Oscar the Grouch, Cookie Monster, and Ernie face off in this slightly atypical memory matching game. Each player's goal is to have the longest chain of tiles at game end.

There are two notable differences from most memory matching games.
1. Rather than two tiles being matched to each other, this game has players matching tiles to the symbol resulting from a spinner
2. Instead of ending when all tiles are matched, the game ends when the fourth stop tile is drawn.

Twenty-nine tiles are laid face-down on the play surface. These tiles interlock like puzzle pieces, making a chain of tiles when credited to a player. The game includes a spinner with, six spaces. Three of the spinner spaces show one shape (triangle, circle, or square), while the other three spaces have two shapes. Players take turns using the spinner, and then selecting one tile.

If the tile says "free spin", then the tile is added to that player's chain, and the player immediately takes an additional turn.

If the tile matches the shape(s) on the spinner, then the tile is added to the player's chain of tiles, and that player's turn ends.

If the tile does not match the shape on the spinner, the tile is shown to the other players, and then returned face-down to the available tiles.

If the tile says "stop", then it is attached to the top of the spinner. When the fourth "stop" tile is drawn, the game ends.

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