This research addresses the problem of teacher shortages in urban, high-needs schools. A grounded theory methodology was used to expand insights related to teacher recruitment and retention by collecting and analyzing qualitative (interview and observational) data from nine successful urban teachers. A two-part model of recruitment and retention emerged from this analysis. The model recommends that recruitment practices should be directed at locating individuals who have specific personality traits, the ability to practice cultural awareness and acceptance, and who build effective relationships with students. Organizational retention practices should be focused on increasing teacher empowerment within an organizational learning framework.