From the box: "Cover-Up is a game for the entire family. The idea is for each player to cover up as many squares and gain as many points as possible using the tiles provided for each player. However each tile played must touch another tile and cannot cover a black square. Each player must be careful not to give the easy plays to other players or not to leave themselves an unplayable position." The game features a square board with 256 squares (16x16) on it. Some of the squares are blacked in, others have a number, while the majority are white and blank. Each player receives a set of translucent tiles in one color (yellow, blue, green, or red). The tiles vary in size from one space to 2x2 spaces in size. Players take turns placing tiles on the board in an attempt to cover numbers which increase scoring. Black spaces may not be covered.