On a grid you place one of your 4 tiles on the board trying to make as large sets as possible. There are four colours (faces) and a special white tile. You get points for how large the group of like faces that border on each other are. The points are taken from your neighbor. The points are in the form of coins from 1 to 5 in worth forcing kids to actually do math (shudder). The tiles is replaced after playing and if the white tile is drawn it allows the player to steal a tile from another player and the white tile is then replaced in the bag for others to possibly draw again in the future. For the younger kids it can teach color matching. You can also play with the expressions on the tiles (Happy, sad, scared and mad), such as when you play a tile you have to make the expression. A simple game for ages 3 to 7 (although the box says 5 and up)