In this paper we defend a version of moral internalism and a cognitivist account of motivation against recent criticisms. The internalist thesis we espouse claims that, if an agent believes she has reason to A, then she is motivated to A. Discussion of counter-examples has been clouded by the absence of a clear account of the nature of motivation. While we can only begin to provide such an account in this paper, we do enough to show that our version of (...) internalism can be defended against putative counter-examples. All theories of motivation which take what motivates to be a psychological state run foul of the following plausible constraint: the reason why you ought to do an action and the reason why you do it can be the same. In our view, however, while what motivates is a reason (which is a fact) the state of being motivated is a cognitive stage, viz. the belief that one has reason to act. In cases where the agent's relevant beliefs are false, then she has no reason to act, but nontheless her action can be explained in other ways. (shrink)