The 'board' consists of a molded plastic apple with an internal timer mechanism connected to a series of variable cams. As the timer runs down the cams push the wiggly worms up and down out of holes in the apple. The worms have colored tails. At the setup players are shown where all the worms are. During play, players try to grab worms of their own color as they appear. The player who grabs the most worms with tails of their own color is the winner! Or, as it says on the box: "The crazy fun filled memory game - you've got to be quick to grab your worm".