Midnight Resistance is a platform shooter that adds a few twists to the genre's traditional mold. The joystick mounted on the arcade cabinet is also an eight-way rotating knob; you use it to aim your character's gun in one of eight directions. By rotating the knob into position and moving it is possible to shoot at enemies above or below you at an angle.

You are initially armed with an assault rifle with infinite ammunition, but don't have to use it all throughout the whole game. Certain enemies, when killed, will leave behind keys. You can collect up to six of these keys to use in upgrade rooms after each boss encounter. The upgrade rooms contain a series of special weapons that can be unlocked with a varying amount of keys. The special weapons are divided into three groups: guns, auxiliary weapons and ammunition.

You can purchase weapons like the three-way spread gun, machine gun or the flame gun, while auxiliary weapons like the shower or nitro complement them. Both special weapons and auxiliary weapons have limited ammunition counts, rendering them useless once their supply of ammunition is used up. You can unlock as many weapons as you want, until you run out of keys. But you can only carry one special weapon and one auxiliary weapon at any time. In a two-player game, both players have to share from the same pool of items, meaning that if there's only one three-way shot available, only one character can have one, regardless of the number of keys both have. But one player can equip the weapons that the other unlocks. ~ Kyle Knight, All Game Guide