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Samurai Shodown 64: Warriors Rage is a 3D versus fighting game and it is the sequel to the original Samurai Shodown 64.

There are 13 selectable characters each with their own background stage. Win two rounds to win the match and move onto the next opponent. Each character has a life bar and also a "stamina bar" which slowly fills up while fighting. Once it reaches a maximum a flame appears and the fighter has the ability to execute super moves.

The fighters are fully 3D modelled but the backgrounds still consist of 2D sprite illustrations. Throughout the game Japanese calligraphy characters and writings are used.