Abstract.Recent research has shown that differences in software design and content are associated with differences in how much students game the system and go off-task. In particular the design features of a tutor have found to predict substantial amounts of variance in gaming and off-task behavior. However, it is not yet understood how this influence takes place. In this paper we investigate the relationship between a student's affective state, their tendency to engage in disengaged behavior, and the design aspects of the learning environments, towards understanding the role that affect plays in this process. To investigate this question, we integrate an existing taxonomy of the features of tutor lessons [3] with automated detectors of affect [8]. We find that confusion and frustration are significantly associated with lesson features which were found to be associated with disengaged behavior in past research. At the same time, we find that the affective state of engaged concentration is significantly associated with features associated with lower frequencies of disengaged behavior. This analysis suggests that simple re-designs of tutors along these lines may lead to both better affect and less disengaged behavior.