Serious games, also games with a purpose beyond entertainment, are often promoted as a means of increasing player well - being, for example, by providing cognitive stimulation for older adults (Anguera et al., 2013), encouraging physical activity among sedentary audiences (Staiano and Calvert, 2011), or engaging player s in otherwise tedious activities that relate to learning and therapy (Waddington et al., 2015). However, we rarely ask questions around negative implications of trying to leverage games to improve well - being, effectively trying to improve players. In this paper, I will discuss outcomes from two research projects addressing the design, implementation and evaluation of games for marginalised groups, older adults and young people with disabilities (Gerling et al., 2015; Gerling et al., 2016). In both projects, instances of vulnerability (e.g., older adults being reminded of age-related changes and in abilities rather than being encouraged to be more active through play) were observed in relation to player engagement, suggesting that games and play can in fact do harm and be discouraging by pushing players to better themselves. The paper will draw from research streams in critical gerontology (e.g., Katz and Calasanti, 2015) and critical disability studies ( Goodley, 2013) to understand these observed instances of vulnerability, and reflect on implications of a problem - centric design approach for the experience players have. Further, it will raise questions around the nature of games, the drive to give them purpose to turn them into a valuable pastime, and how this affects design decisions and our views of players particularly when working with marginalised groups. Building on this analysis, the paper will present ideas that reflect a critical perspective on gaming for well - being, and aims to outline challenges that games research need s to address in the future to ensure all players benefit from the engagement with games. References Anguera, J.A., Boccanfuso, J., Rintoul, J.L., Al - Hashimi, O., Faraji, F., Janowich, J., Kong, E., Larraburo, Y., Rolle, C., Johnston, E., and Gazzaley, A. 2013. ‘Video game training enhances cognitive control in older adults’. Nature 501(5), 97 - 101. Gerling, K., Hicks, K., Kalyn, M., Evans, A., and Linehan, C. 2016. Designing Movement - based Play With Young People Using Powered Wheelchairs. Proceedings of the 2016 CHI Conference on Human Factors in Computing Systems. Gerling, K., Mandryk, R., and Linehan, C. 2015. Long - Term Use of Motion - Based Video Games in Care Home Settings. Proceedings of the 2015 CHI Conference on Human Factors in Computing Systems, 1573 - 1582. Goodley, D. 2013. Dis/entangling critical disability studies. Disability & Society 28(5), 631 - 644. Katz, S., and Calasanti, T. 2015. Critical Perspectives on successful ageing: Does it ‘Appeal more than it illuminates’? The Gerontologist, 55 (1), 26 - 34. Staiano, A. E., and Calvert, S. L. 2011. Exergames for Physical Education Courses: Physical, Social, and Cognitive Benefits. Child Development Perspective s 5, 93 – 98. Waddington, J., Linehan, C., Gerling, K., Hicks, K., and Hodgson, T. 2015. Participatory Design of Therapeutic Video Games for Young People with Neurological Vision Impairment. Proceedings of the 2015 CHI Conference on Human Factors in Computing Systems, 3533 - 3542.