Each player uses a brain-shaped board that shows twelve categories. Next to each category is a hole in which to place a marble. The three-pronged spinner displays the same twelve categories, as does each card in a deck of trivia cards. Players take turns spinning the spinner and answering the three questions on a card that correspond to the categories that the spinner points to.

The twist is that a player cannot answer any of the questions until all three have been read; meanwhile, the other players spell out a sentence --- one letter per player --- that appears on a card that is turned over after all the questions have been read. Thus, the guesser is trying to remember the answers to three questions, while the other players distract him.

A player places a marble on his brain next to each category for which he correctly answers a question. The first player to fill all twelve holes in his brain wins.