Abstract: An apparatus for a coloring and activity game and a method of using the apparatus are disclosed. The apparatus is in the form of a kit that includes a set of background sheets, that can be drawn on, colored, or painted by a child, a set of magnetic characters, and a set of magnetic captions that can contain words of description, thoughts or speech attributable to the characters. The sheets can be placed over a magnetically attractive background to which the characters and captions are magnetically attracted. The characters and captions can then be arranged over the sheets in various ways by the child to represent and/or play out various scenarios imagined by or provided to the child. The background sheets may be made of plain paper, or the background sheets may be transparent, washable or both.