old spaceship game, late 90's
 

I used to play this game when i was a kid that was 1 player, could be 2 players. One person used the keyboard one used the mouse to move and shoot. Each level looks different as you fly around in this 2D game, and shoot other ships that shoot at you. You get pickups and upgrades as you get further for more powerful spaceship guns that shoot a larger area. At the end of each level you fight a huge boss ship. Once you kill it you move on to the next level. WHAT IS THIS GAME CALLED??!?! any ideas??
Thanks :)

Sound exactly like Tyrian.

Sadly, no. the graphics are a little..not cruder than that, but darker. and there is little/no dialogue or any type of interaction with people in it. mostly flying through space with like asteroids and space stations below you?

How about this one Slordax the Unknown Enemy.

He said late 90s :p

There are about 135 games in the category "sci-fi arcade topdown scroller":

http://www.mobygames.com/browse/game.../top-down/dos/

*) vertical or horizontal?
*) powerups across the map, or collect gold to upgrade your ship at the merchant between each level?
*) ega or vga graphics?


By the way, I recently got to addicted to a sidescroller remake too, called Jets'n'Guns (2004) from "Rake in grass" developer. I recommend you to watch the gameplay video then try the free demo:
http://jng.rakeingrass.com/screenshots.php

Tubular Worlds maybe?

I think i know what you are talking about. I had a spaceship game when i was a kid, and the description you made sounded exactly like it. Also player 1 had a red space ship and player 2 had a blue one!