Once again the battletoads Zitz, Pimple and Rash set out to stop the Dark Queen from dominating the galaxy. Unlike other installments in Battletoads series, this game is almost purely beat-'em-up action (with only one shoot-'em-up level and one vertical descent level similar to Stage 2 of the original Battletoads). Up to three players can play at once choosing their favorite toad, each with it's own unique attacks and finishing moves. The game is considerably darker in tone than its predecessors, featuring violence and gore.