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You control a tentacled microscopic organism called a Rotozoan as it swims around in the primordial ooze. The aim is to absorb other organisms (Goobugs) through the tentacle of the same colour so that the tentacle will grow. When your tentacles reach a certain length you clear the stage.

As your tentacles grow, it becomes more difficult to avoid the Goobugs. Touching the wrong coloured Goobug will shrink the tentacle that touched it and also deplete the Rotozoan's life force. Hearts can be used to restore the life force and a cyclone power-up gives you a special attack.