In this exploratory study, we examined hypothesized antecedents (basic psychological needs) and consequences (dispositional flow) of athlete engagement (AE); plus the extent to which AE mediated the relationship between basic needs and flow. Structural equation modeling with a sample of 201 elite Canadian athletes (60.20% female, mean age = 22.92 years) showed that needs satisfaction (particularly competence & autonomy) predicted athlete engagement (30% explained variance); and needs satisfaction and athlete engagement predicted dispositional flow (68% explained variance). AE partially mediated the relationship between needs satisfaction and flow. Practical suggestions are offered for needs-supportive coaching programs designed to increase both AE and flow.