i tried all the boolean ops and it's not working for me.

The circles at the bottom are darker, the square on top, is a little transp, thats why you can see the circles.

but i want the circles to just POKE THRU the square.
i want to place the square on top of the circles. . . . but i dont want to cover the circles!
(i could just put the circles on top, that would do it. . . . . but i'm just trying to learn this thing)

Shouldnt booleans work for this?
any ideas?

Duplicate the circles (because the ones used in the operation will disappear), they will probably be on top of the square (they should be), select one of those circles and the square and do Path > Difference, this will make a circle hole in the square, then do the same with the other circle (boolean operations can only work on 2 objects at the same time).

You will still have the bottom circles, they will be fully visible through the holes.

thank you prkos.
i tried sq on bottom and it worked as u described. with the circle holes.

now i have to figure out what it all means and why i couldnt figure this out before

You can only go so far just playing with the functions, it's much easier with a guide. There are some tutorials under Help menu you might want to look at.

This guide helped me the most: http://tavmjong.free.fr/INKSCAPE/MANUAL/html/index.php and here's the part you need now:
http://tavmjong.free.fr/INKSCAPE/MANUAL ... ining.html

There is also a new Inkscape Floss manual http://en.flossmanuals.net/Inkscape