The player takes control of Blitz, a robot alone on a ship that is being invaded by MegaNoeds. You must take Blitz into each of the six sections of the ship in order to solve puzzles that repair those areas so that you can set off the Space Cannon. Each section also has a "boss" that requires you to use the skills you developed on the puzzles leading up to him.
There are 19 levels in the game and the player also collects "upgradium" that can be used to enhance the skills of Blitz.
This was also the first XBLA game to use the Unreal 3 engine.