Educators and education advocates have recently acknowledged that the ability to think systemically is one of the necessary skills for success in the 21st century. Game-making is especially well-suited to encouraging meta-level reflection on the skills and processes that designer-players use in building such systems. Membership in a community of game producers means sharing thoughts and experiences with fellow players. This ability to gain fluency in specialist language and to translate thinking and talking about games into making and critiquing them (and vice versa) suggests that games not only teach literacy skills but support their ongoing use. Rather than imagining that education can be transformed by bringing games into the classroom, researchers should consider not only the effects of the thinking engendered by those who play, but also by those who design the play. This paper offers an overview of the pedagogy and development process of Gamestar Mechanic, an RPG-style online game designed to teach players the fundamentals of game design. It will discuss some of the early results of the project, with an emphasis on the conceptual framework guiding the work, as well as the kinds of literacies and knowledge structures it is intended to support. (Contains 5 notes.)