We describe TickTock, a conversational agent designed to engage humans on topics of its choosing and to carry on an interaction for as long as possible. Our prototype uses a database of talk show transcripts featuring guests from the film industry. To be an interesting companion Tick Tock uses immediate context from the last two turns to formulate queries into a database of utterances. The process is automatic. TickTock monitors user engagement and performs certain moves, such as topic shifts, based on its assessment of user state. Initially we used utterance content for monitoring and subsequently we begun to investigate non-language cues, such as prosody and visual cues to create a more robust engagement model based on multiple human communication channels.