n = 296). Results suggest that dispositional shame is positively correlated with fear of failure; however, neither gender nor enrollment in honors college predict fear of failure beyond dispositional shame. Students enrolled in honors college do not differ on measurements of shame and fear of failure compared to students not enrolled in honors college. In general, female undergraduates were more likely to report experiences of shame, guilt, fear of shame and embarrassment, and fear of devaluing one's self-estimate than their male peers. The findings are discussed in light of a need to understand high-ability college students. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com.bibliotheek.ehb.be/en-US/products/dissertations/individuals.shtml.]