If Massive Online Open Courses (MOOCs) are the democratizing educational innovation that many claim them to be, then why do the largest proportion of MOOC learners hold a college degree or higher and live in the world’s most developed countries? What is it about MOOCs that are not ‘working?' What can we learn about the specific learning contexts of underrepresented MOOC population groups that will help us design future massive online courses that are truly open and accessible to learners from diverse walks of life? The extant literature on MOOCs provides useful insights into the motivation levels and behaviors of MOOC learners, but has much less to say about the motivational sources and goals of learners, how MOOCs fit into the contexts of learners’ lives, and the specific considerations and challenges of underrepresented population groups. In phase 1 of the project, through the use of in-depth interviews and surveys, we will seek to better understand how learners from different cultural contexts and education levels behave in and perceive MOOCs, self-directed learning, and other forms of both learning and play. In phase 2, we will design and develop ways to lower barriers to access and make MOOCs more playful and engaging.