An interactive play device, method and apparatus, is disclosed that includes means for generating a plurality of interactions, input control mechanisms, means for storing responses to interactions, and control means to select the next interaction based on memorized responses. This invention provides a new class of interactive play devices, which is founded on personalizing a play device so that its current functionality is based on how the player has interacted with it in prior playing sessions. The invention also discloses a doll device and a car device, which operate in a plurality of states that mimic human behavior. Further, the specification describes a game during which the player is challenged to transform a play device from an initial state to a desired state by providing appropriate responses to interactions initiated by the device.