This is a mixture of action and adventure in a game based off of Clive Barker's movie "Nightbreed" (which is based of Barker's novella Cabal). You play Aaron Boone, the main character from both the book and the movie. Boone is attempting to get to a planet of bliss called Midian. His attempts at gaining acceptable go wrong when he is bitten by a cannibal, and the Police of Earth find Midian and set out to destroy it. Boone must stop them. The game has several different sequences, most arcade based, trying to bring sequences from the movie to life on the computer screen. There are eight action types from driving to Midian, running from Peloquin the cannibal, or fighting 'The Mask', a serial killer whom Boone is mistaken for.

Believed to be responsible for a series of murders, Aaron Boone hears of a wonderful place called Midian; a place where a race of supernatural beings live, isolated from the inhumanities of man. In a bid to escape the unjust world, Boone discovers this underground Necropolis, hoping to be accepted as one of these creatures, the `Breed'. However, this ambition becomes fulfilled in a nightmarish fashion, as he gets bitten by Peloquin, a cannibalistic Breed member, and thus undergoes an incredible transformation. Unwittingly, Boone leads the police department to Midian. In a civilsation where everything that is different must be destroyed, these`Sons Of The Free' mount an enormous attack upon the underground city, aided by `The Mask', the true serial killer whom Boone had been mistaken for. Will Boone have caused the downfall of the nightbreed, or can he become their saviour?