This action research project implemented and evaluated a program for increasing student engagement and retention through the use of authentic assessment and cooperative groups. The targeted population consisted of one sixth grade class in an elementary school and two ninth grade classes in a high school located in different communities in the far northern suburbs of Chicago, Illinois. The problems of student engagement and retention were documented through teacher observation, student survey data collection, pre-intervention results, and post-intervention results. Analysis of probable cause revealed that students showed little if any ownership for their own learning, took a minor role in the development of learning activities, and had little if any authentic assessment instruments incorporated into their learning. Teachers felt that students studied only for the test grade without any regard for the transfer of what they had been taught. A review of solution strategies suggested by knowledgeable others and analysis of the problem setting resulted in two major categories of intervention: the use of cooperative groups within the classroom, and the application of authentic teaching and evaluation devices. Post intervention data indicated an improvement in student involvement and ownership, and an increase in retention and transfer of learning. (Forty appendices include surveys, data sheets, and assessment tools.) (Author)