To conduct this qualitative dissertation study, a phenomenological approach was utilized. The purpose of the study was to examine the perspectives of highly motivated, economically disadvantaged, middle school students to discover the factors that they identified as integral to their overall development and their intrinsic motivation, over time, to learn. A key component of this study was to give voice to the students who participated in this study and utilize their perspectives as a primary data source. Participants in this study included six middle school students, identified as economically disadvantaged, two from fifth grade and four from the seventh grade. Self-determination theory was used as a theoretical framework to guide and inform the analysis of students' perspectives, obtained through individual, semi-structured interviews with each student and classroom observations. Six themes, related to students' intrinsic motivation to learn and succeed in school, were identified. Extrinsic factors were also prominent. Although students expressed a true love of learning, they also acknowledged that external factors such as grades and testing influenced their motivation to learn. Autonomy, competence, and relatedness were major factors at play in the school, classrooms, and homes of these students. Recommendation for practice suggest that teachers, administrators, and parents shift their emphasis away from testing and grades to a greater focus on the internal factors that motivate students to learn so students will be more likely to enjoy the learning process and develop, both in school and over their life span, a love of learning in the process. [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.]