Played on a 10x10 checkered board, each player controls 6 animals of 3 different types. The Mouse can move orthogonally (horizontal or vertical) and is 'scared' of the Lion. The Lion can move diagonally (it's color locked) and is 'scared' of the Elephant. The Elephant can move both orthogonally and diagonally and is 'scared' of the Mouse; each piece can move as far as it can on its intended line of travel as long as it's not within the square perimeter (orthogonal and diagonal) of the animal its afraid of.

The goal of the game is to control 3 of the 4 'watering holes' at the end of your turn. However, if your piece is next to a piece (orthogonal AND diagonal) that it is 'scared' of it MUST move on your next turn. You cannot move a piece next to a piece (orthogonal AND diagonal) that it is 'scared' of.