The late 1980s saw the emergence of a new genre of instructional media, "edutainment", which utilized the capabilities of multimedia personal computers to animate software designed to both educate and entertain young children. This paper describes the production of, marketing of and play with edutainment software as a contemporary example of long-standing tensions between the cultural categories of education and entertainment, play and learning. Like prior efforts to wed learning and play, edutainment was founded on the ideal of broadening access to academic learning. Yet, as it became a mainstream commercial enterprise, it was increasingly targeted towards accelerating the achievement of successful children. After first describing the industry and marketing context of edutainment, this paper describes cases of play with edutainment software in an after-school computer club. The analysis utilizes the concepts of "multimedia genre" and "participation genre" to read across sites of production, distribution and consumption to examine how genres of entertainment, education and edutainment are constituted through the circulation of and play with media artifacts. As in the case of the industry and marketing context, instances of play with edutainment titles follow certain genre conventions of engagement. Titles that are based on academic content and modes of engagement, even with a wrapper of entertainment style, invite a competitive orientation and interaction focused on fulfilling the minimal conditions for moving ahead and getting credit for completion of a task. Unlike more exploratory or construction-oriented software titles, these genres of software are marketed and keyed to the social demands of middle class achievement. (Contains 2 notes and 4 figures.)