PowerUp Forever

The player controls a ship, with dual analog controls similar to Robotron 2084 and Geometry Wars; the left thumbstick controls the ship's movement, while the right thumbstick aims the weapon. The player flies in a fluidic space, trying to kill parasites to attract the level boss. Killing the boss awards the player a new ability, such as lasers, plasma arcs, shields and upgraded weaponry.

Killing the boss causes the player's ship to grow, causing former enemies to shrink and introducing new enemies from the background to the fore, similar to Spore's Cellular phase.