In this paper, I describe the elements of a curriculum designed to teach middle school students how to solve complex problems using digital game-design as the main activity. Based on theories of problem solving and teaching of problem solving, and harnessing the affordances of digital game-design (ie, engagement) the created problem-solving curriculum incorporated activities that gave students hands-on experiences with both design, and problem-solving at the same time. While there are many similar efforts, what separates this initiative from the others is the careful attention placed on the curriculum, especially in creating clear links between game-design and complex problem-solving tasks.