Tilli is a play-based, AI-powered, Social-Emotional Learning (SEL) tool teaching kids to be safe, healthy, and happy. Tilli builds three core SEL skills - empathy, critical thinking, and metacognition. Inclusive design and co-creation are at the core of our process. Tilli should be in the hands of every 5 - 10-year-old so the natural power of play can help reduce inequalities and achievement gaps in children. The closure of schools due to Covid-19 is producing massive negative social and emotional learning outcomes in children every day. Tilli is an urgently needed response to this problem.