This article examines the patterns and meanings of innovation in the activities of a group of retirees with an eye toward understanding the place and value of innovation in the aging process. Starting with a consideration of continuity theory, as a perspective that simply describes typical patterns of activity, and activity theory that prescribes expansion of activities as a key to well-being, this article highlights the characteristics, meanings and perceived benefits of a wide variety of innovative activities. The study utilized in-depth semi-structured interviews with a purposive sample of 20 male and female retirees involved in a "Learning and Retirement" program. Innovations that both preserve a sense of self (internal continuity) as well as those that allow one to strike out in entirely new direction are described, and, using a process of constant comparison, their motivational dynamics are explored. Given previous arguments that activity can be indiscriminate and disintegrative in some circumstances, we nevertheless suggest that innovation can be growth producing and liberating, even in later life, while at the same time generally protecting a sense of internal continuity.