Arena Wars doesn't have a real story, a coherent setting, or memorable units. Its music is mediocre, and its voice-overs are cheesy and derivative. Its pacing, controls, and AI all need work. For all its faults, though, Arena Wars manages to offer up clever gameplay that merges elements of shooters and real-time strategy games into a fresh, action-packed whole.

The combat is nothing if not colorful.

Arena Wars takes cues from team shooters like Unreal Tournament and Quake III, adopting a bit of their in-your-face attitude. More importantly, it adopts shooter-style power-ups and game modes, such as capture the flag, bombing run, and double domination. Arena Wars boasts some of the defining features of RTS games, too--for example, you control multiple units at once from an overhead view while defending a base. Unlike in most RTS games, though, you don't actually build your base, but simply receive it ready-made. Only one of your main buildings, a power generator, can be destroyed, but after a little downtime, a new one appears without any effort on your part.

You don't have to worry about worker units or resources, since there are none. All units are geared solely toward duking it out with the enemy, and you begin right away with a pool of $1,000 for unit purchases. The pool can never rise above $1,000, but when one of your units is destroyed, you instantly get back the money that you originally spent. There are no resources, though you can pick up power-ups that you can use to selectively benefit your units or harm the enemy's.

While these twists on standard RTS gameplay are interesting in their own right, the neatest thing about Arena Wars is the way it successfully brings shooter concepts into the world of real-time strategy. The game's capture-the-flag mode is pretty much what you'd expect: Grab the enemy's flag from his or her base and return it to your own. You can't complete a capture unless your flag is on its stand at the time. If your flag is dropped by the enemy, you simply touch it to return it home. In and of itself, this mode isn't particularly novel, but it's not every day you find CTF smoothly integrated into an RTS. The mode is well balanced, too, with flag carrier units moving slower than normal and unable to execute the special attacks they normally have at their disposal. You can't just perform a mad rush, but rather have to carefully screen your vulnerable flag carrier all the while.

In the bombing run mode, you pick up a bomb and try to place it in the enemy's drop zone. When you do, a timer starts ticking down to the explosion, though this outcome can be avoided or at least postponed if the enemy grabs the bomb and removes it from the zone. The timer will resume its inexorable countdown if the bomb is dropped back into the zone. One of the neat twists in this mode is that you'll need to post more than a few guards near the ticking bomb to prevent enemy units from just marching in and casually removing it from their zone. Yet when the bomb eventually goes off, your defending units might be incinerated in the explosion. This can render you nearly defenseless until you can crank out more units back at home.

In the double domination mode, you have to grab a key and take it to one of two domination points. After you control one point, the key returns to its stand, and you must then reacquire it and use it to occupy the second domination point. You need to control both points simultaneously for 20 seconds--no easy task when the enemy is barreling toward you with its own keys, ready for occupation. To throw a strategic wrench in the works, you can destroy nearby power plants to reset an occupied point to neutral.

The smoldering remains of a couple of enemy units.

You can play these different modes in a series of single-player ladder tournaments with different themes and styles (one-on-one CTF, two-on-two CTF, "insane" difficulty mode, and so forth), or you can play custom games against the AI on multiplayer maps. Arena Wars also includes an easy-to-use map editor for creating your own battlefields. If you want to pit your wits against human opponents, you can play online or LAN matches with up to eight players. The online component of Arena Wars includes a built-in server browser and chat client, as well as a ladder ranking system. Unfortunately, we had problems finding enough players online, and we also had trouble with dropped connections, lag, and bugs. When everything works, though, the multiplayer can be a blast, with exciting action and surprise strategic twists.