BrainPOP and the Institute of Play have gotten to work together in a near-ideal development process for a game-for-learning: classroom teachers working with professional designers and developers, with constant iteration and testing, leading to broad distribution by a respected brand. They’ll share lessons from this case study in collaborative development involving the classroom, including: going from paper to tablets, in-person to multiplayer online; embracing the differences between intended and actual implementation in the classroom; and from a handful of classrooms to many subject areas and millions of users.