This is the classic memory game played with a deck of cards laid out in a 6x10 grid. You begin by selecting a card, it turns over, and then you try to select another card that matches. If both of your cards match, then they are both taken away (and a bit of the picture is revealed underneath them). If they don't match, then they are flipped back over and you must try again. The number of chances you have is kept track of with hearts at the top of the screen, you get an extra heart each time you guess correctly, and you lose a heart each time you guess incorrectly. Matching pairs also adds time to the timer. If you lose all of your hearts or the timer runs out then it is game over.

At the start of each stage (and upon every continue) a few cards are set face-up for your advantage. Also, each stage features two joker cards (represented by the current girl's head-shot). When a joker card is selected, the next card selected removes all remaining cards with the same value.

During game-play, the background image is shown in gray-scale and any nipples or pubic hair shown in the image is covered over with a band-aid sprite. Once the stage is completed, these bandages disappear and the image is shown in full-color. Once all of a girl's stages are completed, the player is shown all of the backgrounds for that girl.

The game has 8 different women to choose from, and there are four stages for each woman (the pictures get naughtier at each stage). Once all 32 of those stages are completed, you get to play several bonus stages that have pictures of several women together. This is a really fun game, despite its obvious adult trappings.