The purpose of this study is to describe the motivational factors of pre-service teachers' school-based learning. The study group comprised of 99 pre-service teachers in Eskisehir, Turkey. 53 of them (19 males and 34 females) were history teachers; and 46 of them (25 males and 22 females) were mathematics pre-service teachers. Data was collected via an open ended form which includes questions concerning their experiences and expectations in school. The questions were meant to identify and investigate the motivational aspects that enhance pre-service teachers' school-based learning. A sentence-based content analysis method was used to analyze their responses. Analyses indicated that there were some motivational factors for school-based teacher learning: qualities of schools, mentors, students, classrooms, and other teachers, educational approaches, and intimate relationships. This qualitative information was then used to develop a model for motivational factors for school-based teacher learning. Findings also indicated that a holistic, practice-based approach should be used to facilitate school-based teacher learning.