An implicit and metaphorical identification of learning with work activity frames the language used to construct learning and the orientation of the teaching practices foregrounded in formal educational settings. Play practices -improvisations, simulations, creative writing, games- as exploratory and creative processes are sometimes present in the L2 classroom, although rarely at the center of L2 pedagogy. In L2 research, the developmental powers of learning as play are marginally explored because of the limiting effects of a learning as working identification (but see exceptions: Lantolf 1997; Lantolf 1999; Cook 1997; Cook 2000; Broner and Tarone 2001; Belz 2002; Pomeranz and Bell 2007; Bell 2009). Inspired by Vygotsky¿s (1978) research on play as a major developmental force, it is argued that learning as play should be transformative. It is defined with the following four features: developmental- historical, imaginative-creative, regulatory-intentional, and conceptual-framing. Three examples are used to illustrate a transformative practice inspired by play: Strategic Interaction (Di Pietro 1987), Creative Writing, and Concept-based Teaching. Learning as transformative play should foreground different pedagogical possibilities when researching and teaching languages in formal educational settings.