With the growing number of students from China who study abroad, many initially struggle to engage with native English speakers due to limited opportunities to develop oral English skills within their homeland (Gu and Maley, 2008). The reasons why Chinese students' may exhibit varied levels of motivation to engage with others when they study abroad is not well understood. This thesis has employed MacIntyre's "Willingness to Communicate" pyramid model (MacIntyre et al., 1998) as a theoretical model to underpin this study. An 18 month longitudinal study was carried out upon a group of 24 tertiary students from China who were undertaking an undergraduate degree in Britain. Qualitative data were gathered by means of carrying out 60 interviews employing a multi-lingual platform. The study sought to understand the factors which may influence the reasons for the changes in students' Willingness to Communicate and Communicative self-confidence as they studied in Britain and also to identify any additional variables influencing them. The results of this research showed there to be a wide range of factors influencing Chinese students' L2 communicative behaviour. Some of these factors were linked to their home and education background in China. Others were linked to how they responded to others in English within differing communicative contexts. This study concluded that Willingness to Communicative within a Chinese context to be a complex phenomena as Chinese students may respond to interlocutors in differing ways. Hence, this study has contributed to our understanding of Chinese learners of English in that a wide range of variables have been identified, which may impact upon Chinese students' communicative behaviour. The model which MacIntyre and his associates formed, was found to be a helpful model in comprehending Chinese student's L2 communicative behaviour. However, this study has developed MacIntyre's model by identifying other culturally specific factors which were not covered. This research has also enhanced our comprehension of Chinese students' communicative behaviour within authentic English speaking environments, with both native and non native English speakers. Finally, this study has highlighted that there are significant cognitive factors which also impact upon Chinese students' Willingness to Communicate, suggesting the need to undertake additional future research in order to further investigate this area