Nede game title !!!

System: Nintendo 64 I've played a game a long time ago .. so this is the description : Single and 2 player game with airplanes (old ones) fighting monsters (huge crows, fishes, etc..) with tentacles, right scrolling, power-up's for fire and speed. It has like 5 major boses from what I can recall. 2nd stage is the clouds, 3rd stage is underwater. Dunno the name so please give me the title if someone knows what I'm talking about...please I'm desperate !!! :)