In this game, you are captured along with Dr. Brain by S.P.O.R.E., Sinister People Organized Really Efficiently. You are taken to a secret underwater base from which the object of the game is to escape. Using the three laws of physics, switch flipping, rocket turrets, and the "helping hand" to knock out guards, you and Dr. Brain must find a way to foil S.P.O.R.E.'s plan of world domination and capture the evil Dr. Craven.
The game is composed of 45 different levels of varying difficulty. The player must use quick footwork and lightning fast mental skills to avoid obstacles along the way. The music for this game was written and produced by Giorgio Bertuccelli and Michael Skloff. For the most part, it is a collage of Soft Rock, Techno, and Pop as befits an action game.