Kurt Squire knew something unusual was happening in his after-school Western civ program. His normally lackluster middle and high school students, who'd failed the course once already, were coming to class armed with strategies to topple colonial dictators. Heated debates were erupting over the impact of germs on national economies. Kids who didn't know Pompeii from Plymouth Rock were suddenly mapping out the borders of the early Roman Empire. This report discusses how video games are used at teaching tools and how they can offer things that traditional teaching cannot. It stresses that a good game can motivate students to understand things they couldn't, or wouldn't, learn before.