The game is set in the Pacific theater of World War II, off the coast of the Midway Atoll. The goal is to attack the Japanese air fleet that bombed the American aircraft carrier, destroy all Japanese air and sea forces, fly through the 16 stages of play, and make their way to sink the Japanese battleship Yamato, the game's final boss. 11 of these stages consist of an air-to-sea battle (with a huge battleship or an aircraft carrier as the stage boss), while 5 stages consist of an all-aerial battle, either against a squadron of multiple strategic bombers or a single heavy bomber, the latter requires the player to shoot its four engines to destroy it.
As in 1942, players pilot a P-38 Lightning. Controls are also similar: button 1 fires main weapons, and button 2 performs two special actions: one of three special lightning attacks in exchange for some of the player's fuel, or a loop maneuver like in 1942 if buttons 1 and 2 are pressed simultaneously . Indeed, players now have only one life, in the form of a large "fuel" meter; constantly depleting, but refillable by collecting various powerups. In 2-player mode, when both players overlap their planes on screen, the energy bar can be transferred from the player with more fuel to the player with less. Destroying a complete formation of red enemy planes will result in a power-up, such as a health boost or a new main weapon.
There are cheat codes, different for every stage, ranging from holding down a fire button or pointing the joystick in a certain direction; player(s) are rewarded with fully upgraded weapons.