In the spirit of true project-based learning, third graders at Yeshivat He’Atid put their learning into action to solve a real world problem and presented their work to an authentic audience. The topics were simple machines and pop-art, the problem was what to do during indoor recess and the authentic audience consisted of parents, grandparents and siblings. The third grade arcade was an amazing display of creativity as students presented their pop-art themed arcade games, all powered by simple machines. The students will never look at skee-ball, dunk tanks or pinball machines in the same way.