Inspired by years of research into the areas of motivation and learner autonomy, this empirical study aimed at investigating ways of developing both of these dimensions in a Myanmar classroom; most current research output show results of what has been done mostly in Western context or in countries with strong ties to Western culture, such as China, South Korea or Japan. To the best of my knowledge, none of the literature or studies related to Myanmar, a country that presents a very unique set of circumstances for English-language teachers: not only had English been banned in all of its forms for nearly 40 years after the military government came to power (closing down libraries, English-language publications and eradicating the English curriculum from schools), but the country follows a Confucian system of education, which places greater value in memorization than understanding and in strict obedience rather than the development of critical thought (Purdie et al 1996; Han and Yang, 2001). Because of the Confucian belief in the importance of unequal relations in education (Guo ,2016) students are not only discouraged from asking questions but according to their own testimony, even physically punished. With these considerations in mind, the purpose of this study was to investigate the degree to which both autonomy and intrinsic motivation could be developed in Burmese, thus breaking away from the educational model they have followed so far, and to ascertain whether or not such dimensions had an impact in their learning outcomes. Nineteen Intermediate-level Burmese students, enrolled in the General English program at the British Council Myanmar, worked for six weeks twice a week carrying out tasks designed to boost their intrinsic motivation and develop a greater sense of autonomy, to assess if these dimensions had an impact in the students’ learning outcomes and to determine the degree and type of pedagogical interventions needed to facilitate that. Students answered three questionnaires, wrote three journal entries reflecting on their experience as learners and as subjects in the project, and engaged in a variety of tasks which will be described. Additionally, three students were interviewed in person to delve deeper into the issues described above. The first questionnaire was designed to help learners reflect on their own role as learners, The second one was based on Dörnyei’s Ten Commandments for Motivating Language. The final questionnaire was a reflection on the entirety of the course and changes students had experienced throughout. It asked questions concerning motivation, autonomy and identity and it serves as the final data–collection instrument by which to ascertain if any changes occurred in their behaviour, attitude or thinking patterns.