The sequel to Fury3 and makes the jump from WinG to DirectX graphics. The Bions are a race of fighters created by the Terrans to help them win the IP Wars. After the war, the Bions couldn't be controlled, leading to the Bion Wars. Hellbender takes places six years after the events in the first game, the Bions killed all of the Coalition of Independent Planets' pilots on a planet called Sebek. Players take the role of "the Councilor", the last surviving Coalition pilot. Gameplay is straightforward, with the player piloting a space ship over vast above-ground levels and through cavernous underground cave systems. The radar screen indicates where the next mission objective is, as well as other bogeys that are attacking. Players can transfer energy from main to the weapons and shields. Some enemies leave power-ups such as weapons, energy, and hull repair. If you can't use a power-up, you can leave a beacon to help you find it later after you've taken some damage. Gameplay takes place on eight different planets, most of which have three levels. There are 23 levels in this game, with only the first level playable in the trial version.

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Microsoft no longer sells this game.