The use, reuse, and remixing of commercial games has influenced the field of educational gaming. Part of this influence is felt though a number of popular game engines whose code has been released for the creation of games by other groups. This paper follows one group's progress of using the open-source and highly successful commercial game engine Quake III. The authors modified Quake III using a number of techniques and resources to develop the educational game Voices of Spoon River (VOSR) 3D with the goal of teaching a work of classic poetry. The authors present the results of the design and development efforts through a discussion of the game play, and highlight specific changes Quake III has undergone. The authors present how they linked their instructional design model within the game activity. Finally, the authors offer insights on the difficulties, triumphs and suggestions on "what to watch out for" when undertaking such a project. (Contains 2 tables, 1 figure and 1 footnote