As new technologies enable increasingly sophisticated game experiences, the potential for the integration of games and learning becomes ever more significant. Motivation has long been considered as an important step in learning. Researchers suggest Csikszentmihalyi’s Flow Theory as a method for understanding and implementing motivation. This bears significance since games foster play, which produces a state of flow, which increases motivation, which supports the learning process. However, this relationship is not as straightforward as it first seems. Research also shows that reflection is an important part of the learning process and while in the state of flow, players rarely reflect on the learning that is taking place. This paper explains how games can act as effective learning environments by integrating reflection into the process of play, producing an endogenous learning experience that is intrinsically motivating.