This study investigated the role of students' motivation and attitudes in second language (L2) study within an online language course context (LOL). Students' attitudes and motivation were examined within a socioeducational framework (Gardner & MacIntyre, 1993) while learning contexts were examined based on Dorneyi's (1994) components of foreign language learning motivation. Students' learning behaviors and learning outcomes were used as predictor and criterion variables in a series of quantitative and qualitative analyses. The results showed that students tended to have relatively high anxiety about the LOL course at the beginning of the semester, perhaps due to their lack of familiarity with the specific LOL learning environment. However, students' motivation and attitudes toward L2 study were relatively positive and stable during the course. The findings provided some evidence that motivated students studied regularly and productively to take every opportunity to perfect their language skills. It was also found that each teacher idiosyncratically implemented the LOL course, thereby creating a unique class culture and affecting students' motivation and attitudes toward studying the L2 in the LOL context. The findings reinforced the importance of students' motivation and attitudes in L2 study and, equally important, the continuing critical role of the teacher in technology-enhanced teaching. (Contains 3 figures, 3 tables and 2 notes.)