The purpose of this study is to examine a process model of L2 learners' motivation. To investigate the overall process of motivation, the motivation of 148 university students was analyzed. Data were collected on three variables from the pre-decisional phase of motivation (i.e., value, expectancy, and intention) and four variables from the post-decisional phase of motivation (i.e., selective attention, emotion control, motivation control, and coping with failure). Both structural equation modeling (SEM) and cluster analysis were used in order to examine the learners' motivational process from the perspectives of general tendency and individual differences. The results showed that subjective estimates of value and expectancy mediate behavioral intention and, in turn, affect motivational maintenance and control during the enactment of the intention. Furthermore, more detailed analysis focusing on individual differences revealed the possibility that concrete implementation of actions might be promoted if subjective value and intention are high, even if expectancy for success is low. These results suggest that a process model of motivation will be a useful research framework for uncovering various motivational processes of L2 learners. (Contains 3 tables and 4 figures.)