Despite several years of English language instruction, most Japanese students remain unable to produce nor comprehend more than rudimentary English. In order to overcome this problem, students must be motivated to participate in tasks designed to get them to use English communicatively--a difficult task in a country where students typically remain silent, refusing to participate even when the task at hand is relatively easy. Research shows that the greatest impediment to participation is not motivation, but insecurity about the ability to speak English. Because fluency is a skill achieved only through practice, tasks effective in encouraging practice are essential if students are ever to develop the requisite confidence. To this end, the 4/3/2 technique--in which learners form pairs, are assigned the role of either speaker or listener, with the speakers then giving a four minute talk on a familiar topic, changing partners, and then giving the same talk to another person, with the allotted time for the talk progressively reduced from 4 to 3 to 2 minutes--was adapted to cooperative learning principles. The result is the Retell It! 3/2/1 technique, which takes the main features of 4/3/2 (focused communication, repetition, and pressure to perform at higher than normal level) and combines them with the cooperative learning arrangements of positive interdependence and personal accountability (which research shows are powerful motivators for Japanese students). Qualitative data from student evaluations and improved student fluency from Retell It! 3/2/1 demonstrate its success. Tasks to develop fluency can be strengthened by adding cooperative learning elements of positive interdependence and individual accountability, which are powerful motivators for Japanese students. (KFT)