Advocates of electronic educational games often cite the work on motivation to support the use of games in education. However, motivation alone is inadequate to facilitate learning. Many of the educational games that focused their game design solely on the motivational effect failed to be either educational or entertaining. Theory and research is needed to explore how various instructional theories and models may inform the design of educational games that are not only motivating but also effective in facilitating student learning. In this paper, we present an educational game that was designed with this purpose in mind. We describe how various instructional theories and models guided the design of the game and present a study conducted to evaluate the effectiveness of the game in facilitating motivation (as measured by flow and immersion) as well as student learning.