The Sociolinguistic Journal of Korea 13(1). This case study illustrates the changes of five Korean English as a Second Language (ESL) students' language learning motivation in Toronto. For each participant, semi-structured interviews were conducted once a month for six months. The data demonstrate that 1) in the initial phase, their ESL motivation is represented by extrinsic motivation, which is related to their future job opportunities, and they try to actively participate in the target language community: 2) in the middle phase, they feel a growing sense of intrinsic motivation, but at the same time experience challenges in maintaining intrinsic motivation due to their ESL school or homestay changes: and 3) in the last phase, intrinsic motivation atrophies, and they focus on ESL learning either on their own or with the help of native speaking English tutors. The data show that the nature of ESL motivation of the students in the study is influenced by their unique sociocultural surroundings. The findings imply that without continuous effort to participate in the target language community, study abroad in an ESL society does not guarantee expected ESL proficiency.