The game of Shape-Up integrates fact families with geometric shape recognition, attributes, algebraic thinking, spatial visualization, and directionality. The former two abilities relate to the goal of Shape-Up. The Shape-Up gameboard is comprised of a connected network of circles, each of which contains a large or small version of a geometric shape. There are eight different shapes which are rotated and colored in different ways. To win the game, students are to position one of their chips on the small version and the other chip on the large version of the same shape. What enriches this task is that in order to win, students are to focus on the attributes of shape and size and disregard the rotation and color of the shape. Chip movement is based on the roll of a die. Students choose to move one or both of their chips up or down on either side of the gameboard. Strategic play is based on using fact families effectively to determine better options.