This article reports an investigation into the factors that facilitate language learning. The first strand examines whether motivation is a predictor of as is widely accepted. In order to confirm this, Grade 10 students' motivation level was measured using two questions. Language gains were also measured and compared with the motivation level. The other strand aims to discover, by observing classes using Communicative Orientation of Language Teaching (COLT) what other factors facilitate learning outcomes. Statistical analyses of the relationship between the two variables, motivational level and language gains indicate that motivation was not a predictor for the Grade 10 students in the study. Nor were many of the language class features included in the COLT. The most powerful predictors of language gains were found in more implicit teachers' beliefs about their students' capacities and their expectations of their students' achievement. (Contains 5 tables.)