A toy apparatus having a lower base, an upper base and a doll cover for the upper base where the lower base and the upper base attach and detach with an easy twisting motion. The lower base encloses a flywheel on a shaft, and a passageway for a rack and includes a cover with an outside screw thread. The upper base is either empty or encloses three switches, a sound generator, a light source, a controller printed circuit board, and a battery chamber and includes a cover with an inside screw thread that mates with the screw thread of the lower base. The toy apparatus has two primary play modes, a first mode where the lower base, the upper base and the cover are connected and a user uses the rack to spin the flywheel.