Over the past twenty-five years, or so, considerable advances have been made in understanding how learning occurs in the brain, though much of this research is still to make its way into education. One contribution it should be making is to furnish the philosophical critique of past and current theory with supporting empirical evidence. For example, motivation theory and its cognate expectancy-value theory continue to be taught in teacher education, even though their rational cognitivist foundations are philosophically shaky, and their shared representational notion of the mind is incompatible with what is now known about the learning brain. Furthermore, the central claim of motivation theory that children need to be motivated in order to learn is educationally problematic, not least because it incorporates a deficit model of the child as learner. This paper provides a philosophical and educational critique of motivation and expectancy-value theories and begins to sketch out an alternative dynamic systems (complexity-theory) approach, which argues that value is deeply embedded in the learning process, not only in the value students may or may not attach to their learning, but also neurobiologically. In opposition to motivation and its notion of the learner this paper argues that every student is equipped with a brain that is value-orientated towards learning and will learn, when nested in suitably affordant learning environments. In place of expectancy-value, we argue for value-embedded learning (VEL), which provides a non-reductive and biologically plausible account of how value and emotional salience are dynamically interwoven in the learning process.