The Catharpa Series Part Three


by Björn Cole


Fox sat in his Arwing, intently focused on a bright, yellowish star in the sky before him. Hopefully, within a few minutes, the path to reach such a distant object may be opened. Vainly, Fox tried to put his latest nightmare vision out of his mind. He saw that his father beat him to the Catharpa system and took on Andross alone. All he could do was hopelessly watch Andross tear James McCloud to bits. In the meanwhile, the shadow voice taunted him.

"It’s not true! It’s not true! It’s not true! It’s.....not....trueeeee! I lived for my father! I lived for him!"

"And he will die for you!"

That will in the phrase was new to Fox. And it scared him, confirming that his father was still alive, but maybe not for long.... He tried to calm himself, "Yo, Slippy, how’s the quantum drive doing?"

"Just a few more moments, Fox. What’s with your voice?"

Fox noticed that he took breaths between every two words. "Just anxious to leave, that’s all." Peppy had suspected that something wrong was happening to poor Fox. And, Fox knew, Peppy took precautions to relieve Fox of command, if the situation degenerated to that. The way Fox’s brain raged war on itself, it might. Another flash, marking a nightmare, danced across Fox’s eyes. Almost in preparation, his body covered itself in sweat, breathing sped up, and heart pounded. Not again! Fox cried out inside his head. Just give me a little more time....

"Fox, we’re ready to engage the quantum drives."

Fox thanked Slippy for breaking the dream off without speaking. "Great. Tell me what to do." Slippy explained earlier that the quantum drive used a certain compound from Katt’s world, nicknamed Granium, to produce a power field around the ships and Great Fox separately. This sent them along on a "Quantum Leap" which would propel the ships to many times the speed of light. The finer the material and better the field, the faster the ships would go. This particular set-up would get them to Catharpa in a couple of days. Katt convinced her people to send the "emergency" speed kit so that the ships could move this fast.

"Okay, guys, charge up your plasma engines to full capacity. Now, we’ve got to initiate an internal scan on the Granium crystals and send all of the data to me. Katt, take the lead."

"Sure thing, Slippy. Fox would probably like to watch my back for a while, instead of vice versa." Fox smiled for a second, further pulled from the dangerous grip of the shadow man.

"Alright, Katt, specs check out, it’s your command."

"Alright boys, lock your plasma engines in the quantum drives. Hit the green button that’s new to your Arframes. Okay, to make the jump shorter and to lessen stress, recline into the most comfortable and orthopedically correct position. You’re going to be in suspended animation during the trip. Don’t ask me, I had Slippy install that part. Give me a go no go when you’re ready or not."

Four goes quickly rattled over the radio. "Lock wings into full back position. Activate thermodynamic shields. Lock G-Diffusers and plasma engines into quantum field matrix... hit the yellow fail safe button. Sit back and get ready for the initial jolt. Excite the Granium!"

Fox pressed the final in a line of four fail-safe buttons, the red one. A loud, seemingly omnipresent roar filled the cockpit and Fox could feel an intense pressure build from behind him. Katt’s voice came over the radio, badly distorted, "Going into Stasis—" A tremendous lurch ran through Fox from the back, and the star-scape instantly changed.

Instantly disoriented, all of the StarFox crew demanded to know where they were. "Calmness, guys," Katt said quietly. "We’re in the Catharpa system, exactly one week from the moment we turned on the quantum drives. We went into Stasis to avoid the shock of the flight, remember? Now take some sensor readings and build up a kind of primitive map."

The deep red sun of Lylat, a rather dim star that was barely capable of spawning life, gave way to a bright yellow sun, and obviously very hot. This system had four major worlds: a large, desert world; a cold, frozen world; a thick-atmosphered world (like Venus); and a garden world like Corneria.

"If I remember right," Katt mused, "Atzerri should be the world with the soupy atmosphere. I think it also has the most metal ore of all these worlds."

"Perfect spot for Andross, then. It should almost remind him of Venom," Fox said. "Everybody make for the Great Fox war room. We’ll make our plans there."


ROB-64 stepped to the front of the war room, waving a pointer over the view screen. "According to our electronic probe into Atzerri records and art, this is the typical attire of the Atzerri people. The screens showed squat figures with thick cloaks and infra-red visors. "The thickness of the planet’s atmosphere has caused a solar winter and blocked the sun’s rays. As a result, average temperatures at the poles are -190 degrees Fahrenheit and about 70 degrees at the tropics. You will come to appreciate the cloaks," ROB said dryly. "Secondly, Andross has built a palace near the tropics, since he can’t stand the cooler temperatures. If you wanted to hit him there, you would have to take the light cloaks. Atzerri have a tradition of keeping themselves covered. It may have to do with the ultra-violet radiation on that planet. It’s about the only thing that can go through the atmosphere."

"Anything else?" Peppy asked.

"That should do it. I’m going to use Katt’s teleporter equipment to pull a couple of Atzerri guards aboard so that you may take their uniforms. And their places."

In a second, five Atzerri guards, armed with laser rifles cast their visored eyes about, trying to get orientation. For the StarFox team, it was a simple matter of clocking each on the head before they figured out where they were. "Could you send them prepackaged next time?" Falco asked. "They might be a bit more trigger-happy than these fools."

"Sorry, Falco," ROB said in the same neutral tone, as he hauled the Atzerri to the brig. Without their robes, they were bluish humanoids with small, slotted eyes and rough, thick skin, and they were slightly bloated. However, they looked incredibly strong and able to withstand great amounts of pain and cold. One of them started to struggle, but the android’s grip was too powerful for even all five Atzerri to break.

After the entire team was properly dressed, Fox took a turn at the viewscreen. "It looks like Andross’ palace is well-guarded with the Atzerri. They can’t be happy about being enslaved by Andross so quickly. There has to be a rebel force around somewhere, since Andross has the palace guarded so well."

"Or he’s waiting for us," Slippy interjected.

"At any rate, it would be best if we hook up with a larger force. Even when we took Andross down before we had an army behind us."

"I agree," Peppy said. "We’ve always had support before. We can’t take Andross alone."

Garbed in an Atzerri cloak, Fox and his crew teleported to the surface, just a mile away from Andross’ palace. In the foggy atmosphere, Fox could barely see the colossal palace. What he did see, however, was a terrible and twisted monument to Andross’ power. It appeared to be a normal castle at first, but then he saw statues of monsters and great laser cannons atop the ramparts. And worst of all, his countenance stood in front, captured in stone, posing as a great leader.

It didn’t take long for Fox and his friends to master the slumping shuffle of the Atzerri; the mile hike taught them quite well. Fox went along, observing that the buildings were low to the ground, with most of the structure probably being subterranean. The thick atmosphere smelled of smelted metal, fuel exhaust and chemical factories. Andross was trying his best to ruin this world as well. While he shuffled along, Fox noticed that a fine ash slowly covered his cloak and hands, as it did to the rest of the crew.

When they reached Andross’ palace, a small group of Atzerri had gathered just outside Andross’ palace. From the way that they carried their cloaks, it immediately became apparent to Fox that the group carried laser rifles along with them. He motioned his crew to hide behind a group of nearby crates and watch what happened next.

Surely enough, the Atzerri walking toward the palace pulled laser rifles from their cloaks, and began to fire on the guards. Most of them were shot down almost immediately, but one remained in the fight. He shouted, "Are you all too cowardly to fight me alone!"

One the guards replied, "Hey, someone go take him! This should be fun to watch!"

A large guard stepped up to the considerably smaller Atzerri rebel. The guard threw his cloak aside, revealing a metal breastplate and armored groin protector. When the rebel threw off his cloak, it only revealed a tunic and trousers.

"That guy’s gonna get torn to pieces," Katt whispered. "We’ve got to help him out."

"Hold on for just a sec, I have a hunch about this. Besides, we can’t tip our hand to Andross. Let’s move over to the rebels’ escape path. There’s something to hide behind over there as well."

The large guard flexed his arms for his cheering section, then stomped over to the rebel before him. "I’ll even let you hit me first," the guard growled.

"Awfully nice of ya." The rebel reared back and charged the guard, throwing his shoulder’s into the guard’s armored grunt, then heaving backwards. With a crack, the suplex move brought the guard onto his back. Howling, the guard slowly rolled over, and then lumbered over to the revel. He swung at the rebel’s head, and the small Atzerri ducked to the left side, returning a quick punch to the guard’s armpit. Grasping at his now limp arm, the guard walked about, glaring at the rebel. Finally, he looked away, then suddenly charged the rebel, running like a bull. Nimbly, the other fighter side-stepped and extended his leg in a sweep.

Another powerful guard stepped into the ring. "Get out of my way, ox!" he glared at the other guard. "You fight like a novice." He turned to the rebel. "Come on, kid. Now you fight a man."

The Atzerri guard jabbed at the rebel, hitting him straight in the face. "See what I mean? C’mon, slam me, little guy!" Instead, the rebel jumped onto the guard like a cat, knocking him onto his back. "Ooh, I like that." The guard reached over his head and threw the small fighter onto his side. Then, he dove for his opponent. The rebel caught the large Atzerri with his legs for a moment, and kicked him away. As the guard got to his feet, the rebel pulled back into a tense stance, one leg stretched before him, his body far to his rear leg, and his arms in a guarding position.

"Now we help him," Fox said. He pulled a laser pistol from his hip holster. "On my signal..." The StarFox leader leapt out from behind the crate, "Now!" he whispered as loudly as he good. Fox ran at the guards, shooting with his hands inside the cloak. One of the bolts struck an enthralled guard. Suddenly, they turned their attention away from the rebel and fired on Fox.

Fox rolled over to the rebel and whispered, "We’re on your side." A laser bolt nearly struck him in the leg. "Better play nice," he rolled away from another shot, "or I’ll remove your toys." He pulled the guard’s wrist to the ground with a thump, and stole his rifle. Scarlet beams pierced the air around him, and he danced about, making a hard target. His return fire struck one of the guards, and forced the rest to retreat towards another group’s current position.

Falco and Katt stood behind a large delivery truck parked just away from the palace walls. A laser shot penetrate a corner of the truck’s armor, and cut into Falco’s leg. Katt gently felt the wound. "Damn that hurts," Falco grunted, "but it’ll heal." The feline pilot rolled into the open, firing away at the guards that faced her.

Fox saw the group attacking the pinned Katt and Falco. "Peppy, Slippy, cover me!" he shouted, dodging the fire of a group of guards. Both the group attack him and the group firing on Katt stood in the same place, back to back. Fox reached for the claw glove at his side, and jerked it onto his hand, discarding the laser rifle. With the laser pistol in his bare hand, Fox dove at the group of guards, slashing and blasting to disperse them. Within a couple of moments, all of the guards had either fallen or fled.

Bright lights and dark rumbles filled Fox’s field of vision. His teeth clenched, and his jaw tried to crush his pointed canines into stubs. "Why can’t you get your damned voice the hell out of my head!" Fox shouted, reeling from the blows to his head. Dizzied, he steadied himself, and saw Andross in the middle of a dark vortex, holding Fox’s father. Blood pressure soared. Steaming heat seethed from every pore in his body. All of his nervous energy tensed into a single knot, and a fuse began to tick inside him.

"Your father died for you, Fox! Just as he is dying, as he once did, and as he always will! You stood by and let him die!" the invisible voice screamed.

The nervous energy vanished from Fox, leaving him limp and weak, to collapse onto his knees. In a wail two octaves higher than his normal face, Fox cried out, "I lived for my father! I loved him, as I have, as I do, and as I always will!" Tears flowed from his eyes as Andross pitched a gravestone at his feet like a javelin. "Damn it, I...lived...for my father!"

A new source of energy rushed into Fox, flowing from his stomach. Fire returned to Fox’s eyes and an overpowering rage filled him. The fuse went off. Fox looked to his claw glove, then to Andross. "I lived for my father...." he growled, this time two octaves lower than his normal range. In Fox’s inner world, the growl reverberated through the entire area, returning to him. "And I will prove it!" Fox charged Andross, who backed off, trying to retreat. The ape tripped on a stone and fell onto his back. Fox jumped onto him, slashing wildy, as one would slice beach sand away to dig a pit. Andross’ chest faded into a nebulous nothingness, but Fox continued, pulling a deep satisfaction from his primal act. After the ape had thoroughly disintegrated, Fox stepped back, and looked at his handiwork, the angry force draining from him. Panting, he lifted his gloved fist to the air. "I am Fox McCloud, son of James McCloud!" A lightning bolt crashed in the background, the thunder providing base for Fox’s shouted. "Let all of the enemies of our house hide in the shadows, let them try to plot their way out of my reach, even let them try to fly into the Lylat sun and hope that its warm grip will save them, let them flee to the corners of this universe! But, with my father, dead or alive, as my witness, a message to all of those enemies; I will find them and bring them into my close, personal grip! And I will relieve them of the burden of inhabiting this plane!"

Another lightning bolt came down, this time striking Fox and transporting him to the material plane. He found himself standing on Atzerri for a split second, before he collapsed to his knees. The dreams now intruded into reality. Fox’s dark conscience (if such a term could exist) intruded on him with more brutality every time he enter the dream state now. Sleep would now be almost impossible. But, let him face the waking world for now.

Fox propped himself up, using his gloved hand. As he looked toward the ground to be sure his feet were upon it, he noticed blood and a piece of flesh on his claw. His breath came in sharply. Then, he turned to look ahead of him. There lay an Atzerri guard, with his arms sprawled out, his eyes forever shut. Looking lower, Fox saw the guard’s chest plate, split and seemingly torn open from the center. (Weaker stomachs may want to skip this) Inside the plate, the Atzerri lay gutted. His abdomen appeared as if the insides had been scooped out with a sharp spoon, leaving a flesh pink concave impression. Entrails hung out of that impression, pulled to either side in bloody sections. The stomach of the creature also hung out to one side, with bile and nasty-smelling fluid spilling out of the sac. The bottom of the Atzerri’s lungs and heart lay there intact, but the main arteries to both hung just outside the depression, spilling most of his blood supply onto the streets of Andross’ capital city.

Fox stood up and recoiled from the sight. He looked at his glove, then yanked it off and threw it alongside the body. He turned to his team and the Atzerri rebel, who were equally revolted. He walked towards them, meaning to address the rebel. Katt stepped away backwards, interchanging looks between Fox and the corpse. She forgot how to speak, and slunk away from the oncoming Fox. Fox himself felt as if his jaw were clamped shut.

Finally, Fox dropped his head and looked at the corpse one last time. "What have I done? What is this new darkness inside me? Katt, I..." She leapt into his arms, trying to squeeze the madness from him. And for a moment it worked. Fox grunted from the suffocating embrace. "Excuse me, Mr. Atzerri? What are you called?"

"I am Tollo of the Catharpian Resistance. You’re obviously not of this world. Are you the legendary StarFox that everyone keeps whispering about?"

Katt stepped off to Fox’s side while he addressed the rebel. "Yeah, I’m Fox McCloud, leader of Star Fox. Do you have a base around here somewhere? Andross might have seen us already." Fox didn’t realize that his hood had been down for most of the fight, giving anyone in sight a clear view of the StarFox leader.

"Um, Fox?"

"Yes, Katt?"

"I think anybody could see you right now, tiger," she pulled his cloak’s hood over his head.

"Oh. Well, at any rate, we must make for Tollo’s hideout."


The Catharpian Resistance’s headquarters was in a dingy quarter, deep in the factory complexes near to Andross’ palace. "What is the name of this city," Fox muttered to Tollo as they walked.

"It’s called Azar, former capital of Atzerri, and the Catharpa nation. That palace used to belong to our ruling Council. But now Andross—" Fox lifted a finger, then pointed to a factory whose shift appeared to be over. "We can continue," Tollo said, "traffic is so heavy here that no one will notice us, if you keep it down." The six walked on to what appeared to be a guarding post.

A short Atzerri woman (or so Tollo said she was a woman) barked a halt order and pointed her laser rifle. Tollo stepped up to her. "Nano-64 Alpha Plus," he said quietly.

"Come on in, Brother," she whispered back, then louder, "You may pass."

The guarding post was only a small two-room hut, but Tollo stepped inside. "Now watch, everyone. You remember the code I said?" Everyone nodded. "Punch it backwards into the remote control, pointed at the viewscreen. "Plus Alpha 46 Nano, or PA46N." Gears and motors whined quietly beneath them and the chair sunk into the ground.

The rest of the StarFox team went down the chair, with Fox and Katt taking the last ride together. "It looks like the ride takes a while," she said quietly, pressing against Fox’s side.

"Why didn’t you stay around after Andross fell in Lylat?"

"I don’t know . . . I just felt this . . . need to return to Issus. I wanted to see you again, but I just couldn’t fight my urges to stay at Issus. This powerful intuition told me that I had to be ready to bring you the resources of the Issus system at any time. In fact, I had the emergency quantum drive components in my ship before I returned to Lylat. But now—" Katt’s last sentence fell away from Fox’s mind as a dark sky built up around him, "Not now!" he shouted to the clouds with authority. The clouds blew away, but the general sense of fear and hatred remained with him.

"This is weird," he said to Katt, cutting her unheard sentence off. "My nightmare returned to me just now, but I could stop it. But, I’m still afraid, like some jungle cat is about to pounce on me."

Katt brought Fox even closer, if that would be possible. "Don’t worry, Fox. As long as I’m around, anyone or anything has to go through me to get to you."

"That goes double for me, Katt." They turned to each other, and Katt planted a kiss that stopped time in Fox’s view.

When the chair stopped at the first level of the rebel headquarters, Katt and Fox’s lips were still locked together. This time, however, Falco decided to keep his mouth shut, since Fox had been through so much. However, he did politely clear his throat, which brought both of the chair-riders to attention. Neither said anything, and Fox just shrugged.

The Catharpian Resistance war room resided in the third floor of the underground, and housed three resistance commanders at the moment. Tollo stopped his tour of the facility there. "StarFox team, I would like to introduce you to General Diono. He’s trying to coordinate an attack on Andross’ main factory complex at the moment. We have plenty of land forces on our side, but our air power is not so good. There are a few Invader 3's in our hangar, stolen from Andross, but they are no match for the new Invader 4 model. Plus, there are the constables of Andross’ skies, in their ultra-new ships."

"Let me guess," Peppy said, "StarWolf, armed with a Wolfen 3 class fighter."

"Actually, Andross has just produced a Wolfen 4, the most vicious machine that we’ve ever faced."

"This is going to be tough," Peppy mused. "What kind of defenses does this place have?"

"The perimeter of the buildings is guarded by anti-aircraft laser cannon installments. On the rooftops of some of the factories, they also have surface to air missiles. We’ve modified the Invader 3's to hold radar jammers and dual missile launchers on their bellies. Finally, the factories are heavily guarded by one Andross’ finest units. This is where he is building a massive attack force, complete with transwarp carrier ships."

"To strike at Lylat, no doubt. That’s probably why he’s been swiping his notes from the information centers on Venom. Or that Werdan crone of his sends them on tachyon wave. That name sounds familiar somehow . . ."

"At any rate, those are the anti-air defenses, and some of the anti-land assault defenses. What do you think? Can you help us?"

"Easily," Peppy replied. "With five of us expert pilots flying the latest in air technology, we should be able to smash the air defenses, allowing for your guys to make a bombing or strafing run. If you want, we may also be able to give you some cover fire for the ground attack."

Diono rubbed his leathery chin with a thick forefinger. "I think if you just took out the anti-air defenses and held off StarWolf and any other of Andross’ pilots, we’d be just fine."


That night, Fox McCloud tossed and turned in his bed for an hour before he finally surrendered the option of sleep. He lay on the bottom bunk in a corner of the rebel barracks for a few moments, then stood up and made for the hangar. "Entry request: Nano-64 Alpha Plus." The door opened, with a computer voice’s acceptance of the code.

Inside, Atzerri mechanics buzzed about, loading missiles into the cylindrical clip-on launchers, installing launchers, and readying the machines for flight. Fox walked over to his shining P-7 fighter, and even in the dim light, he could see his reflection in the metal. He pushed his hair to one side with his hand, trying to make the reflection look somewhat awake. He gave up, and looked at his name, painted in black and gold brush script, just below the plastiglass canopy.

Fox pulled a short ladder over to the Arwing, and climbed in. "This is Fox McCloud on screened channel two," he said quietly. "Requesting clearance to take-off."

"That’s a negative, Fox. We’re trying to keep you a secret."

"Everyone in Azar probably saw me, I think it’s safe."


"Hangar bay doors work a lot better when they’re not blasted to slag, don’t you agree?"

"You wouldn’t."

"I’ve done crazier."

"Fine. Clearance granted. But stay high in the atmosphere, and try to use all possible stealth measures to avoid detection."

Fox nodded, flicking the plasma warmer on. It should be a couple of moments before the plasma batteries in the engine were excited to a level where they would produce thrust. "Taxiing out of the hangar now." Throttling to about 30% power, Fox took a hold on the flight stick. Heavy rock doors swung out of the way, and Fox could see the thick Atzerri atmosphere, if that thick smoke wasn’t from the Azar factories. Fox throttled to 80% power as soon as the nose peeked out of the stone opening.

Fox pulled quickly to the cruising altitude of 40,000 feet, plenty high enough to make visual detection difficult. "Activate radar dampening energy fields and photoelectric camouflage panels. Also activate heat absorbing exhaust screens and move engine to stealthy thrust position." Gears and power fields hummed all about him as the newly designed P-7 stealth systems configured themselves, capturing telltale exhaust, hiding the plasma thrust plume inside the plane (an extremely difficult thing to design) and otherwise vanishing into the background.

From there, Fox flew about, choosing to pull off looping somersaults, stall climbs, 180-turns, and other highspeed maneuvers at whim. The flying did little to calm his nerve or lift his spirits, however, his main source of happiness holding out on him in his powerful need. What he really needed to do was shoot something. Maybe launch a Concussion bomb in some sensitive area to Andross... maybe waste StarWolf once and for all. Ah, he may as well go back to sleep. After a little more flying, that is . . .


Fox rubbed his eyes as he looked down upon the surprisingly bright surface of Atzerri. The P-7's of the four StarFox pilots, and the Catspaw, flew at 40,000 feet. Peppy had insisted on bringing an extra-large supply of Concussion bombs for the attack run, and Fox didn’t blame him. The rebels’ aircraft stayed far to the rear, as planned, so StarFox would be alone for about two minutes before the main attack. And it appeared that none of the ant-sized Atzerri below expected the attack.

"Lock wings into strafe position," Fox ordered, "and drop altitude for the first pass. Charge homing laser bombs."

The P-7's (and the modified Catspaw), dove in a V-formation, with Fox in the lead. "Fire at the base of the factories!" Several charged laser bombs crashed into the base of the factory, disabling an entire wall of anti-laser cannons. Fox lead the V into a steep climb, then pulled up and over the group of buildings. "Hit turbo-boost and then flip to strike the other side!" Roaring to 500 miles per hour, the supercharged fighters reversed direction swiftly and smashed the anti-air installments.

"This is Fox McCloud. You are cleared to begin the strike run. We’ll get the missile launchers." He spoke to his teammates. "You get the launchers, I’ll watch for StarWolf." This mission seemed almost pathetic in its difficulty level. A few automated weapons would barely challenge those inexperienced rebels, let alone the StarFox team.

"Why don’t you just turn around, Fox McCloud!" a sinister and growling voice broke over the radio.

"Wolf O’Donnell! I suppose you were recycled with the other Venom trash. This time, I’ll be sure to finish my work. En garde!"

"Oh, no. I’ve learned to do things in a smarter, safer way. Diono, engage Plan Alpha!"

Fox instantly fell to confusion. Diono? Was the resistance, or at least the one that Fox saw, a fraud? Or was Diono just a traitor? "What’s the plan, Wolf?"

"You’ll see . . ."

Slippy’s voice was the first to cry out. "Gas! They’ve planted knockout gas pods on the Arwings! We’re gonna crash!"

Fox began to cough, and sputtered to the others. "Get down as fast as you can! Try to land in the streets."

Five high-speed fighters dove to the ground, with the StarWolf team hot on their tails. Fox continued to cough and sputter, although there was no gas in the canopy. He gagged, "Can’t . . . fly any longer . . . Wolf . . . you Dartha pig." He cut the visual and gave a final cough, almost slowing to a stop.

Wolf gave orders on the radio. "Get alongside them and force their Arwings to stop. Hurry, before the street runs out!" He pulled up beside Fox’s Arwing, then glanced in to see that Fox was okay. Fox made an obscene gesture to Wolf and pulled out of the way, hitting the turbo boost as he went into a flip.

Fox saw the factories just ahead, and glanced at his radar. Only one shot at this, Fox thought to himself, setting the targeting lock for the complex. Four Concussion Bombs, plenty to level that place, and its weapons. Just a couple more moments—

The bright flash went across Fox’s eyes again, and the clouds built up around him. "NO!" he shouted aloud, locking his jaw. Clouds floated around his eyes, but the factories remained before him. Just need to keep these clouds away for a for a little longer, Fox. The shadow face leapt into sight, blocking his vision. "Father, gave me the strength just to do this . . ." Fox ground through his teeth. By magic, a hallucination of James McCloud entered the scene, binding the hidden face with a scarlet red box. It was the target lock box!

Fox fired three powerful Concussion Bombs at the base of the factory complex, which almost instantly blew it into slivers. "Oooh, Andross is gonna be mad when he hears about this failure, Wolf!" Fox catcalled over the radio. This time, Fox had the faster arframe, which allowed him to blast into the sky, preparing to link up with Great Fox.

"You may escape me, Fox, but I still have your friends! And your precious Katt as well."


"Hot dammit, ROB!" Fox exploded the moment the Great Fox airlock opened. To punctuate, he smashed his fist into the wall, not feeling it rebound off the three-inch thick composite titanium. "Things are looking really bad. Andross has the Catharpa system under his thumb, probably ready for an attack, Wolf nailed everyone after we fell for a fake rebellion ruse and my nightmares are only getting worse."

ROB spoke, with just a tinge of human emotion. "Is there anything that I can do, Fox?"

"I don’t know. Our last little excursion landed us in bigger trouble than we had before. What neat stuff has Slippy been working on?"

"Let us look."

The armory on Great Fox held laser rifles, power clips, Concussion Bombs and many other miscellaneous weapon systems and ammunition. Fox stepped along a narrow band of neatness and into Slippy’s giant laboratory which overlooked the hangar bay. An incomplete suit of metal hung from a closet door. "Hey ROB, is this the "exo-frame" that Slippy was chattering about?"

"I believe so. It appears to be nearly operative. All I need to do is to insert a power plant."

"Does this thing have a motor or run on batteries?"

"Small plasma engine, roughly one tenth the power of an Arframe."

"That would make me a super-warrior."

"Precisely the design goal. Allow me to insert the power plant. Meanwhile, you must formulate a plan of attack."


Atop his throne, Andross turned to his second in command. "Frotlo, wouldn’t you like to see what is on the broadcast bands?"

"Of course, sir."

A giant viewscreen hummed to power in the extravagant throne room of Andross the First. Four pilots lay on the floor of their own, individual cell. "Hello, StarFox team," Andross gloated. "Nice of you to partake of my fine . . . hospitality."

Falco slammed against his bars. "Fox is still out there, Andross. He’s gonna kick your tail all over this system, just like in Lylat."

"Excellent, Falco, but I still hold a trump card for our young hero. A few, in fact." He clicked to the next monitor channel. "Isn’t that right, Katt?" On the other channel, Katt rolled over on the cold prison floor, slowly becoming conscious of her situation. "Her cell is the most heavily booby trapped in the block. Not only is it alarmed like the others, but it is circled by laser installments and a few pressure mines."


Fox McCloud stood outside the hangar bay, facing the metallic suit of armor. "So I just stand here and let the suit’s micro-thrusters guide it around me?"

"Yes, but make sure you are on the anti-grav pad." (Actually, gravity is produced on the ship by a condensed downward pressure, and the pad was simply an absence of that pressure)

"Program Special Force, initiate," Fox said, activating the suit’s software. With his arms spread, the suit flew about him, segmenting itself and flying onto his body, with straps and buckles tightening around him. "Whoa! A little bit looser over there." Finally, a light helmet dropped onto his head, using a pressure bladder to conform to his head. "Hey, ROB, this is pretty neat. Just wish I wasn’t testing under these circumstances."

"Now, we come to your Landmaster Tank, Fox. As you have requested, I have outfitted it with a subterranean module, complete with carbideX-diamond drill."

"Excellent, ROB, prepare to deploy."

About an hour later, Fox sat at the Landmaster controls, watching Great Fox’s viewpoint from a screen in the dash. It was dangerous to fly this low, but Fox needed to land the tank close to the prison site, added to the fact that the tank hover rockets could only make a safe descent from 100 feet in the air. "ROB. Hit the Great Fox turbo engines. Swoop down to 100 feet, then get out of here A.S.A.P."

The launch hatch opened before Fox, and the slope of the deck rolled the Landmaster Tank out of the bay and into the air. A split second after the tank entered free fall, Fox squeezed the thrust trigger. With a dull thud, the heavy ground frame hit the ground. "All subterranean subsystems, activate." Fox repositioned himself in the exo-frame, knowing that the burrowing would make for a long trip.


Andross stood tall in his throne room, marching about in the illusion of immense dimension provided by his flowing cape. "So, Fox managed to destroy my main factory complex before he fled from Wolf . . . Frotlo, how much power do we have now?"

"Atzerri forces number almost thirty million, sir. Twenty of those have attack spacecraft. Kerranus (the garden world) forces number one and a half times that, with land and space proportioned about the same."

"What’s the most that Contact P says Lylat can field?"

"Approximately thirty million in space, thirty on land. With the casualties of the last war factored in and applied to this strike, almost all of Lylat’s adult population could be annihilated."

"Excellent. Begin food preparations, weapons production and fighter manufacture."

An Atzerri general shuffled up to Andross’ throne. "Sir. About ten percent of our forces are ready to launch. But, how are we going to transport all of this? Even with transport ships and carriers, it’s going to take ten times as much Super-Granium as we can possibly produce."

"I have a neat toy that’s going to fix that problem, Diono. Now hurry up and get those troops ready. I don’t want to give StarFox too much take to escape."

In the dungeons, Wolf O’Donnell stood before Katt’s cell, watching her rock slowly in a fetal position. "You know, Katt, thinking that hard is only going to give you a headache. There’s no way that Fox can save you here. We have surveillance over land, sea and air around here, and your own cell is booby-trapped. However, I could let you out. Why do you bother with a clod like Fox anyway? I have more money, better looks, more power . . ."

"Yes . . ." Katt purred, rising slowly. "I think I get your point." She sauntered over to the bars, making sure that she got Wolf’s full attention. Hanging and arm out of, and leaning against, the bars, she coaxed, "Maybe I will see it your way."

"Andross is going to be furious," Wolf said.

"Katt, you can’t!" Falco protested.

"I’m sure he wouldn’t mind you taking one of us out of here, since you almost single-handedly brought in most of StarFox, and an extra." Wolf stood against the bars now, and Katt played delicately with his ear.

"Actually, it wasn’t my idea, but since I’m—" Katt leaned in to kiss Wolf, pulling her hands around the back of his neck. "Since I’m—" Katt’s lips grew extremely close to Wolf’s. She slammed him up against the bars with a loud clang, then pushed him away and slammed him into the metal again. Finally, she punched him square in the good eye.

"Then again, maybe I think you’re a creep."

Wolf rubbed at his eye, filling with rage and pain. "Just sit and rot there, then. Let the bumbling Fox McCloud blow you to atoms on the proximity mines around your cell. Let the laser cannons—"

The ground shook unexpectedly, and a few lights crashed to the ground. Wolf slid into a position dangerously close to the mines. Everyone else stumbled about and sucked in their breath, preparing for an immense weapon of Andross to pass overhead. Instead, the modified Landmaster Tank burst into the cell block, just a couple of cells down from Katt’s. With a pneumatic whoosh, the hatch opened, and Fox emerged in cybernetic battle armor. "Hello, Wolf!" he sneered.

"Hello, Fox. Your girlfriend’s been putting the moves on me." But Wolf’s black eye was already developing.

"I wish she’d put the moves on Andross like that. Women typically don’t enjoy the company of incompetent pirates, my friend." With that, Wolf pulled a throwing knife from his sleeve and hurled it at Fox.

"I think I have time to take you down, Fox. Mines and lasers deactivate. Electrify bars." Fox leapt out of the tank, propelled down the floorway by his rocket boots. He opened his arms, grappling Wolf and steering him into a wall. Before they hit, Wolf managed to strike Fox on the side of the neck with a double fisted blow. They smashed into the wall with a crash, both falling onto the ground in a sprawl.

Fox recovered first, jumping backwards and firing several laser blasts from his wrist cannons. Wolf rolled away, moving for his own laser pistol, launching return fire. The rest of the StarFox team and Katt cheered and hollered for Fox’s benefit. Fox’s aim grew closer and closer to Wolf until he finally shot his blaster out of his hand. Fox ran up to Wolf, lifted him, and threw up against a wall.

Clutching at his hip, Wolf pulled out his laser sword and charged Fox another time. He swung wildly, each attack being deftly blocked until Fox kicked his opponent in the stomach. "Got any other little toys?" Fox asked.

"But of course. Hand to hand armor, to me!" A couple of wrist protectors, a glove and a breastplate flew over to encircle Wolf. A powerful punch to Fox’s face knocked him a few feet away.

Both opponents stood face to face for a moment, panting and experiencing large amounts of pain. Finally, Fox broke the stare, launching a salvo of punches at Wolf’s blocks. They fought in the semblance of two equally matched kick-boxers being played back at fast forward, launching strikes, blocks, and failed throws. Finally, it was Fox that broke up the fight with an underhanded laser blast.

Wolf slowly rolled to his feet, with Fox towering over him. "McCloud, I’ve never seen you know how to really fight. This is a new side of you. Although watching you rip that Atzerri to shreds was rather diverting." He grinned viciously. "You’re almost becoming a pirate like myself."

Fox stepped on Wolf’s chest, and pulled his laser sword out of its sheath. Slowly he lowered it to Wolf’s chest amidst cries of "Don’t do it!" from the prisoners. Again, Wolf laughed. "But if you’ve played dirty as long as I have—" Wolf tossed a clod of dirt into Fox’s eyes and rolled behind him. "—You learn how to fight back. Laser cannons, reactivate!"

Five powerful lasers concentrated their fire on a screaming Fox. In agonizing pain, Fox stumbled to take aim on one of the installments, then turned his cannon to Wolf. Wolf backpedaled as Fox slowly advanced, with great amounts of laser power flowing into him. "Landmaster, take those things out." The laser energy ceased and Fox continued to advance. "While you’re at it, Landmaster, blow those mines." An explosion echoed through the room. Wolf found himself against a wall, when Fox lifted him by the front of the shirt. "You’re wrong, Wolf. I can beat you fairly. And I will."

Just as Fox wound up to punch Wolf out, a dart flew into his cybernetic armor. A surge of power flew through Fox’s body. The power surge seemed only to charge Fox with painful energy as he turned and threw Fox across the room. Fox ran to Katt’s cell, feeling the suit fail and noticed several Atzerri guards descending upon him. He reached for Katt. "I won’t leave you . . ." he grunted, and clung to the bars. The entire suit’s systems went dead, and the weakened Fox felt another fifty pounds of metal upon him. With a final crackle, Fox faintly said, "I—" and dropped his limp hand inside Katt’s cell.


Fox McCloud awoke in a plush, scarlet chair with his hands bound in his lap and stripped of his battle armor. "He’s awake," Wolf said quietly. Fox looked up to take in the surroundings. The room appeared to be the throne room of the most glorious and wealthy dynasty he had ever seen. Scarlet and gold were the main colors of the room, with beautiful furniture of exotic woods. Andross didn’t deserve this exquisite palace any more than he deserved to rule.

"Bring forth the prisoner!" a strange-looking primate said from within an Atzerri cloak. "Let him answer his charges before Emperor Andross the First!" Two guards stood Fox up and brought him to the throne

"What charges?" Fox growled. Several Atzerri gasped and booed at that point.

"The charges of disturbing the peace and attempting to overthrow our ruler. Not to mention assault and battery," the monkey motioned to Wolf, "upon one of his fine constables. Besides which, you attempted to free convicted criminals, damaged public property, are in possession of an unlicenced piece of heavy ordinance and a tank. To top off the list, you don’t have a passport to this nation and you are guilty of conspiracy against the Emperor. How do you plead?"

"If all of this means freeing my friends and attempted to liberate this world, then I plead guilty."

"A foolish plea, Fox," came Andross’, voice. "Do you realize what kind of power I hold here?"

"No, why don’t you tell me. Then, I can break it."

Andross laughed maliciously. "It’s a simple case of gratitude, Fox. Let me tell you a little story:

"When you attacked Venom, I already had an escape plan in place. Your precious Katt isn’t the only one that knows about quantum warp technology. Also, the giant head and brain that you fought was indeed me, but I had myself genetically and psychically altered so that I might be able to win. But just in case, I had Pigma Dengar stash a cloning machine in an escape craft. He fled with it to Catharpa, where I was regrown in a couple of months.

"As I turned to conquer this place, I saw that there was no need. Catharpa was one big civil war, and it apparently had been so for a few decades. The warring factions were about worn out, but no one could stop the fragmenting and violence. Until I showed up. In one fell swoop I brought the Catharpa system together, and by force prevented the persecution and counter-persecutions. They had to surrender their freedom, but these people have never been free. They may have had freedom of choice and action, but the continuous war prevented it from going very far. I allowed these people to live without fear of being killed randomly in streets, gave them a stable system again, and my weapon-building gave them an economy. The Catharpian peoples may not like having the power taken away from them, but they are too happy now to worry about it. And they know I will leave soon. All I ever wanted from this system was a base from which I could strike Lylat.

"So you see, you couldn’t link up with a rebellion because there is no rebellion. Oh, sure, a few of the former warlords don’t like losing their power, but I can execute them with everyone else cheering. And there are a few intellectuals that I have repressed, but once again, they don’t care. And they won’t care for a few more decades when their comfortable life becomes an expected and they want more from it. By then, I’ll be ruler of Lylat, and maybe a few more systems."

"So why did you lure us here?"

"Why, to make sure that I had stripped Lylat of all wild cards, of course. Besides, I was slightly upset when you stole my new monster. Now, I can watch you suffer in a place where everyone hates you. You and StarWolf have switched roles in this system. And, there is one last thing.

"I believe that you have had trouble sleeping lately, my poor friend. An Atzerri scientist developed a Psycho-Projection ray for me, using some of the theories I wrote on the subject. In fact, at this close range, I could easily debilitate you. Constant use of this ray upon you has resulted in you creating a kind of "dark conscience" that is taking over your old one. Already you have shown signs of increased aggression and delight in maiming." Fox’s stomach turned at the thought of his murder of the Atzerri guard. "And you have learned to cheat in honorable combat. Not only am I beating you and your friends, but I’m crushing your morals as well." At this point Andross let out an especially evil laugh.

"You are reverting to an animal, Fox, and you’re learning to enjoy it." Fox lunged at Andross, but the guards held him back. "And now, for your first conditioning, I’m going to torture the great Katt before your eyes." Fox lunged again, but jumped backwards this time, taking the guards by surprise.

"You’re going to have to take me first, Andross!" He charged the guards, knocking them over with a shoulder charge and a jump kick. Fox stooped over for the keys, then froze suddenly. The shadowy face extended a hand, freezing him in place with the emotions of fear, hatred, weakness, anger and grief, all at the same time. Effectively, Fox’s brain broke down.

"As you can see, my Psycho-Projector is impossible to resist at this range. Guards, pick him back up and stand him before me. And bring Katt around. I want Fox absolutely livid by the time we set him loose with StarWolf to lead the attack."

"Katt . . ." Fox said lightly, "you can’t touch her, Andross."

"And just why not?"

"Well, for one thing, Andross, I’m loose!" Katt shouted from the palace rafters. As she dropped, the guards turned to her, firing at the ceiling. With a deft kick, she took a couple of them down and swiped the cuff keys. In a flash, Fox was released.

"Thanks, Katt." He gave her a quick kiss. "Since I don’t have my cyber-armor, I’ll just have to use this!" Fox stretched the claw glove over his hand and charged Andross’ throne.

A wall of Atzerri guards blocked Fox’s path. "Nice to see you again, Fox!" Andross taunted. "Wolf, to me! We’ll settle this in the sky!" Fox struck one of the guards with the back of his fist and swiped at another. With a powerful leap, he bounded after Andross just in time to hit a metal door. Several maniacal swipes at it with a claw glove made nary a scratch.

"Katt, let’s bail!"

"No problem here, Fox!"


"Set all long range scanners, guys!" Fox said, after reclaiming his Arwing. "We need to find StarWolf and the Intimidator, if we haven’t already lost them."

"Looking for us, StarFox team?" Wolf sneered.

"I’ve got serious problems, guys!" Slippy shouted, then, "Emergency beam to Great Fox bridge. Set Arwing to AutoPilot, course: Great Fox."

"Well, that takes care of one of you. I despise unfair fights, don’t you, Fox!" A dark laugh.

"I’ll take Fox, Wolf!" a familiar voice said.

"Sure thing. After all, that’s what you’re here for, Bill."

Bill Dog! As in Fox’s best flying buddy? This had to be a trick.

"Wolf! Let me see this ‘Bill’ clone on visual," Fox demanded.

Bill’s face flickered onto the screen. "What’s the matter, Fox? Don’t believe that I’m after you? Maybe Andross sees that I am your superior. Maybe he saw my potential in that flight contest. My question is: Are you ready to rematch?"

Fox’s face hardened, although it was only a shell to hide his feelings. Dramatically he said, "Alright, Bill, here I come." He stormed after Bill’s Wolfen 4 (thanks to Bill’s arrogant Friend or Foe beacon on the radar). Fox ran a quick checklist of all the special features of the P-7, realizing that Andross would have stolen or copied them all. He was basically dogfighting Falco on a good day, and he’d have to play it that way.

"Let’s see how you like the new and improved homing laser, Bill!" With a powerful jolt, a ball of emerald energy flew through the air and after Bill. Fox shook his head. That thing had to carry a ton of power with it. As expected, Bill pulled a 180-flip, and Fox activated the hard turn vectoring thrust to pull up behind Bill again, firing a salvo of laser blasts. The G-Diffuser failed Bill, with the Wolfen accepting a 15% loss of shield power. "Keep that up much longer and you’ll be grounded in no time!"

Bill had trained in Bulldog unit with a Green Wing fighter, and Fox knew about one of Bill’s moves that made him predictable. Green Wings (GW-3 was the latest) had a lower somersault ability (they could dive and circle around, although it was tricky) which he could use after a normal one to through the other fighter off guard. Fox fired several rounds after Bill, goading him into the double somersault routine. Luckily, Andross’ mind control had probably wiped some of Bill’s memories clean, as in how Fox had crushed him during the double somersault.

Bill pulled into the first somersault, then turned into the first. Instantly, Fox dove and prepared to launch his Concussion bomb. Just a couple more seconds to the Point of No Return . . . Ka-boom! Bill’s Wolfen opened a rear hatch and launched a power Concussion Bomb of its own, before Fox’s launch. The controls rattled out of control, and the force was such that a sharp piece of metal tore at Fox’s harness belt. Bill finished the double somersault, locking on with his laser cannons. "Alert!" a frantic female voice said. "Shield power down to 10% and failing. Plasma engine taking severe damage. Containment fields on Granium and Tridillium cells failing."

Fox gritted his teeth and turned to a cloud bank. He figured that he’d probably be able to scramble Bill’s targeting radar, if not hide from his vision entirely. Quite to the contrary, Bill leapt out before him, steering as to collide directly with Fox. Fox pulled to the side, causing Bill’s Wolfen fighter to violently rip the wing from the side of Fox’s fighter. The collision threw Fox to his side, and out of his already frayed harness to collide head-first with the side of the Arwing’s interior. The plane flipped and spun out of control amidst the radio cackling of the StarWolf team.

The laughter stopped when two powerful destroyer blasts tore through the air to disperse the StarWolf team. A radio-controlled Landmaster Tank provided ground support and further scattered the pirate team. "Fox!" Katt shouted.

"No!" screamed the others. But Fox had ejected from the Arwing; yet he failed to answer any of the cries.

Peppy said, "ROB! Beam him into the sick bay! I have a horrible feeling about this . . ."


"It is as you feared, Peppy," ROB said in his clinical voice. "Fox has fallen into a coma and may take several hours, days or weeks to recover. It depends on how much fight he has. In order to speed his recovery, I suggest that we return to Lylat in order to find a better facility. What is your call, Peppy?"

Everyone turned to the senior member of StarFox. "For one thing, I believe that Falco should lead under Fox, since he has Fox’s basic ability. Furthermore, he has been a leader in his own unit before."

Falco nodded. "I accept, Peppy. Alright, ROB, as much as I hate to do this, return to Lylat. We can’t do anything for Fox or defend against Andross here. We’ll have to let Pepper take up the cause for now."

All turned back to Fox. "Come back soon," Slippy said, laying his cranial message band on Fox’s head. "Maybe it will help."

Peppy laid an old photograph of James McCloud beneath Fox’s folded hands. "May your father watch you in death as he did in life."

Falco turned to Fox and said quietly. "You’re are best pilot. I don’t know if we can handle Andross without you." Falco laid Fox’s flight trophy on his side table, next to the vase. "Just to remind you."

Katt slowly approached Fox, and kissed his lips, lingering for a moment. "To let you know I’m out here, Fox. Come back to me."

Then she turned to Falco. Falco threw his arms around her and gently brought her head to his shoulder. "Don’t worry, Katt. I’ll take care of you while Fox is under." Katt didn’t even bother to go into feminist mode.

"Thanks, Falco." Then, to everyone’s surprise, Fox twitched and shouted indiscernible profanities at the top his lungs. It appeared that a powerful internal battle had just started.