Interactive digital media, or video games, are a powerful new medium. They offer immersive experiences in which players solve problems. Players learn more than just facts-ways of seeing and understanding problems so that they ''become'' different kinds of people. ''Serious games'' coming from business strategy, advergaming, and entertainment gaming embody these features and point to a future paradigm for e-learning. Building on interviews with leading designers of serious games, this article presents case studies of three organizations building serious games, coming from different perspectives but arriving at similar conclusions.This chapter argues that such games challenge us to rethink the role of information, tools, and aesthetics in a digital age. O ver the past decade, e-learning has been a dominant paradigm for the electronic development, management, and distribution of learning materials. But as many critics have noted, most e-learning is nothing more than online lectures or course notes, and the basic organizing metaphors of traditional classroom learning-knowledge as discrete and abstract facts, learning as ''acquisition'' of content, and therefore instruction as the organization, dissemination, and management of that content-have gone unchanged (cf.