When contemplating the introduction of mastery grading into the classroom, a fear of student resistance can prevent the implementation entirely. However, by taking a proactive stance against student resistance, instructors can give mastery grading the best chance of being successful. This paper focuses on the ways in which the instructor can properly motivate students and themselves in the mastery grading process. By motivating mastery grading, student resistance to the technique will hopefully be lessened and the result will be a positive mastery grading experience for both the instructor and students.