The third entry in the Metal Warrior series, like its predecessors, is an action/adventure side scroller - this time featuring six different playable characters, with an extended experience system and more stats (agility, strength and vitality). There's also a day/night cycle, which affects factors like enemy encounters, shops and businesses also observe opening hours. One minute in real time equals an hour of simulated time.

This installment finds metal band members Goat, Phantasm and Ian gathered at Goat's cabin for a night of drinking. Suddenly, the secluded retreat is attacked by a squad of special forces, which attempts to apprehend the three "enemies of the State". Ian and Phantasm are captured, and the cabin is destroyed, only Goat manages to escape, and the player takes control as he sets out on his quest for retribution. As before, there are detailed environments to explore, items to procure, characters to talk with, and street combat with a multitude of weapons. Later in the game, more playable characters become available, and the player may switch between them at will.