Motivation and affect have mostly been studied separately, but both research and practical experience suggest that they are reciprocal features of learning experiences and should be studied together. The present research examines the relationships among cognition, motivation and affect in fifth- and sixth-grade children during mathematics classes from the perspective of flow theory. Students' reports of affect, efficacy, challenge, and importance were compared to classroom instructional methods. Results of this study demonstrate that, motivation is affectively charged and the classroom context may influence how students interpret opportunities to meet challenges and develop skills. That is, the opportunities are not merely interpreted as positive or negative motivation to learn, but also as imbued with value and social and affective significance. Csikszentmihalyi has provided a compelling theory for incorporating affect with challenge and skill. However, the theory is not necessarily a perfect fit in the actual classroom settings, or with younger children. Classroom environments are more complex than the theory implies. Contextual information combined with self-report data can provide a richer, more complete description. This research will lead to a better understanding of how students perceived the classroom environment--incorporating both motivation and affect. (Author)