Abstract: A rotating amusement device having two or more overlapping circle members which are independently rotatable with the overlapping sections being rotatable into the bodies of any or all of the overlapping circles or into a different overlapping of circles. The device can be utilized as a puzzle wherein various possible overlapping sections are differently colored or shaped and the object is to obtain a predetermined color combination or shape configuration. The circle members are comprised of interlocking elements with a peripheral frame holding the circles in such interlocking position while permitting the independent rotation of each of the circles. Increase in the number of overlapping circles adds to the complexity by increasing the number of possible permutations.