This invention describes novel pyrazole compounds of formula II: ##STR00001## wherein Z.sup.1 is nitrogen or CR.sup.8; Q is --S--, --O--, --N(R.sup.4)--, or --CH(R.sup.6)--; R.sup.1 is T-Ring D, wherein Ring D is a 5-7 membered monocyclic ring or 8-10 membered bicyclic ring selected from aryl, heteroaryl, heterocyclyl or carbocyclyl; and R.sup.y, R.sup.2, and R.sup.2' are as described in the specification. The compounds are useful as protein kinase inhibitors, especially as inhibitors of Aurora-2 and GSK-3, for treating diseases such as cancer, diabetes and Alzheimer's disease.