“Fun is just another word for learning.” This statement is not from from some lofty edutech startup brochure with the inescapable stock image of smiling Millennials pointing excitedly at some nondescript laptop. It is the conclusion of game design doyen Raph Koster’s bestselling book, A Theory of Fun for Game Design. But if that’s the case, why is learning often anything but fun? And what might we learn from people like Koster in making it more so? This talk teases out what structural and contextual features make learning in games and formal schooling alternatively engaging and unengaging, and what lessons educators may draw from that.