Abstract: An illuminated toy construction apparatus including a plurality various shaped building members which are configured to be “popped” together to create a variety of characters and objects. Some of the building members include a docking cup and fitting while others are releasably connected by aligning with one another and “popping” together. The building members including a nipple fitting may be attached within a dimensioned channel to create a semi-rigid joint while the disc-shaped members form a hermetically sealed sphere. Further included is a base member which may be releasably connected to other adjacent members and further encloses at least one light emitting diode, motor, and base wheelset to allow the apparatus to move along a flat surface and create an interactive futuristic character or object.