Brain dump time? Brain dump time.
Old 2d side shooter. You're in a space ship, going from left to right, working for the army. You play as one of three characters: a mad scientist type, with bright red hair and mismatched eyes, with a super fast but very weak ship; a hero type, wide chest, chiseled chin, with a super heavy and slow ship, but very strong; and a Lara Croft-style character who's balanced.
It's very quirky and funny. You get all your missions from an army general. Every level starts with you getting dropped off by a huge mother ship. It has a very unique weapon system, too. When you kill enemies, they sometimes drop a tiny thing that upgrades your gun. There's a piece of UI that stretches all across the top of the screen, with 10 or so buttons with small green lights at the bottom. Every time you pick an upgrade up, it starts from the start and works its way up so the first one you pick up, it lights the first one up. Then you need to pick up two more for the second light, and three for the third and so on. It goes through the ones you already have. If you get all the lights, it starts from the top with red lights, I think.
I also think it has co-op, where you both play together, but you can't share power-ups.
Does anyone have any idea what this is? I grew up on this game. If anyone has any leads, please share.