Poor literacy remains a decisive barrier to the economic empowerment of many people in the developing world. Of particular importance is literacy in a widely spoken “world language ” such as English, which is typically a second language for these speakers. For complex reasons, schools are often not effective as vehicles for second language learning. In this paper we explore game-like language learning on cell phones. We argue that phones are an excellent technology platform in the typical ecologies of developing countries. We present the PACE framework that is intended to support the rapid, scalable development of language learning software localized for a particular community of learners. These learners are usually skeptical of formal education and of cultural biases they encounter in learning “remote ” languages in particular. Localization of content is crucial to make the language relevant to them and to encourage them to adopt it