This is the second version! The differences are as follows: - The magnets move more realistically, the magnets that are closer the the mouse arrive first. - Works a little differently (The magnets will chase the mouse until they reach it, regardless of whether you have let go of the mouse. Also, some of the magnets are stronger and you will have o shake them off. Just move the mouse around.) - The desighn is different. The colors are flipflopped (the background used to be black and the magnets were color-changing) and the magnets are now round rather than little lines. For those who have not seen the first one (it was a featured project!) the directions are the same: Just hold down the mouse. Very fun.