You play a small character who floats about on a cloud and shoots small balls of energy at bad guys who fly at you from the left and right of the screen. You can collect powerups and visit shops to upgrade your offensive and defensive powers. There are a number of different stages which are punctated by a mini-boss half way through and a big (literally) boss at the end.

This is one of the only games ever made which features flying noodle bowls and bears with guns.