A puzzle game and method of playing provides for sequentially ordering a plurality of tiles that are originally oriented in a random pattern, and where a rotational element is included to increase the challenge. The game includes a frame with a central horizontal shaft defining a plurality of slide rows. A plurality of tiles are slideable along the horizontal axis within each of the plurality of slide rows, each of the plurality of tiles having a design on a front facing portion of the tile and an inverted form of the design on a rear facing portion of the tile. A sub-frame is rotatably mounted in the frame for rotating about the shaft. When the player rotates the sub-frame by one-hundred eighty degrees during game play, the plurality of slide rows containing a sub-set of the plurality of tiles are oriented such that the rear facing portions of the sub-set of the plurality of tiles are viewable from the front facing portion of the frame, and the plurality of slide rows are inverted as viewed along the vertical axis. Using the puzzle game, a player slides the tiles in each row left or right along the horizontal axis. The player selectively rotates the sub-frame to orient the slide rows and corresponding tiles in a different position as viewed along the vertical axis. The sliding and rotating steps are repeated until the designs on the tiles are positioned in a logical or sequential pattern.