Evil creatures called Gruzzles have stolen words from books throughout the world. The player takes control of a girl or boy and teams up with Benny Bookworm to match the missing words with their meanings and defeat the Gruzzles.
The game has three difficulty levels; easy, medium, and hard. Gameplay consists of matching a given word with its corresponding picture, found somewhere in the level. Once all the words are matched, a key appears, and the next level is unlocked. Points are given for matching words, as well as collecting books in the level. Bonus points are awarded for collecting all the books in a level, and for collecting the letters of a random word (one that has to be matched in the level) in order. Points are also awarded for attacking enemies, which entails calling Benny with the spacebar when near an enemy, allowing him to dump slime on it. Slime is limited, but can be refilled by finding buckets throughout the level, which also add to the player's score.