The purpose of this chapter is to explore how learning, by making games, can provide opportunities for higher-order thinking such as problem solving, decision-making, and knowledge construction in children. As the game design process involves students drawing on multiple intelligences, it often provides students who are typically not successful in school with a chance to see themselves as capable members of the classroom learning community. In the classroom, computer-based game-making activities give students the opportunity to create lively interactive simulations for any subject, for any grade level, and can be used by students with a wide variety of learning styles. Game making can be used as an alternative way for students to communicate information and demonstrate their knowledge and understanding.