The use, reuse, and remixing of commercial games has influenced the field of educational gaming. Part of this influence is felt though a number of popular game engines whose code has been released for the creation of games by other groups. This paper follows one group’s progress of using the open-source and highly successful commercial game engine Quake III. We modified Quake III using a number of techniques and resources to develop the educational game Voices of Spoon River (VOSR) 3D with the goal of teaching a work of classic poetry. We present the results of the design and development efforts through a discussion of the game play, and highlight specific changes Quake III has undergone. We present how we linked our instructional design model within the game activity. Finally, we offer insights on the difficulties, triumphs and suggestions on “what to watch out for” when undertaking such a project.