Many observers despair of the prospects of encouraging intrinsic values among students in a world controlled by extrinsic rewards. The purpose of this article is to explore the question of whether intrinsic objectives such as subject-matter appreciation can coexist to any degree, let alone flourish, in the face of competing, if not higher, loyalties that involve a performance ethic based on scrambling for extrinsically oriented rewards, such as high grades, and avoiding punishments in the form of failing grades. Based on research conducted in ongoing classroom contexts at the college level, it is concluded that the pursuit of high grades and valuing what one is learning are not necessarily incompatible goals as long as certain conditions prevail. More specifically, students are more likely to value what they are learning and to enjoy the achievement process more: (a) when they are attaining their grade goals. (b) when what they are studying is of personal interest, and (c) when the dominant reasons for learning are task oriented, not self-aggrandizing or failure avoidant.