Kids are playful and imaginative by nature. Digital media games has become very popular among kids these days and this trend is just going to peak as we get more depended on digital technology. How should kids interact with digital media? Secondly, the current education system is like an industrial production line setup. Forcing kids to not grow at their own pace. Children need conducive learning environment to play and learn. Kids can learn best from experiential learning. The goal of this project is creation of a new play and learn environment, which is tightly interwoven with a child’s everyday live through the objects and devices that surround him/her and the spaces they inhabit. This project is attempt to provide a play and learn platform using physical toys from kid’s world. I looked at using puppets as facilitators for learning. Physical toys such as puppets are from the realm of a child’s imagination and therefore they relate to it. The platform will allow kids to participate in active role playing game-play and interact with their environment using a puppet glove. This play & learn platform consists of a multi-sensorial physical glove with gesture based input and a content module with different games . The project contributed to study and classification of games/toys. It also contributed to classification of social gestures. A set of nine gestures were derived and implemented from these studies. These gestures were mapped on to a physical puppet, e.g. moving the hands of the puppet will move the virtual character’s hand onscreen. The final set of gestures were arrived at after testing with kids for intuitiveness and ease of use. The project contributed to implementation of a working prototype. The prototype consists of the puppet glove and three working game modules with finalized set of gestures.