This research study investigated the factors that encourage teachers to remain working in challenging schools. It focuses on nine school case studies: one secondary and two primaries in three different areas of deprivation: an inner city; 'pockets of poverty' within a shire county and a coastal town in England. Drawing on one-to-one interviews with the headteacher, and focus groups with long-serving staff, the data revealed the interplay between intrinsic and extrinsic motivations for staff. School leadership--an extrinsic factor--provided recognition of teachers' efforts (intrinsic). Relationships with pupils (intrinsic) had an impact on pupil behaviour (extrinsic). Collegial relationships (extrinsic) supported teachers' resilience (intrinsic). Accountability in terms of inspection and external tests (extrinsic) had an adverse effect on teachers' autonomy (intrinsic). The factors which were particularly salient in encouraging teacher retention in high-need schools were: making a difference to pupils, the wider community and society; creating positive relationships with pupils; supportive colleagues and feeling valued by school leaders. The article concludes by recommending that the leaders of challenging schools create a nurturing environment which values teachers, recognises the gruelling nature of high-need schools, fosters relationships between pupils and teachers and encourages staff friendships leading to collegial support.