Games, and the game-design process, have received attention from researchers and educators due to their potential to serve as contexts to teach design and problem-solving skills for several reasons. First, games are inherently attractive for young children (Gee, 2003; Papastergiou, 2009; Prensky, 2003). The process of game-design, therefore, has a natural appeal, because the outcome of the process (i.e., the games) is meaningful and fun for the creators. This makes the process of game-design enjoyable and intrinsically motivating as the students get to work on things that they personally value. Designing learning environments to teach children digital game-design, while also aiming to teach thinking skills such as problem-solving, requires going through a rigorous process of instructional design, and integration of technology. The instructional design process requires bringing different variables together to work in harmony: theories, pedagogies, and technology (Mishra & Koehler, 2006). Integrating technology into teaching introduces an additional variable into the mix, and makes this process more complex (Koehler & Mishra, 2009). For this reason, in educational technology, “design” is front and center, requiring the process to be based on theory, grounded in data, and focused on problem-solving (Smith & Boling, 2009). In this presentation, I will present information regarding the design and implementation of a technology-rich learning environment for middle-school students: Game-design and Learning courses (GDL). Since its inception in 2011, I have offered GDL courses to more than hundred students, including students from disadvantaged backgrounds. Through GDL curriculum, students learn, in an engaging way, the basics of digital game-design, programming, and more importantly complex problem solving. In my research, I have shown how the curriculum used at the GDL courses successfully reached these outcomes. In the current paper, I detail how such a technology-rich environment can be built, giving participants some concrete examples that they can take home and use, also some instructional design concepts that they can utilize while building their own.