Introducing some of the most unlikely -- and effective -- instructors who may ever have an impact on your children's education: a sleepy-eyed mouse named Pepper, an androgynous detective wearing oversized red high-tops, the ringleader of an international gang of thieves named Carmen Sandiego and the most celebrated rodent the world has ever known.

An alert 3 1/2-year-old sits in his father's lap watching the computer screen carefully, his small fingers poised over the keyboard. It is the third consecutive night he has asked to "play the computer games." His confidence about what to do has grown remarkably. Bedtime will come and go unnoticed.

An orchestral overture of "Zip-A-Dee-Doo-Dah" fades as the computer screen lights up with Mickey Mouse's living room -- a full-color pixel scene that, except for the slight stiffness of most computer animation, replicates the look and sounds of a Disney cartoon.

A snoring Mickey is asleep in his easy chair. The boy presses the 'H' key. Nothing happens. Perplexed, he looks over the keyboard again, and with a laugh smacks a hand to his little forehead. "Mickey's 1-2-3's!" He practically sings out the name of the game, reaching for another key. "I gotta press a number."

Immediately Mickey wakes up and announces he's planning a surprise birthday party for Goofy and needs help. By pressing number keys, the boy determines which chores he and Mickey'll do first. Invitations must be sent, gifts made at the toy factory, groceries bought -- all concealing age-appropriate learning and mathematical exercise in the kind of fun that engages a child's mind.

When Mickey's at the post office, the child strikes keys that send invitations to any of 10 Disney characters; he invites Donald Duck, Chip 'n Dale, Minnie and Gus the Goose. Minutes later, at the market, he has to decide how many hamburgers, fries, apples and milks Mickey must buy to feed everybody. At the party, the boy dishes out the food; this time, too much for Minnie and Donald leaves Gus noticeably disappointed with an empty plate. The father comforts his son, "Don't worry about Gus. You'll learn."

And he will. Much to his delight. Whether he knows it or not. This is the new generation of educational software for kids. Though there are some success stories, most software developed for classrooms has never fulfilled the promise that computers would revolutionize learning. But software publishers have been learning some lessons themselves about what it takes to lure children to learn. The latest lines of these products are high tech and higher priced than predecessors (about $20 and up). Made for home and school, they reflect an attitude and teaching savvy that builds basic learning skills while tickling a child's funny bone and fancy alike.

"These products were meant to be fun first, and therefore kids learn better. Everybody learns better when they're having fun," says Ralph Giuffre, director of marketing at Disney Computer Software, whose first three kids' software releases all star Mickey and target ages 2 to 5. Adding to their appeal is cartoon music and the voices of characters, available through "The Sound Source," a $35 box of microchip hardware (MS-DOS only) that connects to the back of the computer (without it, you get only computerized sound effects).

Echoing its competitors, Disney is labeling its new product "children's software" -- not "educational software," which publishers say bears a stigma. "For most kids, you say 'educational' or 'learning' and they immediately freeze up or think it's going to be boring," says Giuffre. "We're just trying to introduce kids to numbers and letters and colors and shapes. We make the learning really transparent. We make no pretense that, if you buy this, in 30 days your children will be able to count or spell or whatever."

But basic skills underlie practically every movement on the screen. In "Mickey's Colors and Shapes," for instance, children choose between colors and shapes that help Mickey during three acts of a magic show. In "Mickey's ABC's," they punch any letter on the keyboard and Mickey does something in his home or down the street at the fairgrounds. Type "D" and the word "dog" appears, a voice enunciates "dog," and Mickey walks to the door to let Pluto race in. Type "M" when Mickey's upstairs and the word "mirror" is enunciated and appears as Mickey goes into his bathroom and smiles in the mirror. Type "M" again and Mickey makes a face in the mirror.

"Not only are they learning that 'F' stands for 'fair,' they are also learning where 'F' is on the keyboard," says Giuffre. "In a very subtle way, they are learning letters and words. We're not trying to teach them to type, but they're also learning the keyboard. And they're learning that a computer is something to have fun with."

Ironically, some credit for the industry shift to fun learning games goes to Nintendo. True, the electronic arcade craze that exercises mostly joystick skills has been the bane of parents worried that their kids' minds would atrophy if they played "Super Mario Bros." one more time. And, yet, according to some educational software makers, Nintendo may have habituated a generation of young kids to computerdom.

"Nintendo should be congratulated for what they're doing for kids, because it's incredible how it has changed what we're doing," says Sharyn Fitzpatrick, a spokeswoman for The Learning Co., a Fremont, Calif., software publisher that markets nine programs for children, ages 3 though 14. "With Nintendo, we as publishers had to redefine what was fun for kids. What we found was we could hide the educational element from the child. We came up with a whole campaign which says, 'Shhh! Don't tell them they're learning.' "

Comparing its recent software releases to previous ones discloses just how much The Learning Co.'s "formula" has changed. "Reader Rabbit" and "Math Rabbit," for instance, are two of the company's award-winning, early-learning programs (ages 3-7). Though enjoyable and effective, their animation and technology now seem dated by the slick animation and compelling story line and mischief of its new Super Solvers Series.

Even the promos are an indication. On the cover of "Reader Rabbit's" user's guide: "Four animated games build fundamental skills required for good reading and spelling." The pitch for the four Super Solvers games: "Adventures that bring learning to life." Similarly, the "Reader Rabbit" screen seems as two-dimensional as a classroom blackboard, asking kids to unscramble words into picture labels and create trains with words having similar letters. In "Treasure Mountain," a game that exercises reading and thinking skills (ages 5-9), three-dimensional action explodes with animated elves and flashing coins as kids direct the red-sneakered Super Solver character (of no gender or name) in finding buried treasure.

Judging from the Super Solvers Series, plot has taken precedent over pedantry in new kids' software. In "Midnight Rescue" (ages 7-14), for example, the challenge is to prevent Morty Maxwell, the Master of Mischief, from erasing Shady Glen school with invisible paint by reading and interpreting clues while avoiding Morty's annoying robots. The game plays like a little mystery and captivates even younger kids who get help with reading the clues. In "Outnumbered," kids employ math problem-solving to make sure the evil Morty's plan to switch all TV shows to his boring programs doesn't add up.

"It's all nonviolent; there's no shoot, maim and kill," says Fitzpatrick, adding that the Super Solver character is genderless because the designers thought girls were being left out of software heroics. "We tried to find things that fascinate kids."

Designing software packed with learning skills can be tricky business, however, especially when there's no consensus among educators on the best approaches to teaching the basics. Most companies producing the latest kid's brain games consult with experts. And they consult with kids.

"As an educator, I wanted to make sure there was a lot of skill and strength in the program," says Janese Swanson, a product manager at Broderbund Software and a former teacher who helped to design "The Playroom," the San Rafael, Calif., company's first software program for preschool children. "We want to make the product filled with a lot of things that have value for kids."

During nine months of designing and tinkering with the program, Swanson regularly sat her own 3-year-old daughter at the computer and observed her interaction with the game. The design team tested "Playroom" mock-ups on a local group of preschoolers, filming them to scrutinize their reactions, eliminating what bombed, adjusting what didn't. Among the basic learning skills exercised in "The Playroom": early math, reading readiness, telling time, art and creativity, logical thinking and spelling skills. There's no hurry, no falling behind; it's designed to allow children to learn at their own pace.

The program boots up to an animated playroom crammed with toys -- actually a fanciful visual menu that allows a child to get the hang of it all and have access to six other rooms with games that make learning and playing synonymous. Aim and click the computer's mouse pointer at various objects and they respond: A purple stuffed dinosaur wags its tail; a boy on a poster nods as a voice pronounces the word "yes"; a fish in a fishbowl jumps out and back in; a balloon rises out of a bedside table drawer and pops when jabbed by the pointer. "Kids love balloons, so we put a lot of balloons in there," Swanson says.

But mistake "The Playroom" for only lightweight fun and you'd be missing its point. By clicking the pointer at the wall clock, the screen transforms into the Cuckoo Clock, a game that practices time telling. As the child changes the clock's face to a time of day or night, the cuckoo sounds out the new hour (appearing in both analog and digital), while the empathetic character Pepper Mouse changes his activity to match the time. At 8 p.m., he's taking a bath; at 9 p.m., he's climbing into bed; he's asleep and dreaming about roller skates at 2 a.m. Another game, the ABC Book, enables kids to create elaborate street scenes or fantasy castle panoramas with trolls and princes and wizards, by calling up objects and characters using the alphabet. The Mousehole leads kids to a choice of three computerized dice-rolling and counting games, and the Mixed-Up Toy challenges a kid's creativity with switching heads, torsos and legs on various creatures.

Like the Disney software, and some other educational games, there are no wrong answers. And, though not a substitute for human educators, the games offer something they can't -- never-ending patience. "Another strength of 'Playroom' is it is so intuitive," says Swanson. "The child can go through every single room and play it by himself. At age 3, children like that kind of independence."

Yet, despite some educational researchers now using "The Playroom" to study cognitive processes among preschoolers, Broderbund isn't pushing it as educational software either. "It's been a kiss of death in this business," says Doug Carlston, co-founder and CEO of Broderbund Software. And he should know. He was in on designing arguably the most popular computer game ever to straddle the worlds of entertainment and education, a high-action detective adventure that some credit with opening the door to the current trend of hybrid games -- "Where in the World Is Carmen Sandiego?"

Broderbund recently released its technologically enhanced "deluxe edition," which globe-trots after the elusive Carmen through sites in 45 countries (the high-resolution, VGA digitized graphics from National Geographic Society slides are near-postcard quality), contending with 2,500 clues and a gang of digitized-voiced criminals. But if the visuals are startingly clear, where Carmen is isn't. The search incidentally blends intrigue and sleuthing skills with what hasn't been the most popular of school curricula -- geography.

To what does Carlston attribute sales of almost 2 million of the Carmen series? Not to a thirst for knowledge, he says. "What is the real message here? That geography is a hot area? That if you develop a strong character {like Carmen}, it's more attractive to the kids?" asks Carlston. "The message is confusing. And we're as confused as everybody else. Do we now make 'Where in the World of Zoology Is Carmen Sandiego'?"

Unlikely. But Broderbund has recently released "Where in Time Is Carmen Sandiego?" Carmen and her no-good sidekicks have gotten hold of a time machine and are traipsing through the past 1,500 years to swipe the world's most precious treasures. Tracking the culprits and clues bumps players into hundreds of events, famous people, scientific inventions and other facts -- making history the parameters of a game.

Popular response to the Carmen software, however, may be changing the approach at Broderbund to future games. "As we try to make new products, we do consciously think about whether they have a component beyond the pure entertainment," says Carlston. Hypothetically, he says a new game based on "Tale of Two Cities" or "Ivanhoe," packaged with a copy of the books, may make sense. "Something that is an adventure story but also something that is old and venerable enough that teachers generally approve their students knowing more about," says Carlston. "But where we start from is trying to make things that are fun."