Based on the emotions and responsibilities, this paper proposes a model that identifies three levels of motivation (3LOM) in instruction. It states that motivation can be addressed at three different levels: inclusion, entertainment and edification. It looks at motivation from the angle of social interaction. The focus of the model is to describe the teacher's role as an active party in the process of teacher-student interaction. The assumption is that ideal instructional interaction in class, as with any other type of social interaction, should attend to, and give priority to, the students' needs and desires. Otherwise, it will turn into a bad experience that the participant does not want to repeat. These needs and desires are in a hierarchical order and labeled "inclusion, entertainment, and edification."