This paper describes <i>Wordplay Games</i>, a project involving two iterations of a two-game educational module. Each module, composed of the games <i>Code Invaders</i> and <i>Cipher Force</i>, is meant to supplement traditional classroom practices and improve middle-grade student vocabulary knowledge. The original version of the <i>Wordplay Games</i> module uses commonly encountered academic words and is meant for in-class play using Nintendo DSi handheld gaming devices. The current iteration of the module uses content-specific vocabulary for social studies and science classes. In order to better integrate with traditional classroom practices, the games are played online at home and are reinforced with related in-class activities. The work is supported by the Bill & Melinda Gates Foundation and Educause.