There is a greater emphasis on teaching children at as early an age as possible to prepare them for their future. It is believe that the best way to engage children in real learning today is through games. After the age 8, children are in the higher level of cognitive development. They begin to create strategies and mentally test their abilities. The purpose of this study was to create a game situation environment on middle school physical education by implement the initiative game activities. In addition, the study examined how initiative game activities influence the children's creative abilities, problem solving skills, and teacher's opinion after apply initiative game activities. Two fifth and sixth grade students with boy of fifty-three (n=53), girls of forty-nine (n=49), and their physical education teachers (n=4) participated in this study. The initiative game activities were implemented for 10 weeks in physical education classes. Classes met for two times a week and each lesson had 40 minutes long. Participants' creativity and problem solving skills were assessed by the Williams Creativity Assessment Package (WCAP) and Stimulated Recall Interview Questions (SRIQ). The WCAP was administrated as the pre- and posttest. The SRIQ was administrated every other lessons (1st , 3rd, 5th , 7th , 9th lesson) and randomly selected five students in each class during the intervention. The teacher opinion about the initiative games was administrated after the intervention. The independent t test, repeat measures t test, and trend analysis for repeat measures were used to analysis the data. The results were: a) boy's scores on fluency, flexibility, elaboration, curiosity, imagination, complexity in creativity were improved form pre-test to post test. b) girl's scores on fluency, flexibility, elaboration, curiosity, imagination, complexity in creativity were significantly increased from pre-test to post-test. c) a relationship of trend analysis on the skill of problem solving after implemented the initiative game activities was noted. d). the teachers felt that initiative game activities have a positive impact on students' creative thinking which enhance the children's thinking process on the multi-angle thinking of a probability problem and also showed the characteristics of cooperative. Game situations provide an attractive opportunity for children to develop their social skills and reasoning when the situations are developmentally appropriate. It is the teacher's responsibility to design game experiences that meet the needs of all students. Keyword(s): curriculum, middle school issues, play