In the spring of 2005, the author designed and taught a graduate-level course on digital game-based learning primarily for teachers. Teachers cannot be expected to embrace digital games as a tool for learning unless they have a sound understanding of the potential as well as the limitations, and are confident in their ability to use games effectively to enhance learning. The course was designed as an introduction to digital games and gaming for instruction and learning. In it, students explored the theories, the possibilities, considerations and constraints related to the design of instructional games, and the use of learning and commercial entertainment games in classroom and out-of-class settings. The design of the course, along with the rationales, will be outlined and participant reaction will be profiled. Suggestions for future course designs are described, as well as key elements crucial for teacher preparation. Ultimately, the success of digital games as a medium for learning depends to a large extent on the abilities of new and practicing teachers to take full advantage of this medium.