Past research has indicated that teachers' use of relational power directly influences students' sense of empowerment and that students who feel empowered are more likely to be motivated. This phenomenological, retrospective study investigated gifted high school students' perceptions of power and empowerment within their classrooms and the relationship of these to motivation. Specifically, I explored the impact of different power dynamics, including teachers' utilization of various relational power bases (i.e., "reward," "coercive," "legitimate," "referent," "expert") on gifted high school students' sense of empowerment and motivation to engage in learning. The students in this study described experiences with all of the social power bases; however, the most positively impactful of these were referent power and expert power. Students felt most empowered when they could personally connect with teachers who knew how to teach, who were content experts, and who could manage the classroom to ensure learning could happen for all students.