Educators continually seek innovative methods by which to engage students. Kolb's experiential learning theory was a catalyst for designing and incorporating a pop-up retail consignment store into a junior level retail promotion course. After five years of use and refinement, the project has proven to be a powerful method to engage students in the learning process. The purpose of this paper is to add to the experiential learning literature by discussing the design, implementation and evolution of this project. A content analysis is discussed along with outcomes and future plans. (Contains 4 tables and 1 figure.)