It's a Zendrum. www.zendrum.com
4 well made plastic turtles. A bunch of cardboard lilypads. And it came in a nice, small, plastic container.
You spread the lilypads out, lilypad side up. The other side of each has a picture of some yummy, healthy snack. Grapes, plum, apple, carrot and so on.
There are two distinct ways this game is played: Turtle first or Pad first. You either flip a lilypad and try to then open the turtle's shell and match the color of the spot, or open the turtle shell* and then flip a pad, hoping the color of the fruit matches that way. Younger kids will mix both of these together. The rules say flip the lilypad first, although the local ruffians in the cafeteria (2nd graders, mind you) like to play the other way around. It might be a recognized variant. In any case, you end up with a fair memory game.
Every now and then, a lilypad will be flipped and reveal a little picture of the turtles and some arrows. This means mix up the turtles, thus screwing everybody up and levelling the playing field in case you're playing with a little one with a mind like a steel trap, chanting as she points "red, purple, yellow, orange, red, purple, yellow, orange" to not forget which is where.
*Ok, let's just stop for a moment and consider the 'open a turtle's shell' part of the game. In the game, this is represented by pressing the turtle's tail, and his shell flips up. Simple.
However, never have I seen such an act of animal cruelty trivialized in a children's game in such an offhand manner. I have a turtle which I have had since 1977. 29 years. I'd say I'm familiar with turtles. First off, to pry open his shell would likely take a scalpel, a butterknife, a vice grip and the help of a hefty man named Hans. Secondly, I'm fairly sure that if you did this, the shell would seperate much like the top of a pumpkin carved into a jack o'lantern, with various gooey bits clinging to the top, much tearing and chunky fibrous tissue. Third, I'm pretty sure that the shell functions as much of the little beast's skeletal system, and he won't survive very long once I pop him open like an amphibian Oreo. Believe me, if turtles could scream...
Sure, these little game turtles have their saccharine smiles and googly eyes, but once I ripped your spinal column out, well, you might end up with that same blank expression.
There are parents who might not let their children play HeroScape due to the violent theme, but at least it does not teach your little ones to pry living creatures apart with their bare hands.
Yes, you have been warned. The most disturbingly violent game on BGG is disguised as a 3+ age range Fischer Price game called Turtle Pond.