Abstract: A downhole positive displacement motor converts hydraulic fluid pressure into rotational torque. The motor includes a non-helical rotor and stator, and upper and lower valve assemblies each comprising cylindrical rotating and stationary elements which define longitudinal passages. The timing of alignment of the passages creates pressure in power pockets in the stator, rotating the rotor. The rotational torque can be used in any application that may require mechanical force to operate or drive a mechanism created for oil, gas, or water production in a down hole application.