Census data from the USA and other countries project that people over the age of 65 are expected to account for one-fifth of the population by 2030 and will double to 88.5 million people by 2050. Retirees (third-age) are pursuing lifelong-learning activities as they search for meaning and purpose during the post-professional years. Many third-aged students have returned to music study as a means of developing new or neglected musical skills. Researchers have noted important physiological, educational and social benefits of group music study. The purpose of this project was to conduct a qualitative case study of a successful third-age MIDI ensemble (founded in 2002) to explore the benefits experienced by these subjects (N = 35) and to discover why these students return to the program year after year. Data from this eight-year case study has been triangulated through regular field visits, videos of classes and performances, subject questionnaires, and in-depth interviews. Constant-comparative analysis was employed and broad themes that emerged included: student satisfaction through engagement with the technology; musical growth as a result of the technology and ensemble music; improved technical and musical skills; and increased confidence in both use of the technology and in its musical application. This successful group might serve as a model for future third-age MIDI programs. (Contains 1 figure.)