Closely based on a card-driven tabletop game of the same name, Down in Flames is a turn-based simulation of dogfights between World War II fighter planes.

[4] Each card represents a certain action, such as an offensive or defensive maneuver, machine gun burst or altitude change.

[3] Pilots gain experience with each dogfight (although they may be "permanently killed" in online multiplayer mode)[8] and eventually new planes can be unlocked.

[9] Development started in 2002, when Dan Verssen - creator of the original tabletop version of Down in Flames – met Brian Marrs, a professional programmer who created a self-made computer rendition of the game.

[10] Verssen thought it had "commercial possibilities"[10] and in November 2002, together with Marrs started working on "polishing" the game.

[10] In the spring of 2003, Verssen and Marrs tried to find a publisher on E3, an annual trade show for computer and video games.