One of the benefits of computer game-based learning is the ability of certain types of game to engage and motivate learners. However, theories of learning and engagement, particularly in the sphere of higher education, typically fail to consider gaming engagement theory. In this article, the author examines the principles of engagement from games designed for entertainment, applies these principles to the design of learning activities, and presents a model of learning engagement. The article examines literature on computer games and engagement, draws together the findings from a series of interviews, and applies these in an educational context. The author hypothesizes five factors that contribute to engagement with a learning activity and provides an example of the use of these factors in practice. The article concludes by considering further potential applications of the model. (Contains 2 tables.)