Abstract: A game apparatus having a game board with a plurality of sides and with multi-planar levels which are modifiable by the placing or removing of fill squares onto or from any one or more of a plurality of vertical spaces on the game board. The spaces are arranged in an edge-to-edge array across the game board. The game is played between two players with each player having an identical set of playing pieces representing characters or things in the game. The playing pieces are permitted to move along predetermined paths and capture opposing playing pieces, the movement being restricted by obstacles and different levels of the multi-planar game board.