The game introduces a leveling system in which the player gains experience points by defeating enemies. The number of experience points awarded after defeating an enemy is depended on the finishing move used by the player, with stronger moves giving more points. After accumulating a certain amount of experience points, the player will move to the next level, increasing their attack power and maximum vitality. There are six skill levels in total: Cody and Guy both begin the game at the first skill level, while Haggar begins at Level 3. When the player character reaches Level 4, they will receive an additional special attack which can be performed by rapidly pressing the directional pad left or right and the attack button at the same time. The new move the player gets varies between each character: Cody gains the "Tornado Sweep" energy projectile attack, Guy gets the "Tornado Kick", and Haggar's extra move is the "Running Clothesline" (also known as the "Scramble Haggar Press").
The game consists of five stages, as well as two bonus rounds, where the player will encounter childlike counterparts of the Mad Gear members from the original game, including bosses such as Damnd (renamed Thrasher in the American localization), Sodom (Katana), and Abigail. The final boss is a cyborg version of Belger.
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