While much literature on girls and video games offers games for girls as presenting an empowerment through the possibility f or girls of active engagement and the possibility of honing skills to win, this paper argues that things are not so simple. Based on a study of children between the ages of 8 and 11 playing video games in after school clubs in Sydney, Australia, the paper argues that most video games are one site for the production of contemporary masculinity. On this basis it is argued that girls playing games have to negotiate complex performances which demand qualities traditionally ascribed to masculinity alongside those ascribed to femininity. This produces difficulties for girls in competing to win while at the same time displaying sensitivity, caring, and co-operation. This is discussed by analysing what happens when some girls play.