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The technological capabilities of an online-learning environment allow an instructor to make an online class better than a face-to-face class by providing students with learning activities that are individualized to meet their needs and characteristics. One possible learning activity is an illustrated web lecture, which consists of a text-based presentation, such as PowerPoint, with an audio recording of the instructor presenting the lecture. However, a deficiency exists in the research that identifies the student characteristics, such as motivation, self-efficacy, and critical thinking dispositions, which influence student achievement and attitudes when an illustrated web lecture is used. This study sought to fill that void. Results indicated that motivation and computer proficiency tend to influence attitudes and that motivation and prior knowledge influence achievement. It was concluded that when an illustrated web lecture is used to deliver content, students with higher levels of motivation tend to exhibit higher achievement and more favorable attitudes.