This research was designed to incorporate the test anxiety (TA) construct into the hierarchical model of approach and avoidance achievement motivation. Hypotheses regarding state and trait TA were tested in 2 studies, and the results provided strong support for the predictions. State TA (specifically, worry) was documented as a mediator of the negative relationship between performance-avoidance goals and exam performance. The positive relationship between performance-approach goals and exam performance was shown to be independent of TA processes. A series of analyses documented the conceptual and functional convergence of trait TA and fear of failure (FOF), and further validation of the proposed integration was obtained by testing trait TA/FOF and state TA together in the same model. Mastery goals were positively and performance-avoidance goals negatively related to long-term retention.