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The main AI controlling the space-station Utopia, called St. Schutz, has become self-aware. Playing as the pilot of an unnamed ship, you must defeat the malevolent computer and escape Utopia.
The game is essentially a dual-stick shooter in the vein of Geometry Wars, in which each level of the game is represented by a room on a grid map. It features 5 floors of gameplay, 3 ships, and 3 separate weapons systems. When the player clears a room, they can choose to proceed to any adjacent room. When returning to a cleared room, the ship's firepower is increased. Each floor has several different boss rooms, each of which must be completed to move on in the game. Weapon upgrades can also be found.
Instead of a traditional health bar, a timer is constantly ticking at the top of the screen. When the player gets hit, instead of dying they lose time on the timer. The only way to regain time is to defeat the bosses on a floor, forcing the player to balance time between powering up their weapons and moving forward before time runs out.