This article describes a graduate distance education course at North Carolina State University, which combined science content and pedagogy with video game design. The course was conducted entirely in a synchronous, online, Virtual Learning Environment (VLE) through the ActiveWorlds[TM] platform. Inservice teachers enrolled as graduate students in science education learned to construct video games as a supplement to their science instruction. The ultimate objective of this course was to advance student achievement and interest in science by providing teachers with a viable source for integrating video game technology into the curriculum. A case study design suggested positive student attitudes toward course satisfaction. The implications of these results suggest a positive avenue for technology integration in teacher education that meets the growing demand for engaging students in all content areas. (Contains 2 figures, 1 table and 1 note.) [This project was funded by the North Carolina State Distance Education and Learning Technologies Alliance.]