From the box: Help this musical, talking turtle get out of the pond! Listen and Topsy Turtle will tell you what color block to place under his toes. Higher! Higher! Be the first player to use up all your blocks and you win. Be careful! If he topples, you get all the blocks back. From the instructions: Electronic Talking Topsy Turtle 24 Color Blocks 4 Turtle Legs Pond Gameboard Requires 4 x 1.5 volt AA batteries (not included)