The purpose of this interpretive phenomenological study was to explore at-risk students' experiences and engagement with game-based learning in a Northwest Florida middle school through their shared experiences of the phenomenon. At-risk students are in danger of grade-level retention if they do not close their achievement gaps on standardized assessments (Bay District Schools, 2018). Strategies such as game-based learning could potentially engage at-risk students and improve their achievement (Owen & Licorish, 2020). In this qualitative study, at-risk students' experiences with game-based learning were explored through the lens of Csikszentmihalyi's (1990) flow theory, which focuses on the experiences of individuals while engaged in a task. Increased engagement occurs when most flow theory constructs are present within an activity and/or individual such as goals, feedback, a balance of challenge and skill, awareness, concentration, no sense of failure, no sense of self, a quickened sense of time, and an autotelic sense of motivation (Csikszentmihalyi, 1990). A target research sample consisting of at-risk students who were in danger of grade-level retention due to poor performance on standardized assessments was explored in a multi-tiered system of support (MTSS) classroom. Data were collected through interviews, observations, and student journals and analyzed using the modified van Kaam (1959, 1966) method (Moustakas, 1994). Findings from the study revealed how at-risk students experienced increased engagement from game-based learning. However, an imbalance existed between game-based learnings' challenges compared to participants' skills. Future research could conduct a quantitative study to evaluate how game-based learning effects at-risk students' academic achievement. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com.bibliotheek.ehb.be/en-US/products/dissertations/individuals.shtml.]