This paper looks at how players of a card game create spatial arrangements of playing cards, and the cognitive and communicative effects of such arrangements. The data is an episode of two 8-year old children and a teacher playing the combinatorial card game Set, in the setting of the leisure-time center. The paper explores and explains how the visual resources of the game are used for externalizing information in terms of distributed cognition and epistemic actions. The paper also examines how other participants attend to the visual arrangements and self-directed talk of the active player. The argument is that externalizing information may be a strategy for reducing cognitive load for the individual problem-solver, but it is also a communicative behaviour affecting other participants and causing them to engage with the problem and the problem-solver. Seeing and hearing players who have succeeded in finding a set provide observers with rich learning opportunities, and increases their motivation to play the game. From the point of view of learning design, the consequence of this is that bystanders merit to be considered as the potential learners of a pedagogical game as much as the players themselves