The properties of martensite and the mechanisms that govern its formation are the key to understanding hardness and the hardenability of carbon steel. Martensite is a transformation product of austenite that requires rapid cooling to suppress diffusion-dependent transformation pathways. This chapter describes the conditions that must be met for martensite to form. It discusses the role of quenching and the factors that affect cooling rate, including heat transfer, thermal diffusivity, emissivity, and section size. It defines hardenability and explains how to quantify it using the Grossmann-Bain approach or Jominy end-quench testing. It also explains how hardenability can be improved through the addition of boron, phosphorus, and other alloys.