Many researchers have studied the use of game-based learning. Game-based learning takes many forms, including virtual reality, role playing, and performing tasks. For students to learn specific course content, it is important that the selected game be suited to the course. Thus far, no studies have investigated the use of game-based cooperative learning in an operating systems course. For this study, an online game was developed to enable students to learn cooperatively. The findings indicate that students' desire to win the game motivates them to learn from online course materials before they play, which in turn can enable them to achieve better learning outcomes.