This study examined the latent developmental patterns for classroom learning behaviors among children from underresourced families. Based on standardized teacher observations, a large sample (N = 2,152) of children was assessed for manifestations of Competence Motivation and Attentional Persistence twice annually through Head Start, kindergarten, and 1st grade. For each form of learning behavior, latent growth mixture modeling revealed dominant subpopulations of change that feature quite good learning behaviors during Head Start but marked deterioration in performance upon kindergarten entry. Other change subpopulations showed children arriving in Head Start with noticeably poor learning behaviors and, while experiencing some early improvement, continued to function with relatively limited learning behaviors throughout the transition years, whereas other children entered prekindergarten with somewhat average performance levels and evinced modest losses when exiting Head Start. Membership in less desirable growth subpopulations is linked to preexisting explanatory factors and to subsequent negative outcomes. The general deterioration in learning behaviors that accompanies formal school entry is examined in the context of Head Start performance fade-out and teachers' shifting reference standards. (author abstract)