Much has been written about literacy and popular culture but less about the role, if any, of popular culture in children's play. In view of the fact that play is recognized by many as a primary mode of learning, particularly in the early years, and also as an essential process in the representation of ideas and feelings, this is something that needs to be explored. Seeing play as an integrating mechanism allows people to explore just what influences and experiences children draw on in their representations and re-representations. Some of these will, inevitably, fall into the realm of popular culture. In this exploratory, philosophically-based piece, the author explores some of the ideas and thoughts about popular culture. The author draws on the observations she has made, over a long period of time, of two of her grandchildren, Hannah and Ben, in a range of situations and contexts and on the work of artists, thinkers and writers in analysing these. This piece suggests that culture is inextricably involved in the play where educators find children drawing on everything that seems relevant from their own lives and experience, confirming notions of play as an integrating mechanism. The implication of this is that educators must know more about culture per se and about popular culture in particular and know how to set up learning situations where children are invited to create cultures of their own. This hard-to-get-at knowledge will help educators recognize what it is that children are referring to in their play. Finally, the piece urges that educators need not only to build on what children already know and can do, but to offer something that presents a cognitive challenge so that children are engaged and excited.