This Poster describes the iterative and collaborative design process in use at the Minnesota Historical Society to develop an extension of its in-gallery, iPod-based game “Play the Past” into its Minnesota’s Greatest Generation exhibit. The game project is collaborating with four school partners to design a role-playing game intended to develop both cognitive and emotional empathy. Both types of empathy are viewed as contributing to the development of historical empathy, a component of historical thinking skills. The design process explores pedagogical techniques for developing empathy within a game environment that apply and examines Belman and Flanagan’s (2010) four design principles for fostering empathy in games. The game uses the Aris game platform.