In this article the author explores the construction of place within virtual worlds and, in particular, in video games that appeal widely to children and youths. With the notable exception of "edutainment" titles, gaming and education have traditionally been viewed as separate pursuits. Yet, after school, millions of children and teens spend inordinate amounts of time immersed in virtual worlds that invite exploration and reward. Although they are ignored or, worse yet, dismissed by many adults, video game environments are valued place contexts for millions of young people. The author explores the elements of design that make virtual worlds so attractive to gamers and suggests strategies for incorporating video games into educational programs in a pedagogically sound way. (Contains 2 figures.)