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Samurai Shodown 64 is a versus fighting game, the first in the series to use fully 3D modelled graphics instead of 2D sprites.

There are 11 selectable characters each with their own background stage. Players can move in any direction and the backgrounds have multiple levels. It is possible to knock opponents through walls or floors into a different section of stage, for example from the deck of a ship onto the docks. Opponents can also be knocked out of the ring, resulting in a "ring out" victory.

Win two rounds to win the match and move onto the next opponent. Each character has a life bar and also has a "stamina bar" which decreases with excessive movement and attacks, and refills when inactive. There is also a yellow "POW meter" at the bottom of the screen. Once this reaches a maximum the fighter has unlimited stamina for a short while and also the ability to execute a super move.

Throughout the game there are black-white writings and character illustrations, similar in style to Japanese calligraphy. For example, when a match is over there is a victory screen in black-and-white brush style, with a close-up of the winner or an animation of the defeated fighter.