The sequel to the world famous Centipede, Millipede, just like its predecessor, takes place in an enchanted, mushroom-ridden forest. Once again, you control a magic wand that can maneuver in all directions along the bottom one-fourth of the screen. From the top of the play field, millipedes, which break into independently moving segments when you shoot them, descend toward you one at a time through the mushroom field. When you shoot a millipede, the segment you hit turns into a mushroom. The mushrooms act as shields for you, and you can shoot them for extra points or if you just want to clear off some room on the play field.

Other insects you can shoot include spiders, bees, beetles, mosquitoes, dragonflies, earwigs, and inchworms, which when hit slow down the action for a few seconds. The mushroom field rises one row when you shoot a mosquito and lowers one row when you shoot a beetle. DDT bombs appear randomly in the mushroom fields. When you detonate the bombs, a cloud of smoke appears, killing everything in its path. After every two to four normal waves, you are showered with bombing waves of insects, which are kind of like a bonus levels, except your wand is vulnerable to attack. ~ Brett Alan Weiss, All Game Guide