This report describes a project for improving students' listening and motivation. The action research took place from September 2001 through January 2002. The targeted first grade reading and eighth grade physical education students live in rural, Midwestern, middle- to high-income communities located in central Illinois. The problem was that students lacked skills in listening, motivation, movement, and memory retention. The problem at the action research sites was documented through data from a questionnaire, teacher checklist, and pre-test/post-test. A review of the literature revealed several probable causes for the lack of listening skills and motivation exhibited in the classroom. These included lack of movement, lack of listening skills, memory retention, and motivation. Solution strategies provided the students with opportunities to improve listening skills, increase movement, memory retention, and motivation. The suggested strategies included Gardner's Multiple Intelligence Theory (MI), authentic assessment, and brain-based learning. Pre-test, post-test, checklists, and graphic organizers measured the effects of these strategies/interventions. In conclusion, students' listening skills and motivation notably increased through the use of a variety of teaching strategies. These strategies included MI, authentic assessment, and brain-based learning. Appendixes contain the teacher questionnaire and teacher checklists for listening skills and game play assessment. (Contains 38 references, 11 tables, and 1 figure.) (Author/RS)