Flip Words is a two-player game that is played on a crossword grid, much like Scrabble. One player uses the yellow side of the tiles; the other player uses the white side. Players take turns adding words to the board in Scrabble fashion. Whenever the active player adds to an opponent's word, the active player flips the tiles in that word to his color. When all the tiles have been played, the player with the most tiles on the board in his color wins.