Engaging students seriously in their own academic learning is a persistent difficulty for teachers. The goal of this action research project was to actively involve elementary school students in their learning. The program was implemented at three elementary schools in northern Illinois serving multicultural populations; special education students, some in a Regular Education Initiative (REI) program; and students from a wide range of socioeconomic levels. Targeted classrooms at the three schools were a first-grade REI class at School 1, a fifth-grade class at School 2, and two multiage special education classes at School 3. Lack of student engagement was documented through student interviews, surveys, and teacher journal entries. Children lacked interest in school, felt no responsibility for their own education, or had a poor view of themselves as learners. Parents and students had unrealistic expectations that, in combination with socioeconomic and cultural considerations, a static curriculum, lack of student empowerment, and ineffective teaching methods permitted students to be passive learners. The program involved cooperative learning in mathematics, science, and language arts; goal setting taught through modeling and guided practice; and the alternative assessment technique of teacher-student conferences and self-assessment. The program was implemented in the 1995-96 school year. To assess the effects of the intervention, anecdotal records of teacher observations, surveys, questionnaires, student journals, and portfolios were maintained. Post intervention data indicated increased student engagement, goal-setting, and reflectivity. (Sixteen appendices detail data collection forms, evaluation forms, and sample lessons. Contains 41 references.) (KDFB)