Presentation for the VII International Seminar of the UOC UNESCO Chair in e-Learning Literacy levels in most poor countries remain shockingly low and formal education is making little progress. MILLEE improves literacy through language learning games on cellphones – the “Personal Computers of the developing world” – which are a perfect vehicle for new kinds of out-of-school language learning. The project focuses on developing scalable, localizable design principles and tools for language learning. The challenges are (i) to integrate sound learning principles, (ii) to provide concrete design patterns that integrate entertainment and learning, and (iii) to understand cultural and learning differences in children in developing regions.