The board is 5x5 with holes which are initially covered with reversible O/X pieces, all on the O side. Then a card with letters which align with the holes is inserted in the base. The first player uncovers two letters, making sure his opponent sees them too, then replaces the plugs, X side up. Play continues with the players alternating. After the third pair of letters has been revealed, each player may guess a word every turn. To do so, announce the word, then expose the letters (from the Xs) in the correct order. If correct, the player keeps the pieces removed and those letters can no longer be used. If incorrect, remove 2 points from the guesser's score. Once all letters are X side up, continue the process but flip the pieces back to the O side. Play continues until all the pieces are back to the O side or both players decide to give up. Score 1 point per piece.