This study examined an 11th grade high school class as they played the game Civilization III. Over nine class sessions students played the game in support of other activities related to several predetermined and emergent topics in U. S. history. Gameplay was whole-class oriented and involved students taking turns at the computer controlling actions in the game. Qualitative methods were used to analyze data that included observation, student work, interviews with students and the teacher, and a journal maintained by the teacher. Findings are presented in four areas, suggesting that Civilization III gameplay is complex and requires creative thinking about how to use game within the constraints of standard U. S. history curricula. Given the findings of this study, we suggest that teachers can make effective use of Civilization III in U. S. history classes when care is taken by the teacher to situate students' game experiences in rich classroom discussions and specific non-game oriented activities. (Contains 2 tables.)