This study evaluated the reading and motivational profiles of 187, 3rd, 4th, and 5th graders who failed their state-mandated reading assessment. Students completed reading assessments and the Motivation for Reading Questionnaire. Overall, student performances were below grade-level expectations, with the greatest discrepancy occurring between narrative and expository comprehension. While the reading factors were similar to other studies, the motivation factors failed to identify an avoidance factor. When motivation and reading were combined, the profiles changed, underscoring the importance of providing interventions based on both reading and motivational. Discussion focuses on the implications for designing interventions to support overall reading development.