This invention describes novel pyrazole compounds of formula II: ##STR00001## wherein Ring C is selected from a phenyl, pyridinyl, pyrimidinyl, pyridazinyl, pyrazinyl, or 1,2,4-triazinyl ring, and R.sup.2, R.sup.2', R.sup.x, and R.sup.y are as described in the specification. Ring C has an ortho substituent and is optionally substituted in the non-ortho positions. R.sup.2 and R.sup.2' are optionally taken together with their intervening atoms to form a fused ring system, such as an indazole ring; and R.sup.x and R.sup.y are optionally taken together with their intervening atoms to form a fused ring system, such as a quinazoline ring. The compounds are useful as protein kinase inhibitors, especially as inhibitors of GSK-3, for treating diseases such as diabetes and Alzheimer's disease.