Computer and video games have become an increasingly prevalent form of entertainment. While the primary purpose of games is entertainment, the underlying design employs a variety of strategies and techniques which require players to analyze, synthesize, and to use critical thinking skills. Ironically, these are also many of the same types of critical thinking skills educators and instructional designers attempt to foster when creating educational materials and media. The purpose of this paper is to present an overview of a 3D game-based learning environment and to highlight some of the issues that arose during the design, development, and production. Specifically, this paper presents (a) game design elements which can be appropriated (looted) from game design, (b) cognitive research that supports the integration of the elements for instructional design, (c) a discussion of challenges encountered while creating a 3D game-based learning environment with limited resources, and (d) various low-cost and free resources (to avoid ninja looting).