This paper describes design considerations and audience reception of museum exhibits intended to entertain and inform. Two of these exhibits (A Different Train of Thought and Play Away, Please!) were produced several years ago, at a time when the interactive-videodisc technology on which they were based was new and innovative. Since then, the state of the art of such technologies for display and interaction has evolved considerably. Following descriptions of the three exhibits, this paper concludes with some remarks about technical platforms, designing for interaction, and strengthening the quality of learning experiences through different applications of one collection of visuals, sound, and information.