We describe the use of rapid game prototyping as a pedagogic technique to experientially explore and learn requirements discovery, modeling, and specification in systems analysis and design courses. Students have a natural interest in gaming that transcends age, gender, and background. Rapid digital game creation is used to build computer games quickly and easily using game creation software that requires little or no programming knowledge. It enables the developer to build a quick prototype game and to view the effects of changes almost immediately. The process can be seen as learning-by-making and learning by-design, which are grounded in the learning theories of social constructivism and constructionism. Viewing the game as a system, students worked on an assignment to create a game prototype for a user, determine requirements, and specify the requirements using use-case diagrams and UML class diagrams. Students found this approach innovative, instructive, and entertaining. We describe this approach and outline its benefits. (Contains 1 table and 2 figures.)