Loneliness and a lack of stimulating social interactions increase the risk of Mild Cognitive Impairment (MCI), while increasing socialization may protect against mood disorders among MCI sufferers and prevent further cognitive decline. Unfortunately, many older adults with MCI lack opportunities for connecting with others in ways that draw on their strengths while recognizing their deficits. In this study we will refine and test the intervention “SPEAK!” (Seniors Promoting English Acquisition and Knowledge). SPEAK! is designed to engage older adults with MCI as volunteers helping English Language Learners (ELLs) improve their speaking skills via structured conversations using videoconferencing. We hypothesize that these structured, goal-oriented conversations will increase older adults' psychological well-being and cognitive functioning. The project has enthusiastic support from older adult wellness centers, the University of Michigan Alzheimer's Research Center, and multiple organizations representing ELLs. Aim 1 of the study (NIA Stage 0) will be to conduct a qualitative, user-centered design process with 10 dyads of older adults with MCI and ELLs in order to refine the recruitment processes, orientation protocols, and materials for use in cognitively stimulating and engaging conversation practice. Orientation materials will be based on Positive Psychology, with an emphasis on communication strategies that promote cognitive stimulation while ensuring that communication is emotionally supportive and enhances older adults' sense of feeling effective. In Aims 2 and 3 (NIA Stages 1-2), we will conduct a pilot, wait-list controlled randomized trial with 44 dyads in which intervention dyads will have 12 weekly webcam conversations facilitated by study staff. The primary goal of Aim 2 will be to evaluate our capacity to recruit, implement the intervention, and retain participants with MCI in sufficient numbers for a subsequent randomized-controlled trial evaluating the intervention's impact on participants' psychological well- being, mood, and cognitive functioning. Older adults' mood, health status, and cognitive functioning will be measured at baseline and follow-up using validated scales. Both members of a dyad will report satisfaction with the interaction as well as barriers/facilitators to communication. In Aim 3, we will use mixed methods to evaluate the communication process between older adults and ELLs including factors that contribute to engagement in planned contacts, possible contributors to stress or dissatisfaction, and perceptions among older adults of being appreciated and effective. We also will estimate variances for key outcome variables and conduct exploratory analyses of intervention-control differences in participants' wellbeing, mood, and cognitive functioning. This study will evaluate a highly-scalable strategy for increasing social engagement and preventing cognitive decline among older adults with MCI. Because SPEAK! taps the...