Abstract: A multiple player word forming game is disclosed. The game uses a board, a cup and a plurality of cards. The cards are randomly transferred to and from the players. The players use the cards to form words. In the best mode, a game board defines a flat surface bounded by a peripheral wall upon which the cup freely travels about. A player begins a turn by spinning the cup, which eventually lands upon a card transfer space. The card transfer space dictates whether the player either draws or passes cards. The player transfers cards either from the deck or to a discard pile or to or from another player during a turn. Then the player attempts to spell a word by selecting cards in his hand and laying them face-up in front of him. Opponents may challenge the player's word. Any player who transfers all of his cards during a set becomes empty-handed and may not challenge words.