Abstract: A more challenging tic-tac-toe game is described. This game makes use of an apparatus comprising a grid of openings configured to receive multi-sided playing pieces that each have a symbol on one side that once the playing pieces are inserted into the grid openings with the symbol not visible to the players, each player must memorize their moves to successfully place symbol playing pieces adjacently in a row or obtain tic-tac-toe. This game can be played in several different modes, including electronic versions, with varying complexity. In this game, each move, of each player, is hidden from view once a move has been made and when a player believes they have formed tic-tac-toe, the game apparatus reveals the moves and whether a player has successfully formed tic-tac-toe or not.