As students enter middle school, many start to lose interest in academic success. This loss of interest can be attributed to students’ alienation, resulting from a feeling that the school environment is unwelcoming to them. Recent research identifies several elements of this alienation, as well as practices that can re-focus students on academic achievement. Effective math instruction should be strongly influenced by research into how students learn and how to best motivate students to succeed academically. This whitepaper provides an overview of the research around motivating students to learn and how that research has been applied to the Carnegie Learning Math Series.