We have developed a pedagogical game called Downward Spiral that illuminates the dangers associated with continued drug use (including alcohol). The game provides facts, quotes, and episodic consequences that can adversely affect each player's mental and physical health, social support, and financial/legal situation over the course of the game. The conceptual and empirical foundations of the game (both a college prevention version and substance abuse treatment version) are discussed. Pilot studies with college students and residents at a substance abuse treatment facility for probationers indicate that Downward Spiral is engaging, informative, and thought provoking. Plans for examining the impact of this game as a preventive technique (for the college setting) and as an approach to increasing motivation for substance abuse treatment are described.