The world seems to be free from the menace of the evil alien forces. However, they are not willing to give up and launch a surprise attack against the Aero Fighters' base, effectively destroying their aircraft. Unable to counter the attack, they must use old WWII-era warplanes with strange modifications, in a desperate scramble for victory.
Ten different planes are available for selection by default, some of whom return from previous Aero Fighters games. An additional two secret characters from previous Video System games can be accessed by entering a code. Various characters can carry different numbers of power-ups (P) and bombs (B) before reaching full stock; picking either of these up while fully stocked grants the player 2,000 points, while a full-power (F) grants 10,000.
Destroying large enemies on the ground, as well as buildings and other prominent bits of scenery, will frequently reveal any of the above powerups as well as currency icons, which change depending upon the nationality of the player's character. Currency icons are worth anywhere between 10,000 and 200 points each; picking the icons up at the very top of the screen nets the maximum, picking them up more than halfway down nets the minimum.
The game contains a total of eighteen stages, of which eight will be played in each of the game's two loops using a branching system. After killing the bosses of certain stages, a plane will appear with two destructible wings; whichever wing is destroyed first determines the next stage that is played. Stages 3 and 6 are always bonus stages; these have no boss, and will either contain enemies which release lots of power-ups which can be collected for 2,000 points each, or a large number of non-firing ground enemies which release currency.
The game also contains a number of secrets; both of the last bosses will very rarely be replaced by hidden bosses, who also grant hidden endings. Some smaller enemies will sometimes exhibit unusual behaviour; for example, the gun turrets in the USA stage will occasionally turn into a bust of Villiam from Aero Fighters.
In two-player mode, players must use any two planes which are on the same row as each other on the character select screen. During gameplay, if both players' sprites sit exactly on top of each other, a powerful combined shot will be fired as long as neither player uses a bomb.