After extensive personal study in adult learning theory and theories of motivation, the presenter taught a GED class that would allow her to use her research in an attempt to increase her students’ motivation to learn. With an eye to improving student motivation and retention, she contextualized her research in order to study what works and what does not in getting students engaged and motivated to succeed in class. Over the course of four months, the presenter gained a great deal of information – specifically in looking at her own curriculum, teaching methods, and the way new material is presented to students. What can we learn from things that go wrong? What is in our control to change? The presenter will share successes and, of course, situations where everything seemed to go wrong in order to show areas of instructional growth and opportunities where all instructors can work to improve adult motivation for learning.