Flow theory has had a major influence on game scholars’ and designers’ understanding of the psychology of enjoyment of digital games and how that enjoyment might contribute to learning. However, a fuller understanding of how flow is experienced in social play is needed because digital games are increasingly played in groups, because theories of game-based education increasingly prioritize cooperative learning methods and goals, and because there has been surprisingly little study of whether flow contributes to learning. This chapter synthesizes the relevant literature to conceptualize how games might foster flow and cooperative learning through social play. It also proposes a theoretical model and lays out a research agenda that can help guide future studies of social gameflow and learning, and inform the design of educational games and learning contexts.