This study explores the factors influencing the use of YouTube for English as Second Language (ESL) learning among Malaysian Lower secondary students. The rapid growth of digital platforms has altered the way students access real-world language input, yet little is known about how YouTube contributes to their learning. This research paper is guided by the Theory of Planned Behaviour (TPB), the research examines the role of attitudes, subjective norms and perceived behavioural control in shaping student’s intentions to use YouTube for learning English. A qualitative research approach was implied, with semi-structured interviews conducted with nine students from both urban and rural schools. Data were analysed using thematic analysis of Braun and Clarke’s (2006) framework. The findings resulted that students use YouTube to develop listening, vocabulary and pronunciation skills, while social influences and accessibility strongly affect their engagement. The study concludes that YouTube functions as a supplementary tool for English Learning, connecting formal classroom instruction with real-world language exposure.