Drawing on both classic and current approaches, I propose a theory that integrates motivation, personality, and development within one framework, using a common set of principles and mechanisms. The theory begins by specifying basic needs and by suggesting how, as people pursue need-fulfilling goals, they build mental representations of their experiences (beliefs, representations of emotions, and representations of action tendencies). I then show how these needs, goals, and representations can serve as the basis of both motivation and personality, and can help to integrate disparate views of personality. The article builds on this framework to provide a new perspective on development, particularly on the forces that propel development and the roles of nature and nurture. I argue throughout that the focus on representations provides an important entry point for change and growth.