Abstract: This paper presents the Language Learning as a Means of Drive Engagement (LLMDE) theory, derived from a grounded theory analysis of interviews with Japanese university students. According to LLMDE theory, language learning can be understood as a means of engaging one or more of four self-fulfillment drives: the drive to expand one’s horizons (perspective drive); the drive to make a success of oneself (status drive); the drive to engage in interaction with others (communication drive); and the drive to obtain intellectual and affective stimulation (entertainment drive). While many theories of learner psychology focus on conscious agency, LLMDE theory addresses the role of the unconscious. In addition, supplementary thematic analysis of the data revealed the role of context in mediating drive engagement. Unexpected memorable events, for example, play a key role in instigating and, indirectly, in regulating learning, as do institutional and cultural contexts. Given the apparent importance of such factors beyond the immediate control of the learner, and given the pervasive role of habit and drives, it is argued that the concept of motivation merits theoretical reappraisal. Rather than an underlying force determining language learning success or failure, it can be understood to emerge sporadically in consciousness to promote behavioral change, or to protect habitual behavior from disruption.