The object is to pick up and place 8 of your own color marbles in the caterpillar hands using tongs. The caterpillar tower is sound activated and wiggles (swings and sways) when you laugh, talk and shout. From the box: Race to Place Your Marbles! Who will make it to the top first? Use the tongs to grab your marbles one at a time and place them in the Scatterpillar's hands. But watch out! As scatterpillar squiggles and squirms to the music, some of the marbles will fall and set you back!