This educational case study looked at student engagement and motivation in a collaborative environment, one that provided students the freedom to be critical thinkers and problem solvers. In order to create this collaborative environment, students in a third-grade elementary classroom participated in a Project-Based Learning unit. The unit culminated in hands-on projects. Sociocultural theory and Self Determination theory were used to guide the development of the innovation and the formulation of the research design. The qualitative data collection tools that were used in this study consisted of observations through video and audio recordings, researcher's field notes, student interviews, and artifacts. The artifacts gathered consisted of student journal entries reflecting on their experiences within the innovation and their learning process throughout. Data were collected, transcribed, and analyzed using multiple rounds of both deductive and inductive coding. This research suggests that a Project-Based Learning environment positively impacts student participation both within a single lesson and throughout the unit by increasing students’ background and competence. Additionally, within a Project-Based Learning environment, students co-construct new meaning through goal-oriented group work designed by the teacher. The teacher also supports student thinking through clarifying and questioning statements designed to support students’ learning and development of ideas. Finally, this educational case study suggests that students demonstrate an increase in intrinsic motivation over time as demonstrated by an eagerness to apply their new learning beyond the Project-Based Learning lessons. Students applied the learning within their classroom, school, and even their homes.