The Illis solar system is under attack by a powerful enemy, and their attack fleets are too weak to suppress them. After months of battle, only one Illis ship remains. You take control of this ship, Axelay. Axelay has space for three armaments, the choices of which increase as the levels progress. Getting hit destroys your current weapon, giving you three "tries" per ship. Each level sees you facing off against the usual attacking fighters, asteroids, gun emplacements, and moving walls, but variety comes in the style. Sometimes the action is viewed from the traditional side-on camera and in other levels you are flying into the screen, toward the horizon.