School dropout is a problem that has distressing personal and societal consequences. Not surprising, students who drop out are typically not academically motivated. This phenomenological study examined the meanings that students construct about academic motivation while participating in a dropout prevention program that primarily uses counseling. Twenty interviews were conducted and transcribed. Six themes emerged from 172 significant statements and corresponding meaning units: self-efficacy, purpose of school, family influences, relationships at school, counselor influence, and school structures and activities. Findings revealed the essence of academic motivation--namely, the importance of relationships in nurturing such motivation. Implications highlight caring relationships as a key factor, fostered through dropout prevention programs that use counseling. Additional implications include the use of career interventions to construct future orientations, the influence of family, and the need for assistance to gain academic self-efficacy. (Contains 1 figure and 1 table.)