Over the past few years, games have gone from social pariahs to the darlings of the media, technology, and now educational industries. E-learning educators in particular stand to learn a lot about building next-generation learning environments from games. While online courses are usually little more than "online course notes," games offer entire worlds to explore. While educators wonder if it is possible to create good online learning communities, game designers create virtual societies with their own cultures, languages, political systems, and economies. While completion rates for online courses barely reach 50%, gamers spend hundreds of hours mastering games, writing lengthy texts, and even setting up their own virtual "universities" to teach others to play games. In short, while e-learning has a reputation for being dull and ineffective, games have developed a reputation for being fun, engaging, and immersive, requiring deep thinking and complex problem solving. Given emerging research on how video games and associated pedagogies work in designed settings, it seems the important question is not whether educators can use games to support learning, but how they can use games most effectively as educational tools. The explosion of research initiatives, conferences, books, and software focused on educational games suggests that computer and video games will have some part in education, just as all media before them have been used for learning. However, the history of educational technology also suggests that educators will abandon media that do not fit the social organization of schooling. This article is a mini-comparative case study, drawing on two separate cases where the computer game Civilization III was used as the basis for units and activities exploring world history. Each site was chosen in part for convenience as partnering institutions and organizations expressed an interest in using games as to support learning. In both sites, educators' primary concern was finding experiences to engage kids who felt alienated from school. In the urban high school case, educators were looking for an alternative for students who had little interest in studying history and who did not necessarily believe the mandated, state-sanctioned history presented to them. In the after-school context, educators similarly sought to engage students to develop historical understandings as well as to become more affiliated with school-based learning in general. (Contains 1 figure, 1 table and 5 exhibits.)