I want in this paper to talk about video games and play. But let me start with games and learning. In past work, I have argued that good video games are “learning engines”. Good commercial video games are, for the most part, highly engaging problem-solving spaces. Since video games are often long, difficult, and complex, they must get themselves learned and mastered in effective ways. If they could not be learned and mastered in a motivating fashion, no one would play them, at least for entertainment.