This document discusses how emerging technologies like virtual worlds, games, and mobile devices are changing learning and integrating real and virtual worlds. These technologies are shifting learning away from traditional classroom models towards more learner-centered discovery and collaborative peer learning anytime, anywhere. The Serious Games Institute is exploring how serious games and integrating real and virtual worlds will impact future learning through location-aware applications and personalized, proactive buildings that facilitate relationships and blended synchronous/asynchronous learning.