This paper discusses the conceptual, practical and ethical considera- tions towards the development of a framework of experience to inform design and assessment of serious games. Towards this, we review the literature on experience in interaction design, HCI, and games, and identify that the dominant focus for design has been, and still remains, on positive and fun experience. In contrast, anything other than positive experience is often loosely and sometimes inappropriately lumped together under the broad label "negative experience" which can imply bad experience and something to be avoided, while at the same time suggesting it's not useful to design. While work in HCI and the games lite- rature begins to address experience beyond positive, it just scratches the surface. By turning to drama, performance, literature, music, art and film that has shaped experiences and emotion beyond the positive and fun for many years, we de- scribe what experience beyond positive looks like, show how it is not always "uncomfortable" and how it can be classed as entertainment, and argue for the more appropriate term "serious experience". We propose that the focus for design of interaction and serious games should be an appropriate rhythm between positive and serious experience. Finally, we discuss the impor- tance of the take-away message and positive and serious experience in serious games to linger or resonate post-encounter for players in order to encourage ref- lection and fulfill purpose, and describe associated ethical concerns and make recommendations for designers, evaluators and practitioners in order to safeguard players/users.