This session describes field tests of handheld digital games designed to promote middle-school science learning. Students play the games as homework. Game-play provides metaphorically relevant, scientifically accurate experiences that prepare them for subsequent science instruction. Curriculum materials help teachers draw connections between game activities and target content. We will describe our model and findings, focusing on implications of moving game-play out of the normal instructional routines of the classroom. I will relate this project to others using a “flipped classroom” model, and explore how both approaches can inform the development of the focused, productive relationships between in-classroom and out-of-school-time learning experiences.