Most teachers only dream of their students spending the amount of motivation, attention, passion, and critical thinking on their classes that some students do playing videogames. This investigation examines the success, pitfalls, and lessons learned from incorporating videogame-like components into an educational technology class. For example, just as videogames are composed of levels, students in this class chose various levels at which to complete assignments but had to earn a certain number of points before being able to move on to the next assignment. Students' think-aloud data as they completed assignments show parallels between their cognitive, motivational, and affective processes and those of gamers. Comparing course evaluations, student comments, and focus group data across several iterations of the class, including a traditional version that primarily consisted of direct-teaching, suggests that integrating principles of videogames into the structure of a class can help motivate learners, differentiate instruction, and increase student learning. The term "game-based teaching" is derived from Prensky's notion of "game-based learning" in order to focus more on how teachers can incorporate lessons from videogames into their classroom teaching with or without technology. (Contains 1 table.)