We examined the impact of inducing performance-avoidance and approach goals (versus no goal) on women's math performance in stereotype threatening versus nonthreatening situations. Two experiments showed that inducing either stereotype threat (versus no-threat) or a performance-avoidance goal (versus no goal) alone led to decreased math performance. However, inducing both stereotype threat and a performance-avoidance goal increased women's performance and challenge appraisals. These findings are consistent with the theory of regulatory fit. Performance and challenge appraisals increased when there was a fit between the motivation associated with stereotype threat (avoid failure) and the induced goal (avoid performing worse than others). Implications for stereotype threat, achievement goals and regulatory focus theories are discussed.