Let Me Eat 2: Feeding Madness is an arcade game where you have to control several fast-growing marine predators who are out to uncover a mystery lurking in the ocean. The aim of the game is to avoid predators and obstacles while eating other smaller fish and creatures, eventually reaching the top of the food chain. There are 60 new levels that feature scenery such as new underwater worlds, coral reefs, deep sea caves, and sunken ships, as well as above-water challenges. The story mode has the player control a small butterflyfish named Bufi. Bufi eats his way to the top of the food chain. Along the way, the player encounters new prey and predators, both friendly and unfriendly, and must stop a secret fish, "The Who," from destroying the ocean.