Abstract: A puzzle including a puzzle board having a backing, a plurality of cavities, and a plurality of puzzle pieces, each puzzle piece having a frame, or outer periphery shaped and sized to conform to the inner walls or inner periphery of a corresponding cavity in the puzzle board, and each of the puzzle pieces including a frame with an open, central area or window and having a clear film, preferably an acetate, extending thereacross, the bottom surface of each cavity having an image formed thereon, and the clear film also having an image formed thereon, whereby placement of a puzzle piece into a cavity provides for completion of the puzzle and the super-imposition of the puzzle piece insert image upon the background image at the bottom of the cavity.