Our goal in this work has been to bring together the entertaining and flow characteristics of video game environments with proven learning theories to advance the state of the art in intelligent learning environments. We have designed and implemented an educational game, a river adventure. The adventure game design integrates the Neverwinter Nights game engine with our teachable agents system, Betty’s Brain. The implementation links the game interface and the game engine with the existing Betty’s Brain system and the river ecosystem simulation using a controller written in Java. After preliminary testing, we will run a complete study with the system in a middle school classroom in Fall 2005.