This study aims to investigate the cognitive and affective impact that a Web-based Flash game called "Color in Motion," has on teaching visual arts to elementary grade students. Pretests and posttests, observations, recordings of on-screen game play activity, and interviews were used as the data collection instruments for this study. Pretests and posttests were used to identify if the game had cognitive impact on learners. Observations and recordings of on-screen game play activity were utilized to inform the affective impact of gaming on students' learning. Interviews were to understand the cognitive and affective impact of the Web-based Flash game on students' learning. Six 10-to-12 year old students recruited from a Midwestern after-school club participated in this study. The findings showed students' cognition of basic color attributes did not have notable improvement; however, most students were able to recognize the color symbolism after playing the Web-based Flash game. In addition, most students demonstrated engagement, expression, and exploration well while playing the game, but persistence of the game playing was lacked. Overall, all students were very positive about using the Web-based Flash game to learn the visual arts. Consequently, the findings of this study indicate that games have a promising future in teaching arts for elementary grade students.