Mathematics is often seen as something difficult and scary, so it is not uncommon for students to feel bored and lazy when dealing with mathematics. However, mathematics will look fun if delivered with the right learning model and media, for example, by using a learning model that involves games with a level of challenge in it. The purpose of this research is to find out the activities and learning outcomes of students by applying the butterfly game learning model to learning odd-even number material for grade 2 students so as to create creative and effective learning, namely learning through playing. This research is a Classroom Action Research (CAR). The research population involved 16 grade 2 students at Cengkrong Elementary School. This research uses data analysis and is qualitative in nature. Descriptive statistical data collection techniques are carried out by observation, and tests (pretest and posttest). In this study learning on odd-even number material for grade 2 by using the butterfly game is proven to be able to maximize student activity and learning outcomes.