The combination of modern Reinforcement Learning and Deep Learning approaches holds the promise of making significant progress on challenging applications requiring both rich perception and policy-selection. The Arcade Learning Environment (ALE) provides a set of Atari games that represent a useful benchmark set of such applications. A recent breakthrough in combining model-free reinforcement learning with deep learning, called DQN, achieves the best real-time agents thus far. Planning-based approaches achieve far higher scores than the best model-free approaches, but they exploit information that is not available to human players, and they are orders of magnitude slower than needed for real-time play. Our main goal in this work is to build a better real-time Atari game playing agent than DQN. The central idea is to use the slow planning-based agents to provide training data for a deep-learning architecture capable of real-time play. We proposed new agents based on this idea and show that they outperform DQN.