This article offers insight into what makes literacy tasks engaging or disengaging based on observations of and interviews with students. In a yearlong study of a sixth-grade classroom in a Title I school, students engaged in integrated literacy-social studies instruction. Researchers studied the degree of task openness and the degree to which students of various ability levels engaged affectively, behaviorally, and cognitively. In highlighting the elements of the 10 most and least engaging of the 66 tasks observed, implications for designing highly engaged instruction are presented, as are lessons learned from student disengagement.