We caught a glimpse of the potential machine-exploder that had Fahey so enamored at E3 earlier this year. PowerUp Forever looks to be flOw's take on the never ending , bullet-hell shoot-em ups that do so well in Japanese arcades and on PSN and Xbox Live Arcade.

In PowerUp Forever you play your way through procedurally generated environments trying to take on bosses bigger than you to evolve. As you grow, so do the enemies you face. The game will include four modes:

• Survival Mode - Survive relentless waves of non-stop enemies
• Guardian Rush Mode - Defeat a series of guardians in the shortest length of time
• Defender - How long can you survive only using a shield?
• Overkill Mode - Unlimited weapons!

The space shooter is do out this fall on the PSN and XBLA.