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Distract, bluff and out-think your friends in this hilarious memory game!


  • 54 Number Cards
  • 50 Distraction Cards
  • Instructions

Object of the Game

Be the first player to get rid of your cards.


  1. Shuffle the round deck of Number Cards and deal them face down to each player.

    • 1 to 3 players: deal 12 Number Cards to each player. Remove any leftover Number Cards from the game.
    • 4 or more players: deal all 54 Number Cards evenly among the players.
  2. Each player keeps his/her Number Cards face down in a neat stack. Players do not look at their cards.

  3. Shuffle the rectangular deck of Distraction Cards and place them in a pile, face down, within reach of all players.

  4. Choose to play using either the purple questions or the blue questions on the Distraction Cards. The two colors provide variety. If you play your first game using the blue questions, mix it up by using the purple questions during your next game.

  5. Each player turns over their top Number Card. The highest card goes first. Shuffle these cards back into your stack to begin play.

  6. Player 1 turns his or her top Number Card face-up and places it in the center of the play area. This becomes the Number Stack.

Set Up Diagram: (for 4 Players)

Note: During a game, if all the Distraction Cards are used, simply shuffle the discarded deck and continue using the other colored questions.

Game Play

Number Cards

Player 1 reads the number showing on the card in the Number Stack out loud. Play continues clockwise. Player 2 draws his or her top card and places it face-up on the Number Stack so that it completely covers the card underneath it.

Player 2 now recites both numbers in the stack beginning with the Number Card that Player 1 played. Play continues with Player 3 drawing a card & reciting the numbers in the stack.

Distraction Cards

If at any time a player draws a Number Card that is orange and says "draw a distraction card", the player that drew the orange card must first draw a card from the Distraction Deck, read it aloud and answer the question or perform the task before reciting the numbers. The Distraction Card is then discarded in a discard pile.

If a player feels that another player has incorrectly recited the numbers in the Number Stack, that player may Challenge. See Challenge Rules.

The player who loses the Challenge collects all the cards from the Number Stack and shuffles them into his or her own stack of Number Cards. This player starts the next round.

Once a player gets rid of all his or her Number Cards, every other player completes one more turn and is given a chance to tie.

If no other players can get rid of their cards, the player without any Number Cards remaining is the winner! If there is a tie, see Tie Breaker Rules.

Tie Breaker Rules

  1. Tied players play a final round to determine the winner.
  2. Shuffle the Number Cards and split among the tied players.
  3. Tied players play as usual, reciting the numbers and answering Distraction Questions.
  4. Tied players are eliminated from the round when they lose a Challenge.
  5. Play until there is only one player left. That player is the winner!

Challenge Rules

  1. A Challenge may be issued by a player (Challenger) directly after another player (Challenged Player) has recited the numbers in the Number Stack.

    If more than one player calls the Challenge, the player who called it first is the Challenger.

  2. When a Challenge is issued, the Challenged Player must once again recite the numbers in the Number Stack in the exact same order while the Challenger looks at the cards to review them for accuracy.

  3. As the Challenged Player recites, the Challenger turns over the cards one by one for all players to see.

  4. If the Challenged Player correctly remembers the sequence, the Challenger must take all the cards in the Number Stack and shuffle them into his or her own stack of Number Cards.

  5. If the Challenged Player is incorrect, then he/she must take all the cards from the Number Stack.

Build Brain Health

As our world is increasingly filled with distractions, it can be difficult not to let a simple interruption get in the way of our memory. Just like exercising your body, exercising your mind will make it stronger.

As you play Distraction, you'll find that you can remember longer and longer strings of numbers. You may not be able to eliminate all of the daily distractions, but you certainly can exercise your memory!

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