This research aims to improve students' cooperation and learning achievement through take and give learning model assisted by mysterious card box(KOKAMI) at theme 8 Lingkungan Sahabat Kita in the fifth grade in SD Negeri 2 Penambongan. It employed classroom action research with two cycles. Each cycle consists of planning, action, observation, and reflection. The design of this study used Kemmis and Mctaggart classroom action research. There were 27 students consisted of 12 female students and 15 male students of fifth grade in SD Negeri 2 Penambongan as the subject of this research. The data collection used was tes and non-test technique. The test technique is a written test in the form of an essay that is carried out at the end of learning to find out the students' learning achievement. While non-test techniques are in the form of observation sheets for cooperation assessment, teacher activities, student activities, interview sheets and documentation. Data analysis used qualitative and quantitative. The finding reveals that there is an improvement of students' learning achievement and cooperation. It is proven from the mean score of students' learning achievement in the first cycle (78.87) and in the second cycle (91.77). Students' cooperation also increases from 78.6% (good category) in the first cycle and increases to 87.96% (very good category) in the second cycle. Thus, it can be concluded that the Take and Give learning model, assisted by the learning media of the Mysterious Card Box (KOKAMI), can improve students' learning achievement and cooperation among fifth-grade students in SD Negeri 2 Penambongan.