Following the events of the first Metal Warrior game, Ian's war-metal band Cyberpriest splits up after a bitter conflict. In the aftermath, Ian grows distant and unstable, and finally disappears - leaving a mysterious note. The player takes control of Joan, AKA Phantasm - Ian's former bandmate (and his love interest) - as she sets out to explore the town, find clues about Ian's whereabouts, and uncover a new mystery.

The game plays much like its predecessor, being a side-scrolling action/adventure. Phantasm will have to deal with characters both friendly and hostile, whether with words or with weapons, she starts out wielding only her fists, but more armaments can be found, as well as a host of other useful items. New features include an experience system, which works somewhat like Castlevania's, and a password feature which lets you continue your game in case of a premature death.