32 Int’l Journal of Gaming and Computer-Mediated Simulations, 1(2), 32-51, April-June 2009 Copyright © 2009, IGI Global. Copying or distributing in print or electronic forms without written permission of IGI Global is prohibited. abstraCt In this article, we share a model of game-based learning for use in the context of classroom learning in school. The model is based on the dialectic interaction between game play and dialogic engagement with peers and teacher on one hand and a developmental trajectory of competence-through-performance on the other. It is instantiated in the context of a learning program related to citizenship education using the computer game Space Station Leonis. We argue for the importance of values in all learning, based upon a theory of becoming citizens that is founded on process philosophy. We relate values to dispositions, as articulated manifestations of values, and describe how the Leonis learning program helps to achieve dispositional shifts beftting citizenship education in a globalized and multi-cultural world. [Article copies are avail- able for purchase from InfoSci-on-Demand.com] Keywords: Becoming; Citizenship Education; Dispositions; Game-Based Learning; Identity; Process Philosophy; Space Station Leonis; Values introduCtion Educators face an increasingly diffcult challenge in nurturing students who will develop to become civic-minded, ac- tive, and productive citizens. Effective citizenship education is particularly vital today due to the forces of globalization and multiculturalism that impact the lives of citizens worldwide (Banks, 2008). As societies become more cosmopolitan (Ap- piah, 2007), better understanding between Becoming Citizens through Game-based learning: a V alues-driven, Process approach to Citizenship education Yam San Chee, Nanyang Technological University, Singapore Swee Kin Loke, Nanyang Technological University, Singapore Ek Ming Tan, Nanyang Technological University, Singapore IGI PUBLISHING This paper appears in the publication, International Journal of Gaming and Computer-Mediated Simulations, Volume 1, Issue 2 edited by Richard E. Ferdig © 2009, IGI Global 701 E. Chocolate Avenue, Hershey PA 17033-1240, USA Tel: 717/533-8845; Fax 717/533-8661; URL-http://www.igi-global.com ITJ 4993