This decidedly unacademic presentation provides a broad scientific overview of what research has taught us about the effectiveness of games and game-elements in changing learner behaviors. We will consider how playing a video game changes a person’s behavior, how avatars can shape in-game and out-of-game behavior, and how storytelling helps learners memorize facts. We’ll answer questions like: What makes a game…a game? How do points and rewards fit into games? Why are challenges, feedback, and interactivity the keys to successful games? Do serious games have to be entertaining to be educational?