This paper discusses how to arouse students’ potentialities in learning English by using two important non-intelligence factors: motivation and attitude. With the need to address the diversity of language learners in the contemporary ESL context, the value of non-intelligence factors cannot be underestimated. There are several non-intelligence factors that influence success or failure in English learning, but the two major ones include motivation and attitude. Motivation drives students towards a desired goal, while attitude shapes students’ perceptions of the curriculum, peers, as well as the instructor. It is important for language educators to recognize the value of these factors if quality outcomes in terms of English learning are to be delivered.