Educators and researchers have been interested in understanding games and theirapplication for educational purposes for many years. Both have sought to comprehendhow these technologies can be used in formal and informal settings to promote learning.Examining how, and if, learning is occurring with games is essential to expand the bodyof knowledge in the education field. This study addressed childrens learningexperiences with online educational games during a 10-day research-based game-playingprogram. Participants in the program were introduced and encouraged to play mathgames in a virtual world, Club Penguin, covering basic arithmetic and geometricconcepts. Cognitive-constructivist theoretical perspectives were used to frame this study.Problem solving was identified as a key construct of game playing and learning.Motivational components of games were also examined to indicate childrensengagement (or disengagement) in playing educational games. A qualitative case studyapproach was designed to investigate childrens understanding of and engagement inplaying serious games as well as to explore strategies used to succeed in play. This studygenerated data over a two-month period in a private elementary school and at aparticipants home using primary participant observation and interview methods.Participants included six- to ten-year-old children. The research led to three conclusions:(1) engagement was a result of intrinsic and covert academic content in games; (2)cheating strategies in serious games may undermine learning; and (3) high degree ofproblem solving in serious games fosters creativity. Future research in games shall betterunderstand childrens references, needs, limitations and desirable activities beforeengaging in game design and using games in education.