The purpose of this study was to apply several measures of learning and engagement to a comparable cohort of honors and non-honors students in order to generate a preliminary model of student engagement. Specific purposes were the following: (1) to determine the feasibility for use of several measures of student characteristics that may affect their engagement in the learning process; (2) to compare honors and non-honors students in measures that affect goal orientation and student engagement; and (3) to create a model of student engagement that relates to the characteristics of student learning within the context of the teaching-learning environment. The primary variables included mastery and performance goal constructs, self-handicapping, and student perceptions of engagement. Comparisons between honors and non-honors students in the context of these variables provides implications for teaching-learning strategies in both honors and non-honors educational contexts. Due to the sample size and the difficulty involved in such studies, the findings can only be suggestive at this point. Further work is needed to examine student retention and achievement in relation to processes of student engagement. Preliminary findings demonstrate both the feasibility and applicability of studying the effect of honors on student engagement and learning.