The research titled "Bajau-tainment" Educational Game (Edu-game) is a research project that focuses on the development of a Puzzle Game designed to improve memory, specifically in language learning. In this game, players must arrange randomized letters to form a word in the Bajau language. This research applies the shuffle random algorithm, which aims to ensure that the arrangement of letters is always shuffled, making the gameplay dynamic, non-monotonous, and engaging. AI Artificial Intelligence (AI) technology will also be applied in this research. Using the Finite State Machine (FSM) model method, the game will feature a game agent character that will accompany children during gameplay, like how a friend accompanies students in a classroom. This virtual friend can display emotions such as happiness or sadness based on the game environment. The research aims to make this edu-game more appealing and interactive for children. The AI game agent will act as a friend who accompanies the child throughout the game.