: This paper describes a Conceptual Framework underpinning "Systems that Care" in terms of educational systems that take account of motivation, metacognition and affect, in addition to cognition. The main focus is on motivation, as learning requires the student to put in effort and be engaged, in other words to be motivated to learn. But motivation is not the whole story as it is strongly related to metacognition and affect. Traditional intelligent educational systems, whether learner-centred or teacher-centred in their pedagogy, are characterised as having deployed their intelligence to assist in the development of the learner's knowledge or skill in some domain. They have operated largely at the cognitive level and have assumed that the learner is already able to manage her own learning, is already in an appropriate affective state and also is already motivated to learn. This paper starts by outlining theories of motivation and their interactions with affect and with m...