An adult shanghai game from Mitchell. The objective is to clear the board of matching tiles before the timer runs out.

Each level consists a board with two or more columns of tiles and walls slowly moving toward the center of the board. Every time a matching pair of tiles is cleared from the board the two columns momentarily shift away from the center. The game is lost if the opposing columns of tiles run into each other or into the wall. In order to legally remove matching tiles no walls or other tiles can be in a path with two or fewer bends between the matching tiles. Once per stage, the player can request help and the two columns will shift to their starting positions and matching tiles will be highlighted for a short time. If the player cannot legally remove any more tiles then the board is 'deadlocked', and the game is lost.

If the player clears the board before the timer runs out, the background girl will change into a more revealing state of undress and this new image of her will be the background for the next stage. If the timer reaches zero the player can still attempt to clear the board but the background image will not change. The game features four girls with two background images each and a topless image that is revealed after defeating the girl's second stage within the time limit.
If the game is lost, upon continuing the player may select to attempt to clear the same board or try a new board of tiles.