It is essentially a Puzzle-Action game. The entire system revolves around each player's (there are always two) grids on the playing field (10 on each side, if I remember correctly), with each player's corresponding color highlighted on it.
There are colored balls constantly appearing on the playing field, and it is each player's duty to connect the rainbow-colored ones with two (and this isn't the only one, as the combinations are numerous) regular balls of any color. This is done by either pushing them into the others, or simply kicking them across the screen. The more chains you get, the more black balls will fill up on your opponent's grid -- and he must move these, or else his timer will start to count down (always from ten). Once at zero, the round is over (up to three can occur in a match, granted both players have won a round).
Now if you chain more balls than his grid can handle, a chart will begin to fill, symbolizing "overflow stock". If the number of black balls on the player's chart are moved off of his physical grid, then the timer will stop. This makes for some exciting matches, leaving some players with one second left...
And overflowing is very important if you want to annihilate the tougher enemies in the game. This will ensure that they will have little to no chance of recovering (unless your opponent happens to be a fucking behemoth like Rongorono, who can dispose of black balls very quickly, which is always annoying, but welcome for the sake of challenge).
You can attack your opponent at any time to stop him from stealing a chain. Each character has a specific special move they may activate once their gauge is filled. This is done by pushing blocks when they are up against a wall or just another ball, effectively destroying them. But this takes precious time, and your opponent could find a perfect chain adjacent to your position (several rainbow balls in a row). Of course you may also take the devilish route and kick him across the screen before he does.
The special moves make a world of difference, I've noticed. I can't use many of the characters because they are (at least in my mind) at a huge disadvantage with their attacks -- at least to later matches/bosses. It is in this regard that Noon feels, at least on some level, like a Fighter.
The boss battles are lots of fun, only one problem: they are way too easy and feel like a gimmick. You will never lose health during these encounters (because there is no health bar, meaning you can take an infinite number of hits), and they are easier than the matches themselves. But they're still quite addictive. The grid system is utilized here as well -- only this time, connecting rainbow balls depletes the boss' health bar. The bigger the chain, the larger the chunk of damage you will deal. Sounds pretty damn fun, right? It is, but since it is really simple to pull chains off, these battles end rather fast. (SPOILER) The last boss is most enjoyable because of his excessive spam of black balls all over the screen.
And the soundtrack... man, I swear to God the guy who did the Sonic Adventure games wrote the songs for Noon. It's hard to forget that guitar wailing (Which is great of course!). I can't find evidence of this anywhere, though.
Here is a vidya of teh geem in mochian: http://www.youtube.com/watch?v=n1MfajAeQLE
Oh and did I mention that the 2D sprites look fantastic?
I would love to be pointed to more Action-Puzzle games like this one. If any of you know of one, please let me know as well.







