Learning companion applications in the educational field make learning activity more diverse. Many researchers have indicated that virtual animal companions can cause learner emotional transfer, and enhance their motivation to learn. In this paper, we develop a quest-driven learning system which with an animal companion to helps learner learning. In this system, students can learn by many game-based learning quests. It also provided course management function and Authoring tool to support teachers comprehend every student learning conditions and provide help students solve problem. And in the quest design, Open content model can maximize the educational values of learning content and stories in the quest.