The purpose of this article is to expose the hidden apprehension of students' learning in schooling process of which the grade orientation has taken root. Two ways of amelioration from "motivation to learn" and "a bility game" are main scopes to be discussed. First, exploring the defects of grade control and the negative effects of ability game are the analytec points. Owing to the needs of entering a higher school under the exam system, and the supports of theory of bebaviouism, it seems to be all teachers' magic tools using grades to inspire students to learn. However, the fact that lots of students fail to learn, which make us cannot but query: could grades really motivateall students to learn? On the other hand, related researches indicated, students gradually tend ot attribute academic performance to one's ability when they are growing up. Long-term "ability attribution" and "competitive learning condition" interactwith each other, and the two shape "ability game" learning situation. In the ability game, who reap profits? who are depressed? In fact, both could become victims. Second, in consideration of above-mentioned, to offer suggestions for improvement of learning plight from two approaches: changing motivation to learn, and replacing ability game with other alternatives, these resolution should enable educatiors to have deeper contemplation in teaching.