Nine grade 3 teachers in 8 Catholic schools were observed and interviewed, and student work was collected to determine how the teachers motivated students. Engagement varied dramatically between some classes, covarying with motivating elements of instruction. Engaging teachers did much to motivate their students and little that might undermine academic motivation. Teachers were classified into 3 levels: low, moderately, and highly engaging. In the 3 classrooms characterized by low engagement, teachers were observed to use many practices that undermined motivation. The 4 moderately engaging teachers used many potentially motivating practices in their classrooms but assigned tasks that were low in difficulty. Teachers in the 2 highly engaging classrooms used many potentially motivating practices and required students to complete tasks that were appropriately, cognitively challenging (i.e., students could do them with some effort).