This podcast is a recording of a presentation by Dr. Bernie Dodge at MacWorld 2007 at the K-12 Educators Market Symposium produced by California's Computer Using Educators Inc. His topic was Engaging Brains with Games and Simulations. The theme of using games to engage students in learning is common to many educational technology conferences, but the depth of analysis which Dr. Dodge lends to this subject is refreshing. He discussed a formula for learning power (Learning Power = Attention x Depth x Efficiency) in his presentation that can assist educators attempting to use games in their instruction. He also reviewed three gaming environments for learning: Inform 7 (interactive fiction,) Star Logo TNG, and Second Life. His department at San Diego State University has its own virtual home in SL, and Dr Dodge outsourced its construction to a designer in Hawaii. Clearly we are living in the 21st century. Now our challenge is to transform our learning environments utilizing the tools of engagement available to us!