"I can't do this" and "I'm not good at this" are common statements made by kids while trying to learn. Usually triggered by affective states of confusion, frustration, and hopelessness, these statements represent some of the greatest problems left unaddressed by educational reform. Education has emphasized conveying a great deal of information and facts, and has not modeled the learning process. When teachers present material to the class, it is usually in a polished form that omits the natural steps of making mistakes (feeling confused), recovering from them (overcoming frustration), deconstructing what went wrong (not becoming dispirited), and finally starting over again (with hope and maybe even enthusiasm). Learning naturally involves failure and a host of associated affective responses. This project aims to build a computerized learning companion that facilitates the child's own efforts at learning. The goal of the companion is to help keep the child's exploration going, by occasionally prompting with questions or feedback, and by watching and responding to the affective state of the child�watching especially for signs of frustration and boredom that may precede quitting, for signs of curiosity or interest that tend to indicate active exploration, and for signs of enjoyment and mastery, which might indicate a successful learning experience. The companion is not a tutor that knows all the answers but rather a player on the side of the student, there to help him or her learn, and in so doing, learn how to learn better.