An ordinary average earthworm named Jim goes about his normal daily life, cruising around avoiding crows and doing other general worm-like things. Jim is suddenly struck by a very large ultra- high- tech- indestructible- super- space- cyber- suit. Through sheer luck, Jim rests safely in the neck ring of the suit. Suddenly, the ultra-high-tech space particles of the suit begin interacting with Jim's soft wormy flesh. A radical light-speed evolution takes place.Jim soon realizes he is in control of the suit.Gameplay is similar to the first game, with Jim jumping and running through the levels. There are 5 weapons more than the original game to collect. Characters like Princess Whats-Her-Name and Psy-Crow appear.