The ultimate objective of the construction of a giant mothership, the Leviathan, drives the player's actions. As the game progresses, the city they're fighting to protect slowly crumbles, while droids and drones scuttle about maintaining and repairing it.
Gameplay involves combining elements of 3-D dogfighting and exploration in true 3-D environments. The game adapts its difficulty level to the player's skill, with five life-like and realistic environments, including the Abyss, Atlantis, and Jungle. Battle dynamics include 3-D combat, unique weapons, special attack moves, and upgradable fighter submarines.