This research was motivated by the low mathematics learning process and outcomes of fifth-grade students at SD Negeri 088/VIII Suo-Suo. Some students have not yet achieved the established mastery criteria, and student engagement in learning remains low. Therefore, an engaging learning model is needed that can increase student engagement and learning outcomes. One model used is Game-Based Learning (GBL), a learning model that utilizes games as part of the learning process. The study used the Classroom Action Research (CAR) method, implemented in two cycles. Each cycle consisted of planning, implementation, observation, and reflection. The research subjects were fifth-grade students at SD Negeri 088/VIII Suo-Suo. Data were obtained through observation sheets of teacher and student activities and learning outcome tests. The learning model implemented was Game-Based Learning (GBL) to increase student engagement in mathematics. The results showed an increase in teacher and student activity. Teacher activity increased from 68.75% in Cycle I, Meeting I, to 100% in Cycle II, Meeting II. Student activity increased from 67.78% to 88.52%. This increase in activity indicates that students are increasingly active and enthusiastic about participating in learning through games. Learning outcomes also improved, with an average score increasing from 61.10 in Cycle I to 88.98 in Cycle II. The implementation of the Game-Based Learning (GBL) model improved the mathematics learning process and outcomes of fifth-grade students at SD Negeri 088/VIII Suo-Suo. This improvement was evident in teacher activity, student activity, and the average learning outcome scores. Thus, the Game-Based Learning model can be an effective alternative learning model for improving student engagement and mathematics learning outcomes.