The unique grow-with-me styling features 3 modes of play: Lay & play, Sit & play, Stand & play. In the first mode, as baby bats at the 3 hanging characters he is rewarded with fun musical ditties and colorful lights overhead. The panel is easily adjusted to accommodate a sitting position as baby grows. For the older standing baby, the panel folds up to a table, including 3 light-up piano keys and a variety of busy activities, including a rollerball, flip panel and puzzle play. The gym includes a baby-activation mode with short playful tunes along with a longer play mode with 5 minutes of continuous music. Requires 3 x AA battery (not included)