Abstract: Play has no agenda. Children play for their own reasons, and even though their play can exhibit fierce determination, persistence, and a will to mastery, it does so only in the service of goals that children set for themselves. Even as we celebrate the learning that occurs in children's play, and specifically in digital games, we must acknowledge that such learning looks dramatically different from learning in school. Though starkly different on the face of it, we nevertheless believe that play and academic learning can be integrated, something we have witnessed through our own experience as educators and game designers. What is missing from the literature of gaming is a coherent articulation of how that integration can be achieved, an explanation of how a "learning game" can both engage players and fortify their academic learning. We will examine these issues through concrete examples of existing best practices, and speculative designs currently under development at MIT's Education Arcade, and elsewhere.