The advances in Information Technology have brought a digital learning world to us. However, there are still people far away from the digital learning world. In this paper, we would like to construct an integrated game-based learning environment which allows learners to learn by game playing in order to improve learners' learning motivation and learning efficiency. We will introduce some significant subsystems, such as a cutting edge authoring tool and related system elements, with possible learning scenario to serve the goal. Furthermore, in order to make the U-GBL (Ubiquitous Game-Based Learning) environment more interesting and practical, we utilize the interactive video courses as the game missions, the ubiquitous multimedia based on GPS/GIS/RFID technologies for the Location-based information, and mainly, the learners themselves as the gamers. Eventually, we hope learners could enjoy their learning activities anytime anywhere by using our proposed U-GBL system.