Special thanks to Kay for letting me use Star in my Fanfic. Characters that I created are not to be used without my permission. Specific characters are listed at bottom. Enjoy my first Fanfic.

Rivals: The Beginning

By Geordi H

Chapter 1

The tide of the war covering the Lylat system was just starting to shift towards the Cornerian side, with only the planets MacBeth, Aquas, and Zoness remaining under Venomian control. This also meant the StarFox team had very little to do. Fox was lounging on the sofa in the lounge when Falco came in carrying the mail. "You know." Said Fox. "I almost wish Andross would try something. This lack of action is really getting to me."

"Well," said Falco. "Here’s today’s mail. Maybe there’s something in here that will help your dullness. There’s nothing here that will help mine." He tossed a pile of letters onto the table. Fox picked them up. "…bill, bill, ad, you may be a winner, ad, here’s something with the Cornerian military logo on it. Pepper doesn’t even bother to call any more." Fox opened the letter. "All mercenaries: reward for destruction of cargo convoy suspected to be passing through Sector Y in twelve hours. Light escort present." He read. "What do you think, Falco?"

"I say anything, even blowing up a couple of Freighters, is better than just sitting here."

"True. Very true. I’ll go tell Slippy and Peppy to get ready."

The four Arwings left the Great Fox five minutes outbound from Sector Y.

"I’ve got the convoy on scanners." Said Slippy. "It registers as three Dorinsby cruisers, a Garunzen carrier, and four type six cargo transports."

"Got it. Locking on." Said Falco.

Suddenly, a missile shot over Fox’s ship and impacted against the closest freighter. There was a spectacular fireball and the freighter blew apart. "Nice shot!" said Fox. "Whose was that?"

"Not mine." Said Peppy

"It wasn’t my missile." Said Slippy.

"Don’t look at me." Said Falco.

"Yeeeeehaaaa!!! Nice shot Kiev!" a new voice burst over the radio. "Move it or lose it slowpokes!" A ship shot over the top of the Arwings, followed by three more. Their fuselage was vaguely the same as an Arwing, but the wings ran it’s full length, and at the end of each wing was a drive nacelle/laser cannon. The lead ship let loose a volley of laser fire, which punched through a Dorinsby’s hull as though it was tissue paper. Two of the other ships launched a full salvo of nova bombs at the Garunzen before it had the chance to launch any fighters. Its reactor went critical and Fox had to shield his eyes from the explosion. By the time he could see again, two more freighters were gone. The remaining one was peppered with laser fire and exploded into atoms. The two remaining Dorinsby’s fired a few parting shots before disappearing into hyperspace.

The radio clicked on. "Oh, I’m sorry, were they yours? Well, that’s too bad losers! Sayonara suckers!" The four ships disappeared into space, leaving the StarFox team with a field of debris and the burning hulk of one of the freighters.

"Who," breathed Falco. "Was that?"

"I have absolutely no idea," said Fox. "But they’ll probably show up again soon."

The M-1 space station bustled with activity. As Venom’s largest starship construction yard, it was also the most heavily guarded. The station itself was an octagonal rotunda with eight construction arms. Ships were built in the "armpits" as called by workers. Each arm was capped with a gunnery module; a pill shaped add-on with laser turrets dorsal and ventral. Kran Derngly, the upper gunner in arm 3, checked his watch for the umpteenth time that hour. "How much longer ‘til shift change?" he called down the connecting ladder.

His friend, Jav, a tall Doberman, smiled back. "Bout another twenty minutes. Believe me, I want outta here more than you do. I’ve got a hot date tonight."

Kran smirked. "Right. Who is it this time? The one with two heads or the one with the beard?"

"Shuttup. She’s a real doll."

"Probably a Betsy-Wetsy. Hey, why did three flights of Invader IIIs just leave the hangar?"

"I dunno. Maybe whoever’s in charge decided to step up security." All of a sudden, they both got their answer. Over blaring Klaxons, the central controller announced "Attention! Attention! Unidentified ships in section 3! All gunners be on alert! Fire at will! Fire at will!" Kran swiveled his turret towards the approaching ships, now only mere dots. The Invaders were forming an attack line and pulling into formation in front of them. He turned on a remote satellite camera to get a better look at the ships. There were four of them, flying in formation, and from their looks, they were heavily armed. Kran switched on the radio to the Invader IIIs. "Are you crazy? Those things are souped up six ways from Sunday! If you attack them head on, there’s no way you’ll survive!"

The leader came back. "Shut up gunner. Just let us do our job. We’ll soon be killing them for the glory of Venom."

"Crazy hotshots. Why can’t Andross hire someone with some brains?" Said Jav sourly. "All gun batteries are charged and ready." The Invader IIIs fired first, a ranging salvo that didn’t come close to the attackers. The attackers, in return, fired a full blast that blew through the lead flight like nails. The remnants of the second and third flights pulled off and tried to avoid the laser fire, but most were struck broadside and blown apart. Now that their vector was clear, the two lead ships fired a pair of missiles, which split a nearly completed Zerim cruiser at the docks in half. Kran and the other gunners fired franticly, but the ships were too maneuverable to stay in the sights. A pair of nova bombs turned arm 6 into ionized metal, while a hail of lasers pelted the station like raindrops, causing critical damage all around. Kran quickly glanced at the station readout, and it became apparent all ships under construction had been destroyed, and only arms 3, 7 and 2 were capable of returning fire. A moment later, arm 7’s tactical display went out. A stream of laser grazed Jav’s half of the gunnery module, and there was the unmistakable sound of a power conduit splitting. Kran heard his friend cry out as all the connections in that half the turret blew out. He slid down the ladder in a matter of seconds, only to find Jav’s leg was bleeding profusely. Luckily, it wasn’t serious end Kran was able to fashion a bandage out of a strip of cloth torn from his pant leg. He had just finished applying it when he was going to ask how it felt when he noticed his friend’s face had gone pale. Kran followed Jav’s gaze out the gunnery viewport. Hovering just outside the module was one of the ships, it’s lasers pointed at him. Kran closed his eyes and waited for the blast. He waited a full minute before opening one eye part way. The ship was gone, and Jav had fainted dead away.

Fox was sitting in the Great Fox’s lounge reading a magazine when Falco burst in angrily. "Look at this!" he fumed, holding up the day’s paper.

"Monsterburger on sale for $1.99 at Big Bob’s Burgers?" Fox read, confused.

"No! The big headline!"

"M-1 space station knocked out. Cornerian citizens safe from additional Venomian battleships. Does StarFox need help?"

"Look! They beat us out again! They’re making us look bad!"


"So?! So?! Aren’t we going to do something?"

"What can we do? We don’t know who they are, where they are, and at this rate, the war will be over in a few months anyway. Who cares?"

"I’m going to go show this to Slippy and Peppy. Maybe they’ll agree with me."

"Good idea. I’m on my way out. I know a pretty good restaurant on Fortuna. Want me to bring you something back?"

"No. Slippy’s cooking tonight."

"Then I am definitely going out."

It was just starting to get dark as Fox climbed out of his Arwing onto the snowy landing pad. He’d thought about what Falco had said on the way down, and now it started to worry him just a bit. What if the StarFox team wasn’t unique anymore? What if they were forgotten? He knew none of those were likely, but the thoughts still depressed him a bit. Light snows fell around him as he trudged through the vacant streets towards a small bar and grill a few blocks from the landing area. As he pushed open the door, a Husky and a Hawk pushed past, paying him no mind. "You know, Kiev, it’s really great to be back. All we have to do is make a name for ourselves and we’re on easy street." The hawk was saying. Fox entered the bar and took a seat at the bar.

"Whatsamatter?" asked the Weasel wiping the counter. "You look like you’re carrying a ton."

"Aww, just a new rivalry. New guys showing us up."

"Don’t worry. Half the newbies don’t make it six months. Couple guys just came through, yammering about some M-1 raid."

"What?!" said Fox. Then it clicked. The voice of the hawk on the way out. The M-1 raid. The name Kiev. "Oh my God! That was them!" Fox jumped off the barstool and raced for the door, managing to turn over a few tables on the way. Luckily, he was the only one left in the bar. "Hey! Watch it!" called the Weasel. Fox didn’t hear him. In a matter of a few seconds, he was down the snowy street racing for the landing pads. Fox got back just in time to see two jets lift off and streak into the sky. It had been them all right. He stood silently in the snow staring off into the starry sky for a few more minutes.

The Jaguar lieutenant let out a deep breath and gently opened the door. This would not be pleasant. Having Andross mad at you was bad, and it was a well-known fact the big ape quite commonly killed the messenger. He was on the throne. "What is it?" he said slowly.

"Um, your lordship, I bring today’s news." He answered nervously, taking a seat in one of the two guest chairs. "First, our construction project is proceeding ahead of schedule. The engineers feel it will be ready for it’s first test in one month."

"Excellent. What else?"

"Umm, there has been an attack. Four ships critically damaged M-1. It will be out of commission undergoing repairs for three months."

"WHAT!!!! THAT WAS OUR MOST HEAVILLY DEFENDED STATION!! I REALLY, REALLY DON’T LIKE FAILURES OF THIS MAGNETUDE!!! Andross thundered, slamming his finger down on a switch on the arm of his throne.

"Eeep!" the Jaguar squeaked. The chair beside his disappeared into a suddenly opened trap door. There was the sound of an explosion. "Oops. Wrong button. Well, anyway, let that be a warning. Guoo, StarFox will pay for this."

"Uh, if I may say so, Intelligence is saying it wasn’t StarFox. The ships weren’t Arwings and the weaponry was definitely superior to anything we’ve seen them use. I have data tapes from the battle if you wish to review them." He held out a data disk. Andross plucked it from his hand. "I will look at them. Leave me." The lieutenant bowed and walked out, mentally thanking the Gods he was still alive. After the doors shut, the ape slid the disk into the reader slot on his throne and keyed for the footage. The camera showed a close view of the four ships flying past, firing laser blasts as they passed. One bolt came precariously close to the camera. Andross squinted at the image. "Hold." He said to the computer. The bolt was now frozen solid in the middle of the screen. It looked like an ordinary blue hyper laser bolt, and yet there were flecks of yellow and green in it. There was something familiar about this.. "Computer, give me a heat scan on this image." He said cautiously. The unit hummed for a minute, and the image was replaced with the reds, oranges, and yellows of a heat scan. It was as he suspected. The blue was only a covering. The greens and yellows were really millions of smaller lasers, being sheathed to disguise their true identity. At the bolt’s head, they fused into one compressed beam, powerful enough to melt the hull of a starship. And for the first time since the Sector Y attack, Andross smiled.

Chapter 2

At about 5 in the morning, the communications unit beside Wolf O’Donnell’s bed buzzed, jerking him from a deep sleep. "This better be important." He said menacingly, pressing the receive switch extra hard. A mechanical voice came back, "His, Excellency, the great Andross wishes to see you." Wolf growled under his breath and slammed his fist down on the unit, cracking the case.

The StarWolf team convened in the throne room ten minutes later, with Wolf still stringing out curses under his breath, and Pigma trying not to fall asleep in a chair. Andross arrived five minutes later. "I’m pulling you off your current assignment." He said, clicking on a monitor. It showed the four ships responsible for the M-1 attack. "These ships. I want them. At least one, intact. They carry a rare type of weapon called a Solar Ion cannon. They are more powerful than anything we have, and capturing one would give us a decided advantage over the Cornerians. Use any methods necessary to get one. With or without crewman, I don’t care. I do however want the scientist who will be with them. He is a Squirrel named Varn, a brilliant inventor I worked with while still on Corneria. While I stuck to biotechnology, he experimented with energy weapons. He developed these cannons and shared his knowledge with no one. When I last heard, he left with the Cornerian colony ship bound for another habitable system."

"But you ordered that ship destroyed. There were no survivors." Leon pointed out.

"I know. Somehow, he escaped. I have General Akins scrubbing the readings clean from that attack, trying to find out how. Varn was always very resourceful; I’ll give him that. You have your orders. Report back if you find anything. Dismissed."

As they were walking down the corridor towards the hangar, Pigma piped up. "I have to say, I recognized those ships. They’re called Falcon Jets, probably the best Jet ever created."

"Why didn’t you say anything to Andross, you dolt?" Said Wolf.

"He didn’t ask. I remember because James McCloud tried to get some for us, but most of the company’s technicians were killed in a freak shuttle crash. Only a few hundred were made, but that was twenty years ago. We had to settle for Arwings."

"Well, that helps. I know somewhere we can go that might give us a few leads."

"You expect us to find these guys here?!" said Andrew sarcastically. The Starwolf team stood outside a dingy, run-down bar in the outer part of Kallen City on MacBeth.

"No, you idiot. I know someone here who may be able to help us. Wait out here. This may get ugly." Said Wolf. He pushed open the swinging door. The inside was much the same as the outside. Gritty and old. The only person in the bar was a dirty looking rat at the counter with his back turned. "We’re closed. Get lost." He said not turning around.

Wolf cocked his head. "Come now Eddie. Is that any way to speak to a former associate?"

The rat slowly put down the glass he’d been cleaning. "So, you finally came crawling back. I knew it." Said the rat as he turned around, revealing a long scar covering the right side of his face.

"Sorry to disappoint you, but I’m in with Venom now. I only came back to ask if I could have access to your information network."

"I got out of that business."

"Tsk. Eddie, you never could lie before and you still can’t."

"Fine, fine. But this is going to cost you big bucks."

"I think you already owe me a favor. Approximately one year ago, I happened to overhear two individuals in a café talking about a bomb being placed on your ship. Unfortunately, the two individuals had a rather nasty encounter with a steak knife. I then called you on an anonymous tip. Now, don’t you think saving your life is worth one small favor?"

"I still can’t be sure it was you."

"Come on Eddie."

"All right, all right. Just a second." He pressed a hidden switch under the counter and a section of wall slid back, revealing a hidden passage. "Vinnie, Smirks, watch the door."

"Got it boss." Said two very tough looking guards, positioned in hidden wall alcoves, each holding a very nasty looking pistol.

"Good thing more of my employees aren’t around." Said the crime boss, leading Wolf down the passage. "A few of them have some, ah, negative feelings about you leaving."

"As is always true when you work with the mob." Said Wolf quietly. The passage led down a set of stairs into a small room crammed with computer equipment.

"So, you hid your database here the whole time." Said Wolf calmly. "Clever."

"Hah! Main databases yeah, right! This is just a link. We may have worked together, but I’m not about to tell you where the main computers are. Now, what would you like to know?"

"Anything you have on that new mercenary group that just showed up and has been wreaking havoc."

"Got it. Let’s see… Hmm, a few of my boys saw them enter the Meteo cluster just before the sector Y attack."

"That doesn’t tell me anything."

"Hold on, there’s more. They were escorting a cargo barge. Unmarked. My boys hung around for a few hours but none of the ships, or the barge ever came out. My bet is that these guys have set up shop somewhere in Meteo."

"That’s somewhere to start. Anything else?"

"Nope. Whoever these guys are, they don’t let much leak out."

"Well, as always, you’ve proven very useful, Eddie. Remember, if you ever need somewhere to go, there’ll be a place open for you on Venom."

"Ha! And leave all this? How about you remember, if you ever need a place, I’ll have my door open."

Five minutes later, Wolf was back on the street, where his team was waiting. "We’ve got a lead, let’s go."

Major Davin Erse, director of base security, sat at his desk in Venom Military HQ, polishing one of his knives. He felt troubled, and yet he did not know the reason. He examined the knife once more and then set it down. Davin was one of the best Martial arts masters in the Lylat system. In his mind there was only one person who could match him. One person. He picked the knife back up and hurled it at the target on the far wall. It stuck dead center, as he knew it would. His protegee in training, Zak Owlan, stepped through the door. "Something is nagging you, Master." He said. "I see it in your throw." The elder German Shepherd picked up another knife and examined it. "You are very perceptive, you know that Zak." He hurled the knife nonchalantly. It stuck inches from the other. "I thought you were down in the gym with Lira, practicing your sparring."

"She decided to break for a while. I’ve been practicing my throws."

"Interesting. Demonstrate." Zak aimed for the target and flicked a pair of throwing stars at it in quick succession. They both arced away from each other and curved back in at the target. Instead of striking and stopping, they both left long, jagged gashes behind in their wake."

"You see? Instead of spearing the victim, they slash. If thrown properly, they can amputate someone’s arm or leg."

"Very good. I see I’ve selected good candidates as my successors. I get off in about a half-hour. Then, I’ll come down to the gym and we’ll see what else you’ve learned."

"Sorry, Fox. There’s no one in the database that matches your descriptions. Well, at least not in the general search." Said Slippy, checking the computer screen.

"Drat. I guess we’ll have to play 20 questions. Start off with all the Huskies in the database."

Slippy tapped a few keys. "It gives nine-thousand, eight hundred sixty-six matches."

"Dark gray fur."

"Two thousand, thirty two."

"Between the ages of twenty and thirty."

"Five hundred, nineteen."

"Slightly taller than me."

"Four twenty."

"Hmm. What else? Oh, wait there was a small scar on the right side of his face."

"That helped. Eighteen."

"He had to have had some flight experience."

"Perfect. Three left."

"Let me see the photos." Fox looked closely. The first was definitely out, as was the second. But the third… "That’s him. You have to use your imagination and add a few years to the photo, but that is definitely him."

Falco stepped into the doorway. "Find anything?" he asked.

"Got him. Kiev Valanska. It says he came from a rich family. They owned the largest farm on Fortuna."

"What in Andross’s face would anyone be able to grow on that iceball?" asked Falco.

"The only thing you could. Ice."


"Yup. According to this, they owned an operation that extracted ice from some huge underground lake. I remember the ads now. They claimed it had been sitting there since the beginning of the universe. Chemically, it’s the same as regular water, but they didn’t mention that. Sold well. I guess the rich liked the idea of having something that old in their drinks."

"So, if they have this huge business, why isn’t this guy livin it up in his mansion?"

"Kiev’s father was murdered in a land dispute with the O’Donnel family. His mother couldn’t take the loss and committed suicide a few months later. The company shut down. As far as I can tell, Kiev got tossed on the street."

"Gee, I wonder who slit old man Valanska’s throat in that dispute?" Said Falco sarcastically.

"It was never discovered. But, according to this, the Valanska estate is still intact down on Fortuna. It might be a good idea to go down there and snoop around. Maybe you’ll find something. And, since I know Falco doesn’t have anything planned, I’m sure he’d love to go with you."

"HUH?" Choked Falco.

Peppy stepped into the doorway. "What’s everyone doing down here?" he asked quizzically.

"Congratulations." Said Falco sourly. "You’ve just won a free opportunity to go tromping around in the snow with Fox. Have fun."

"I knew I shouldn’t have come down here." Said Peppy.

"I still don’t see why I had to come." Said Slippy dryly.

"Hey, you volunteered me, so I volunteered you. Fair’s, fair." Falco shot back.

Fox tried to tune out their bickering as the team trudged through a light snow towards the abandoned estate just ahead. The main building itself was very large, with two wings breaking off, forming a small courtyard. The ancient windows, now covered with a thick layer of ice, stared out at the team. "Ok." Said Fox. "Split up and see if you can find anything. There must be a clue here somewhere. And Falco, no looting."

"Aww, you never let me have any fun."

The search was over within a few minutes. "Nothing." Said Slippy sadly. "There’s no one here."

"This place is locked up tighter than a vault. As far as I can tell, nobody’s tried to break in." Said Falco.

"Hey, look at this." Peppy called from farther up the courtyard. Fox stepped up beside him. Neatly arranged were two tombstones, their inscriptions nearly worn away.

"His parents." Peppy commented solemnly.

"No, look closer." Said Fox. Neatly arranged on top of each stone was a small, red flower, not showing a hint of age. With the flower on the father’s stone was a small note. Its message was clear. It read: I will avenge you.

"He’s been here. He’s probably still here." Said Fox. "These flowers should be old and dead."

"Hey, look at this." Called Slippy from one of the wings. "There’s a set of landing skid marks here in the snow. It looks like whoever was here pushed something through these doors."

Fox tugged on the heavy wood doors inlaid on the wing. "Stuck fast."

"Not stuck, locked." Said Falco. "Let me have a look." He peered closely at a small metal box over the seam. "Hmmm. Old model. This should do it." He pulled out a small laser pistol and sent a bolt of energy into the lock. It buckled and fell into the snow.

"Why’d you bring that?" asked Fox.

"Hey, I try to be prepared for anything. Now let’s see what we’ve got in here." Said Falco, pulling the doors open. As he did, there was the unmistakable sound of a jet turbine starting up, and Falco found himself staring at the nose of a very well remembered spacecraft. "DUCK!" he yelled. Fox threw himself onto the snow just in time to feel a wave of engine backwash pass over. The jet continued into the sky, but it was making a slow turn.

"Uh, Fox, I think he’s coming back." Slippy said nervously. This time, instead of diving, the jet released a salvo of laser fire aimed at the StarFox team.

"Head for the house! He won’t want to hit it!" They took shelter under the half-collapsed front porch. The jet continued to circle, waiting for its prey to come back out. "He’s trying to kill us! He probably thinks we’re thieves or something." Fox glanced off at the Arwings, parked a good fifty yards from the house. We need something to distract him long enough to make a run for it. Any ideas?" There was silence, except for the jet engine circling the house. Falco fingered his pistol. Fox got a very desperate idea. "Falco, give me your gun." He said slowly.

Falco cautiously handed it over. "If you think you’ll be able to shoot him down with that, guess again."

"Nope, just a sec." Fox popped open the casing and reconnected the power cords to the generator and jury-rigged the trigger to stay pulled. "There. I’ve got it so the power keeps flowing back into the generator. It’ll blow in a minute. It won’t make a huge blast, but it gets pretty bright. It ought to keep him distracted for a minute."

"Wait a minute. You’re going to blow up my gun?!"

"Sorry Falco. I’ll replace it." Fox watched until the jet made a full turn towards the sky and then hurled the homemade flash grenade to the other side of the courtyard. A few seconds later, there was a brilliant flash and the jet turned towards it. "Now!" yelled Fox. In a sprint that would have left any track team on Corneria in the dust, the StarFox team raced for the Arwings. Fox arrived first, catapulting himself into the cockpit and immediately keying for the startup. The engine roared to life, quickly followed by three others. The jet was just turning back as Fox rammed the throttle forward and raced for open space.

They reached orbit a moment later. "Whew, that was too close." Said Peppy.

"Uh Fox, look back there…" said Slippy nervously. Fox craned his neck to look behind. The jet was still following, and gaining fast.

"Uh-oh. My computer is still reporting another thirty seconds for a navigation course. I hope he…" Fox broke off as he noticed a small light flashing yellow on the control panel. "Break formation! He’s trying to lock on missiles!" The light was now blinking red, an indicator the lock was nearly complete. The computer was still ten seconds from completion. Fox juked and danced the Arwing for all it was worth, but the light continued flashing. There was a sharp tone, which signaled the launch of a missile. Fox looked back and saw a single missile heading for his ship. The same kind that had had enough power to blow up a freighter. There was another tone, indicating the navigation was complete. He engaged the drive engines and blasted away from Fortuna, just a few seconds ahead of the tracking missile. They had escaped.


Chapter 3

The doorbell rang in Commander Bill Grey’s apartment. "All right. All right. Just a minute." He said. "If this is another salesmen or somebody asking for a donation, I’m going to lose it." He grabbed an unwashed T-shirt off the couch and pulled it on, and then opened the door. Standing outside was a very well remembered black-furred wolf

"Hello, Bill. It’s been a long time." She said. "I need to speak to you."

"Jenna." He whispered. "It has been a long time. I last saw you, what, six years ago, when you left Katina for the Royal Flight Academy. Where have you been since?"

"I’ll explain later. Right now I need to talk business with you."

"Of course. Sorry the place is such a mess, I haven’t been around much lately."

"That’s fine. You should see where I’m staying now. Makes here look neat as a pin. Now, I know as Katina commander, you have access to all the supply lines. Correct?"


"Good. I need you to get me approximately twenty barrels worth of jet fuel. Can you do that?"

"I’m not exactly base supply manager, but I could probably buy fuel."

"Good. We’ll pay you market value. For "Civilians", jet fuel isn’t just available at the drug store and our stores are almost gone."

"I don’t know… I’m not supposed to use my position for this sort of thing. It probably breaks a few hundred regulations."

"Double market value."

"How about this. You pay market value, I’ll get your gas, and you tell me where you’ve been for six years."

"Deal." She handed him a slip of paper. "Here’s where you can drop it off. Payment will be transferred electronically. Now, from the beginning. I entered the Royal Flight academy with hopes of making myself an ace, a hero. After about a year, I stumbled across a very interesting file in the academy databanks. It turns out, a number of corporations, politicians, crime bosses, private militias, and so forth had made large "Donations" to the academy, a large amount of that winding up in the dean’s pockets. It didn’t take much reading between the lines to figure it out. In turn for cash, graduates were being sold off to the investors as mid flight bodyguards, hit men, assassins, whatever. Another student, Aravel, and I confronted the dean. We demanded to be let out. He said we had signed a contract. So, we blackmailed him. He let us out; we kept our mouths shut about the bribes. We both walked out a day later. I was stupid, and thought they would just let us leave. Aravel was going to give me a ride and went to get his car. I was lucky. Someone under the dean’s influence had planted a bomb in his car. He was killed instantly. I knew it was meant for both of us, and if they knew I was still alive, they'd try again. I escaped to the city and hid there for a while. Do you know the name Vax?"

Bill shivered. That name he did remember. Supposedly the greatest martial arts master in the system, who had vanished after the mysterious murder of his teacher, and himself becoming a suspect in it. Bill had only seen him once at a demonstration at the base, but the Leopard had creeped him out just by his stony silence and appearance. "Yes, I do remember him." Bill said quietly.

"Well, I ran into him in hiding. We decided we had a lot in common, so we banded together. Turns out, once you get past his exterior, he’s a pretty nice guy, and a pretty fair pilot. More importantly, he had a ship, which got me off Corneria. For a while, we just kind of wandered the space lanes. After a few months, we ran into a smart-mouthed, fast-talking avian by the name of Hawk O’Brian. He was already a chum to a Husky who only calls himself Kiev. Hawk seems to like him, but he’s a little too, strong and silent, I guess. And if you look in the back of his eyes, there’s always a tiny flare. As if something’s torturing him on the inside or something. We’ve formed our own mercenary squad. Now you know. Can you get what I need?"

Bill was silent a moment. "Will I see you?"

"Probably not. We run under extreme secrecy. I’m trusting you not to reveal any of this to anyone." She tossed a strand of dark hair off her face. "And if you want to start a relationship, I’d prefer things stay the way they were on Katina. We were just friends and I’d like to keep it that way."

"I wasn’t implying that."

"Look, once we’ve settled in, maybe I can contact you, but it will be a while." She looked at her watch. "I’m already late for our meet up. You know what to do."

"It’s good to see you again Jenna."

She smiled. "You too Bill."

The battleship Pride of Venom slowly cruised the seas of Zoness like a deadly predator. Commodore Platon enjoyed the view from the bridge, admiring the ship’s six huge gun batteries. "My first chance to completely slaughter Cornerian scum." He thought evilly. Corneria was trying to establish a naval presence on Zoness by building a single, heavily defended, naval outpost. The Pride of Venom and her five patrol ship escort’s job was to deny them that outpost. "The only thing I will leave behind is molten slag and burning wrecks." Platon had said to his superiors the day before. He flexed his artificial left arm. The Cornerians had taken that arm, and he aimed to settle the score.

"What’s our ETA, lieutenant?" he asked calmly.

"Approximately two hours. No enemy ships in sight."

"Sir, we’ve got something on radar, four small, fighter class ships. ETA, one minute." Said the Jackal at radar.

"Ready all anti-aircraft batteries, inform the patrol ships." Said Platon. This bothered him. Mighty as this ship was, it wasn’t really suited for shooting at jets. The carrier they were going to meet up with later was their main aircraft defense.

"Sir, the jets are pulling out. They came in low, and then circled out." Said the Jackal, confused.

"Hydrophones, anything? They could be a diversion."

The mouse listened intently into the headphones. "Nothing. Seas are clear… wait, I’ve got something. Sounds like high-speed props, location just ahead of where the ships pulled out. They are definitely coming closer."

The Commodore was silent for a second and then the terror struck. "Blast! They’re torpedo bombers! Hard astarboard! All hands, brace for impact!" The ship began its huge turn; finally moving out of the line the incoming torpedoes had drawn.

"Sir, they’re still coming! They must have homing devices or something!" The hydrophone officer cried.

Platon could now see the white bubbles in the water, as the torpedoes grew closer. He grabbed onto the railing and watched them grow closer, like snakes ready to strike his ship. Then they struck. There were several huge blasts, and the Pride of Venom lurched heavily. "Damage report!" yelled Platon, as the alarms began to wail.

"Minor damage to propeller 4, steering column 2 has been knocked out of alignment, and crews report a hairline fracture in the hull on deck 5."

"That’s all?"

"Yes, sir!"

Platon laughed out loud. "Ha! With a full salvo, that’s the best they can do? We can weather whatever they throw at us! All guns, fire at will!"

"Yes sir!" Said the Lieutenant with obvious enthusiasm. Platon smiled as the big guns began to thud.

Hawk O’Brian frowned at the cockpit display. "What happened? He asked.

"I told you! The hull’s too thick! Even four torpedoes hardly made a dent in that thing!" Jenna said back.

"Uh-oh, she’s opening up with the big guns!" said Kiev worriedly. Hawk knew that a single blast from one of those would be more than enough to destroy his jet.

"Break formation. Jenna, You said the hull was too heavily armored, what about the superstructure?"

"I don’t know, probably less than the hull."

"Then I’m going to try something. Kiev, Vax, try to draw their fire."

"Got it." Said Vax.

"You know the atmospheric conditions here make the lasers about as effective as thrown rocks, don’t you?" reminded Kiev.

"I’m not even going to use the lasers. After I drop the torpedo, drop yours on the coordinates I’m sending you. This is risky, but it’s our only chance."

"But those coordinates are-"

"Just do it."

"Sir, one of them is coming around fore." Said the lieutenant.

"Probably trying to see if the armors any thinner up there. He’ll be sadly disappointed." Said Platon.

"No, he’s coming over the foredeck, towards the bridge."

"What!" Platon could now see the jet coming straight towards the bridge windows. Several of the crew were looking up and pointing, others took collision positions. "It’s a kamikaze!" Someone yelled.

"Brace for impact!" Yelled Platon. At the last second, the jet pulled out. And sent it’s remaining torpedo through the bridge viewport. The glass shattered, and the cylindrical projectile spun across the bridge, coming to a stop near the aft entry doors. Platon barely had time to dive behind his command chair before it exploded into a million pieces of shrapnel.

Kiev watched as flame consumed the bridge of the huge battleship. "Nice shot Hawk!" he called.

"Hey, don’t get cocky. We may have blown her brains out, but the guns still work just fine. You know what to do."

"Got it. I’m heading in now." He adjusted the targeting mechanism and set the coordinates. The jet came in low, dodging frantic anti-air fire. He piloted across the center of the warship; the targeting screen turned green, and he pulled the torpedo release lever. There was a thud, and the torpedo dropped. Right down the exhaust stack.

Platon felt his command chair being lifted off him. "Got him! He’s in pretty bad shape! Medical team, report to the bridge, we have a level 1 emergency here!"

"No can do! The bridge tower structure is unstable, we can’t send in anyone!"

Platon tried to stand, only to find shrapnel had severed both his legs. Then the pain caught up with him. It was incredible, and he had to fight hard not to scream.

"Sir, hang on, the bridge is on fire and we’re evacuating. We’re going to haul you out and-"

"No. The Cornerians have taken my arm and now both my legs. Leave me here, there’s nothing you can do. Just follow my last order." He coughed several times, blood running down his face. "Send those scum to hell with me." Commodore Platon closed his eyes for the last time, and the lieutenant raced for safety as the bridge tower collapsed in on itself.

The lieutenant reached the emergency bridge a few minutes later. "The commodore’s dead." He said breathlessly. "His last order was to make sure the invaders don’t escape alive."

The chief gunner spoke into the intercom "Attention, all gunners! Fire at will! Disregard all safety measures. Only stop shooting if your gun melts or explodes. That is all."

The engineer stood up. "Sir! We are getting strange readings on the energy cores! They’re overloading!"

"How?" asked the Chief gunner, frantic. "They haven’t hit us anywhere besides the bridge."

"I’m not sure! They might-" The engineer never finished. The torpedo Kiev had dropped detonated both cores, causing a blast that killed the entire crew.

"All right! Now that was a sweet shot!" said Hawk. The battleship was now constantly exploding. Finally, one huge blast broke it in half. Even as it was dying, the guns continued to fire, spraying the air with plasma fire. "Stay sharp, we’re not out of this yet. We have to get clear of those guns or we’re all dead meat." The guns were now firing more erratically, as their targeting mechanisms gave out. Hawk and Jenna got out clear, followed by Vax, with only a few carbon scours on his wing. But Kiev, who’d been closest wasn’t as lucky. One stream of anti-aircraft fire found its mark, blowing through his left wing. "Aaaugh! I’m hit!" He yelled.

"Kiev! Do you still have control?"

"My left engines shorted out! The hull’s holding!"

"Pull up, you’re heading for the seas!" called Jenna.

"It’s not responding! The main drive needs both to maneuver!" Kiev’s jet was now spiraling towards the waters. Off in the distance, the Pride of Venom fired its last shots and finally dipped below the waves.

Kiev tore open the underside of the control panel, desperately trying to repair the engine. Keeping an eye on the altimeter, he began searching for a way to restart the damaged engine. The altimeter read 900.

Kiev jacked the emergency power into the engine. Nothing.


He tried feeding it power from the working engine. Nothing.


He now had one option, transferring life-support into the engine, which would leave him without air if the engine wouldn’t start.


Not hesitating, he fed life support into the damaged engine, hoping it wouldn’t overload. He keyed for a restart.


With a roar, the engine powered up, blasting him back up into the atmosphere. With a sigh of relief, Kiev transferred power back to life support and pushed for an ascent back into the sky.

"Where is he?" asked Hawk nervously. They were flying above the cloud layer now and the sensor rebound from the waves made radar useless. Kiev’s jet had vanished below the clouds a full minute ago, and it was getting tense.

"Hold it!" said Jenna. "I’ve got something coming in at about twelve degrees." Hawk craned his neck. There, just coming out of the clouds was Kiev’s jet; it’s left wing still smoking.

"Hey, mind if I crash your party?" He said.

"Kiev! We thought you were vapor by now!"

"What? You didn’t think you’d get rid of me that easily did you? Plus, I know you guys would just divide up my share of the profits when you send Corneria the bill."

"Just good to see you’re alive. We’ll have to pick up some soap and wax for your jet. We don’t want people to see you flying with us in a jet looking like that."

"Har Har. Setting course for base. Remind me to compliment Varn on those clip-on torpedo launchers. They served their duty, even if it did mean stripping out the missile tubes." The four jets streaked into the skies, leaving Zoness behind.

The StarWolf team cruised into the Meteo cluster, Wolf intently watching the scopes for a ship, base, gun emplacement, anything. It was difficult. The asteroids were high in metal concentration, which fouled up scanners fiercely. They’d completely circled the cluster twice now.

"Come on! There’s nothing here. That lead has to be false!" Whined Andrew.

"Shut up. They have to be here somewhere. Let’s try passing back through section C-28. There was a blip that-"

The four unidentified ships shot straight over the asteroid that the StarWolf team was passing behind. "That’s them! Let’s blast em!" said Pigma enthusiastically.

"No, you idiot! Andross wants one intact. I’m going to try to follow them. If they try to leave, try to disable them, not destroy. Got it?" Said Wolf quickly.

"All right." Wolf turned his jet towards the drive trails of the four ships, shutting down all unneeded power systems. The asteroids would probably cloud their scanners too, but it didn’t hurt to be cautious. The jets were now heading into the thickest part of the cluster, and it was extremely difficult to keep track of them. Meteoroids swirled around the Wolfen II, creating a challenge for even the most experienced pilot. They were now moving towards a gargantuan asteroid, dwarfing all the others. They moved towards a large cave on one side. Wolf was searching for gun emplacements or sensor towers, but they were either nonexistent of extremely well camouflaged. The jets entered the cave, and Wolf followed closely, just out of their visual range. The cave entered into a huge cavern, extending back into the asteroid a good half a mile, filled with stalactites and columns. They proceeded towards a small alcove at the rear, where Wolf saw a small square of lights. The jets stopped abruptly, and hovered for a second. There was a red shimmer over the area, and it became clear the entire alcove was riddled with security laser "tripwires". The square of lights lit up brighter, revealing a set of heavy blast doors set into the rock. They opened, revealing a large hangar. "So, this is your rat’s nest. Clever, very clever. But you won’t be able to hide from ten battleships, now will you." Thought Wolf evilly. He flicked a switch on the control board, releasing a small beacon transmitter from the belly of his ship. It attached to a small stalactite with tiny metal claws. For now, it would remain dormant, but when Wolf activated it, the beacon would reveal the mercenary base to the entire Venomian fleet. They’d been found.

Wolf exited the cave, flaring the engine away from the asteroid. The light from the engine showed up like a signal to anyone who was watching; though the asteroids made it impossible to identify his ship. Star McCloud watched the drive trail race away from the asteroid. "I’ve been following this guy since he started following those ships. What could possibly be so interesting in there?" She thought to herself. Carefully maneuvering the Arctic, Star entered the cave, constantly keeping an eye on the scopes. A large, metallic opening registered at the far end. "Well well well. Looks like this is where those mercenaries have set up shop. They could be worth keeping an eye on, but if they went through all the trouble of hiding their base here, I don’t think ringing the bell would be a good idea." Her eyes drifted to a small grate inset into the rock wall just past the alcove. "But sneaking in through a vent shaft might work." Setting the Arctic on standby, Star pulled on a space helmet and airtight gloves. There was a hiss of compressed air as she opened the canopy, and Star felt the freezing cold of deep space penetrate her. Moving quickly but carefully, she retrieved a toolkit from the cockpit and pushed off towards the grate. It wasn’t armored, alarmed, or booby-trapped, and a small laser cutter seared through the small metal fibers easily. A tiny blue containment force field covered the opening, but it had only been designed to hold in air, not keep people out. Star climbed through the field back into regular gravity and heat. The shaft itself was about four feet square, allowing easy movement. She pulled off the helmet and gloves, leaving them with the toolkit at the entrance. The shaft continued back for several yards before it came to a small grate on one side. Looking through it, Star saw a small cabin, sparsely furnished. The next grate looked in on another cabin, this one was also sparsely furnished, but the walls were decorated with ninja stars, a staff, numchucks, and other weapons Star didn’t recognize. "Probably some sort of martial arts expert." She thought silently. The third grate was over a lab of some kind, lights out, and with several computer screens still glimmering in the darkness. This was what she’d been looking for. Carefully taking the laser cutter back out, Star seared off the grate and set it aside. Silently, she jumped to the floor, landing between two lab tables. Whoever worked here moved around a lot, as noted by several "projects" scattered around. On one table was a nova bomb, it’s innards removed and hooked up to a computer. On another was an empty missile shell; on another was some sort of a laser pistol, though it looked nothing like any gun she’d ever seen. At the far end was a large computer set into the wall. Star gently pulled off the monitor casing and set it aside. She then pulled out one of her specially made "Hacker chips", which she hooked into one of the monitor input cables. She had just put the computer frame back on and was preparing to head back to the vent when there was a soft click. Star instantly went for her laser pistol, aiming it at the door. It remained shut.

"Put the gun down and put your has where I can see them." Said a very street-talkish voice. She slowly put the gun down on the lab table beside her and raised her arms. Turning around, she now noticed it was a bi-level room, and a catwalk ran along the left wall above her. Standing on that catwalk was a dark-colored Hawk pointing a very large laser machine gun at her.

"Nice place." She said dryly. "Do you greet all your guests like this?"

"Cute, but I’ll be the ones asking the questions here, starting with who you are."

"My name is Eliska Dowani, and my ship’s been damaged. Do you have a phone?"

"I spent enough time on the streets to know when someone’s lying. That and most people don’t ask for help by sneaking in through the ducts. Try again." He motioned at the grate still hanging ajar on the duct.

"Well, with as secretive as you are, you sure don’t just knock on the door."

"What’s going on in here?" a leopard came in the door at the far end of the catwalk. He stopped dead as he noticed the intruder. "Who’s this?"

"An uninvited guest who can’t lie very well."

The leopard squinted at her. "Star? Is that you?"

"Hello Vax. So this is where you ran off to. I always thought you weren’t much of a pilot."

"You know her?"

"This is Star McCloud. We new each other because part of her Priority One training included some instruction from Tal’chan, my former master. We kind of became temporary friends. You can put the gun down, she won’t try anything."

The hawk reluctantly lowered the machine gun. "I’ve heard your name around. You’re that Fox McCloud guy’s sister. If he thinks you’re going to try to charm your way in to spy on us-"

"She’s not going to try to charm her way in. My bet is she was on her way out when you caught her." Vax pressed a switch on the railing, lowering a ladder. "Come up here and we’ll discuss what to do about this." Star climbed the ladder up onto the catwalk. Vax opened the door at the end. "In here. I don’t think Varn’s lab is the place for discussion." They entered a corridor and crossed into a small lounge.

"Clever hiding place. No one would ever think of looking for you here in the middle of nowhere."

"That’s the point. Hawk heard about this place on some old military chart. It turns out it was a monitoring post for that pirate war about a century ago. All we had to do was get power and move in." Vax and Star both sat down on two of the lounge chairs. "Now, what to do with you. I know Hawk won’t like this, but I say we let her leave."

"You’re right. I don’t like it. She’ll expose us! Everyone will know where we are!"

"I won’t tell anyone. What would it gain me? I’ll even tell you something. Someone besides me followed you. I couldn’t tell who, but I saw him exit the cave."

"Hmmm. Probably a scout ship. They’ll never find us again. These asteroids move around so much, it’s very difficult to locate one twice unless you left a transmitter of some kind, and we’d be alerted about that immediately." Said Hawk cautiously. "All right, she can leave, but don’t tell the others about this. What they don’t know can’t hurt em."

"Do you need somewhere to stay tonight?" asked Vax.

"No, I have a place, but I’m the only one who knows where it is, and I’m not about to tell you."

"Fair enough. By the way, I also heard you were some sort of a hotshot pilot. Care to test your skill against mine?" asked Hawk, his voice dripping with bravado.

"Well, I guess I could spare a few minutes. I’ll be quick."

"That’s what you think. I’ll meet you out in the asteroids in ten minutes."

Star strapped into the Arctic’s cockpit and started the preflight. To her, Hawk was just another hotshot pilot who thought himself the best in the business. "We’ll see who’s the best." She said to herself as she set the lasers for scoring power only. Exiting the cave, she immediately scanned the readouts for the overblown bag of wind’s jet. Nothing. The only things around were several asteroids and the remains of some forgotten freighter drifting through. Star went on guard. He had to be planning an ambush somewhere. She almost didn’t catch him coming out from in between a pair of asteroids, but it was enough time to roll out of the way of his lasers. She now noticed they fired much faster than her own, like wing-mounted gattling guns. As the modified jet blew past, Star executed a corkscrew that placed him directly in her sights. Hawk swerved and danced the jet for all it was worth, just barely staying out of the lasers. He came in low over a small asteroid, Star close behind, when all of a sudden, he was no longer in the crosshairs. Performing an underhanded loop around the asteroid, Hawk had very quickly turned the tables and put himself on the Arctic’s tail. The dual lasers spat a heavy salvo, grazing the left shield. Star quickly glanced at the shield display, and found the hit had only taken shields down to 96%. "So, he likes to get close to asteroids huh? I’ll show him close." Star growled to herself, gunning the engines. One of the huge, moon-sized rocks loomed ahead, almost a miniature planet except for its irregular shape. The Arctic skimmed low over the surface, Hawk close behind, still firing blasts from the lasers. All of a sudden, Star was no longer in Hawk’s sights. The Arctic did a forward loop down into one of the narrow rift canyons on the surface. It took Hawk only a few seconds to react, but those few seconds cost him precious ground, and once he lost Star in the canyons, it would be near impossible to find her again. Her ship was already a weak blip on the scopes. Ducking into the canyons after her, he put as much power into the engines as possible, ignoring the fact that even brushing the canyon walls could cost him his life. Star herself was already far down a chasm when Hawk began closing the gap. She turned for a fast glance to the rear. He was gone. Star made a half corkscrew back the way she’d come. He had to be planning another ambush or-. A simulated blast struck the Arctic to the rear, eliminating the rest of the thought. Somehow, he’d found another canyon that ended up at the far end of the chasm, letting him get the drop on her. Hawk blew past back down the canyon, set on trying the same trick again. Star knew the last hit had been more serious, taking shields to 83%, but she wasn’t going to fall for the same trick again. Hawk blasted down the canyon at top speed, approaching a tall rock column in the center. Star sacrificed her position by firing at the base of the column, causing it to topple sideways. It took Hawk about two seconds to swerve away from the column, but that was far too long. She got off a heavy stream of energy, pounding the shields and bumping them down to 74%. Hawk now broke for open space, Star following. On the way out, he blasted several meteors into a fine powder, temporarily blinding her in the dust. Pulling a loop, he placed himself directly behind the Arctic, firing another volley. It hit dead center, putting her shields at 59%. Star preformed an angled climb and then pulled a tight drop, putting herself back on Hawk’s tail. When she painted him with a lock this time, he didn’t move quite fast enough and caught a minor blast on the left wing. In response, he pulled a lateral U-turn and went nuts. The two guns fired as fast as they could, filling space with ion energy. Star swerved and maneuvered to avoid the sea of energy. When one blast impacted, she discovered it did very little damage. All of a sudden, it stopped. Then, the two regular streams of laser lanced out, striking a glancing blow on her right wing. "He fired off all those low power bolts just to distract me. He knew they wouldn’t do any damage." She thought silently, allowing him to maneuver onto her tail. "If he wants to go into the dirty tricks department, fine by me." She gripped the release lever, waiting for the medium sized asteroid ahead to slide over a few degrees… Jerking the lever, she released a trio of smog canisters fight into Hawk’s flight path. The effect was immediate and electric. The canisters burst and filled the area with a gray haze, disorienting him just long enough for Star to pull around to the far side of the cloud. Hawk came out the far side of the smog to find himself pointed directly at an asteroid. Jerking the controls, he managed a ragged skid past the rock, which unknowingly put him in Star's sights. She pounced on him with a full barrage of lasers. He tried to maneuver into a drop-kick dive, but the in-flight computer registered that his ship had just been destroyed. The final score: Hawk 0%, Star 38%.

"You know, you’re better than I thought." Said Hawk over the comm. "You’re just lucky you caught me on an off day. That and that ship of yours ain’t too bad. If you’d been flying an Invader or something like that, you wouldn’t have made it through the first blast."

"Yeah, well, you aren’t so bad yourself. I’ll have to try that swarm-laser technique. What kind of jet is that you fly, anyway?"

"This? It’s a C-2 Falcon. Don’t even try to get one yourself. They haven’t been made for twenty years and it was hard enough for a few of my "friends" to get these."

"Ah. I’ve heard of Falcons. Supposed to be the best jet ever made."

"They are. Well, maybe we’ll meet up again and we’ll have a fair rematch." The two ships accelerated away from each other, both pilots now having a certain respect for the other.

Chapter 4

Hawk O’Brian awoke in his bunk to the sound of Klaxons blaring. Still half asleep, he stumbled into the central control room. Jenna was hunched over a computer. "What’s going on?!" he said sluggishly. "If this is another smoke detector thing about something in Varn’s lab going up I swear I’ll-"

"No! Our outpost sensor station just picked up seven Venomian battleships entering the area. Four jets registering as Wolfen IIs are leading them. I think they’re looking for us." Jenna answered worriedly. "You better wake the others."

"What the heck is with the alarms!" said Varn; the squirrel stumbling in still dressed in his robe. "It’s 2 a.m.!"

"We’ve got company coming, the Venomian kind. Go get the barge loaded and download the computer core. They probably won’t find us, but if they do, I want to be set to move. And put some clothes on for crying out loud! You-." He broke off as a red light on the board began flashing. "What’s that?"

Varn pressed a few switches. "Oh no. There’s a signal coming from the entrance grotto. I think someone planted a beacon of some kind and is leading them in."

"Blast!" Hawk cursed under his breath, remembering what Star had told him about someone following them in. "Prep the barge. We’ve gotta leave and it has to be soon. Jenna, what’s their ETA?"

"About ten minutes for the battleships, six for the Wolfens. We should be able to- Oh no. I’m picking up five troop transports, ETA eight minutes. Quick, go get Kiev and Vax."

Hawk raced out of the control center, followed closely by Varn, who headed for the hangar. Hawk ran down the corridor to their cabins, loudly banging on the doors.

Kiev stumbled out first, still partly asleep. "What do you want?" he mumbled mutely.

"The Venomians found us. They got transports on the way in. Grab what you can and head for the hangar. We’re leaving."

"Venom found us?!" Kiev snapped fully awake, finally grasping the situation. "Let’s move!"

Vax with his martial arts alertness woke up instantly and was running for the hangar with a duffel bag in two minutes. He found Varn and several loader robots carrying supplies into the medium sized cargo barge parked beside their jets in the hangar.

Hawk and Kiev raced in a few moments later, both carrying a bag or suitcase. Jenna arrived a few seconds later. "I checked the readout as I left. One transport is coming in, all the other ships are holding back. It’ll be here in a minute."

"Drat!" Hawk opened a supply cabinet on one side of the hangar and tossed each member a laser machine gun. "Varn, we’ll hold them off, take the barge out. We’ll meet you at the backup base in 36 hours. Got it?"

"Right." The squirrel closed the ramp and herded the last robot on board.

"Get back. Pin em down so we can head for the jets. Jenna, did you initiate the self destruct countdown?"

"Yeah. Fifteen minutes, silent timer. Nothing can stop it now." All of a sudden, the bay doors opened and a boxy troop transport marked with the Venomian Empire’s insignia glided in.

Hawk took cover behind an empty crate beside Kiev, checking the power on the gun. "Rats. They had a hacker on board. I figured they’d have to blow the doors." The transport landed with a soft thud.

"Doesn’t matter. Either way they’re all dust." Said Kiev lowly, switching off the safety. The door on the side of the transport slide open and a single venom commando step out. The lizard scanned the area. "All clear sir. I guess O’Donnell was right, we caught em napping." Hawk made a mental note to shoot Wolf O’Donnell in the head if he ever got the chance. It had been hard enough to find this base and it would be another headache to find one this good. A tiger and two other commandos stepped out. "All right. Search the base. If you find anyone, don’t shoot to kill unless necessary. They have to still be here, their ships are all here, that is, unless the bus stops at this rock."

"Sir, look!" yelled the lizard. The barge was now lifting off the floor and moving towards the portal. A few more troopers disgorged from the transport, and began firing their machine guns at the barge. There was the sound of rebounding shots and a few scour marks appeared on the hull, but the barge got out unharmed. And for that moment, all the commando’s backs were away from Hawk and the others. He gave the thumbs up and four heavy laser machine guns opened up on the troops. Four were cut down instantly, and two more fell soon after. That left the Tiger, the lizard and one other, all solidly entrenched behind some crates. Hawk saw Kiev toss his gun aside and begin digging in his bag. Hawk continued to fire hoping to get the rest before they signaled the other ships. There was a click, a few seconds of humming and then it was all over. A huge blast struck the crates in front of the troopers, knocking them all out for the count. Hawk turned to see Kiev holding a stubbier, more sawed off looking gun, smoke rising from the barrel. Kiev smirked. "Energy shotgun. When you absolutely have to kill everyone at once."

"Nice work. Come on. It’ll be a few more minutes before the other ships get here, let’s move." They raced for the four parked ships. Kiev suddenly stopped dead and turned pale. "Oh no. I just remembered I had the left engine all pulled apart so I could fix it." He eyed the opened up engine. "It’ll take me a few minutes to close it back up."

"Then you better do the fastest rebuild in history. I’ll help." Said Hawk, keeping an eye out the open doors for another transport. Kiev pulled out the repair scooter and slid under the engine, quickly putting all the components back in and putting the casing back on, with Hawk giving advice and passing tools. The job took about three minutes. Kiev slammed the coverplate home and then slid out. "There, that should do it. Let’s roll." The four jets were prepped and out of the hangar in less than thirty seconds.

Varn eased power into the engines on the barge, slowly pulling away from the asteroid. It was tricky to steer the craft through the Meteo cluster, but there were a few treacherously safe routes out, and he was making a beeline for the closest one. Ever since he’d escaped the colony ship in his prototype lifeboat built to withstand extreme heat and pressure, Venom had been fairly high on his list of things he didn’t like. It looked as if they were here to wreck things again. If he’d been a soldier, he’d have been furious, and would’ve wanted to take vengeance. But he was a scientist, cool and calculating. Varn knew there’d be a chance for revenge, one just had to wait for the right moment. He pushed the barge to full speed, breaking for the edge of the asteroid field.

The radio buzzed in Wolf’s ear "Commander O’Donnell sir! We’re picking up a ship leaving the asteroid! It appears to be a type 7 cargo barge. Request permission to destroy."

"No. One or all of those mercenaries will be on it. I’ll handle it." He switched to a different frequency. "Troop transport 2, follow me. I will stop the barge, you board and capture. Andross wants the prisoners alive, so no going in with all guns blazing."

"Understood. Heading towards its position."

Wolf gunned the engines, accelerating towards the unarmed cargo craft. It was making a run towards the edge of Meteo, where it would be free to run to light speed. Wolf would see to it the ship would never make it. The three blazing engines loomed closer, and he put the crosshairs on the center of the drive power generators. The target indicator flashed green and Wolf squeezed the triggers.

There was a small rumble and Varn checked the status boards. The engine lights all winked red. The ship was adrift, and just waiting to be boarded. "I’m not going down without a fight." He said angrily, pulling the locker under the control panel open. Inside was the laser machine gun Hawk had placed on board "for an emergency". Thinking fast, Varn pressed the programming instruction key for the loader robots. "XB-33, new instructions. Uh, any unauthorized personnel entering the ship through the entry hatch are to be loaded into the waste dump and evacuated."

"Done." The computers mechanical voice responded. Varn grabbed the gun and headed for the cargo bay, now stacked high with crates. He took refuge behind a row of them and put the gun in a sniper position. He hoped they wouldn’t find him, maybe think the ship was automated and set it adrift, leaving him to make the repairs and leave. There was a muffled clank as the transport docked and opened the door. There were the sounds of the four loader robots moving towards the troops, several shots, a scream, some explosions, and finally silence. Varn could hear the soldiers moving around the ship, some garbled words, and things being turned over as they searched the ship. Finally, two soldiers stepped into the doorway to the hold, a coyote and a ferret.

"I’m telling you, this must be one of those auto-driven jobs. There’s no one here." The coyote was saying.

"Oh? Then explain those wacko ‘bots that tossed Blandon out the garbage chute. They ain’t programmed to do that on their own, now are they?" The ferret shot back. "Whoever’s here is hiding somewhere." Varn’s foot slid a fraction of an inch, accidentally knocking over an old beer can. It wasn’t a loud sound, but the coyote heard it.

"Hey, what was that? You hear something?"

"Yeah, I hear you being an idiot. Let’s just check the hold and get outta here. I didn’t hear nothing." They moved towards Varn’s barricade, and he knew if he didn’t do something, they’d find him. There was no other way. He stood up and raised the gun. The ferret spotted him.

"Hey! Over-" His last words were cut off as a laser blast hit him squarely. The coyote dove behind a group of barrels, unfortunately not reading the labels. He put his gun over the top and fired a few shots, which Varn responded to by shooting the barrels full of jet fuel, blowing them and the coyote to flaming bits. The explosion alerted more troops, who raced into the hold and began to take flanking positions among the crates. To add to the confusion, the fire sprinklers went off, followed by the regular lighting going out and the red emergency lighting taking its place. The hold was now almost completely dark, lit only by the flashes of laser fire. Fortunately, there was a lot of that. Varn couldn’t tell how many troops he actually hit, but a few definitely went down, either by his own or friendly fire. Finally, the soldiers focused their attention on him, and the crates in front of him were becoming Swiss cheese. On bolt went wide over his head, striking a pipe. Varn looked up just in time to see it fall on his face. He elapsed to blackness.

Chapter 5

The four Falcon jets touched down silently in the large cave entrance. A light covering of snow dusted the ground, proving that the planet was Fortuna. Jenna climbed out of her jet first. "Backup base? I thought a base was something with, I don’t know, HEAT?"

"Hey this is just temporary. We’ll only be here a few weeks, a month at the most." Said Hawk. "Besides, Kiev and I stashed some supplies here, and your guy in the military is due to deliver our gas soon." He walked towards the rear of the landing grotto. Dusting off some snow and ice, he revealed several shipping crates. "See? This is just to start. I’ll go to the base and pick up what we need." Kiev began prying open the crates.

"Let’s see, a couple heating units, some rations, an emergency transmitter, basic computer terminal, cots, blankets, and some old reading material." He said, removing the contents from the crates.

"Great, everything we need, except water." Said Jenna. "And I ain’t going out in the snow to melt it."

"Relax. Why bring water when you’ve already got a source? This way." Kiev led them through the small opening at the rear of the grotto. As they stepped through, the temperature became increasingly warmer. Kiev noticed his teammates confusion.

"The heat is natural. There’s a big geothermal vent down here somewhere and it warms up the caves." He explained. "Varn’ll probably have a field day analyzing all the rock junk."

They stepped through a small opening in the wall onto what seemed to be a ledge overlooking blackness.

"What are we looking at?" asked Jenna.

"Just a minute, I hope this thing still works…" There was a very old control panel on the wall, which Kiev was working with. He pulled a lever on it and several worklights strung from the ceiling above flickered on. And they revealed below a vast lake of ice. It seemed to stretch on for miles, all a glassy, mirrored surface, the lights glinting off and casting strange reflections on the walls. Even Vax seemed in awe. "What is this place?" he murmured softly.

"My old family business. Watch this." Kiev flipped another switch. There was a grinding and an old conveyor belt below started up; chipping up ice chunks from a quarry-like hole and taking them into a tunnel drilled in the wall. "This way." He motioned back the way they had come. They ascended a steep passage into the rock into a small room with an eerie golden glow. The conveyor moved just below the surface of a steaming pool of water, melting the ice chunks on it into a side trough and draining it into a large rusty tank. Kiev placed a small glass under the tank’s tap and opened it. A small stream of water ran into the glass. "Here’s to the oldest water in the universe." He said, drinking it down. "Even after all these years, still good." Kiev passed the glass around. "See? Heating, running water, down that way’s some usable hot springs, all the comforts of home."

"How did you know about this place?" Asked Jenna, still in awe.

"Like I said, it’s the Valanska family business before we closed down. I used to come down here with my father when I was ten. If you think it’s amazing now, you should’ve seen it when we were running full tilt."

"Great base." Said Hawk respectfully. "There’s some caves back that way we can use as cabins. Kiev and I’ll start moving the supplies down here. Varn should show up in a day or so and we’ll get the rest of our supplies."

Varn shook himself awake, wincing as the pain in his forehead came back. He was lying on a large bed of some kind, the room décor not of a prison but of a hotel room. There was one window, locked and bolted shut. But it was what was outside the window that scared him. The desolate wasteland of Venom. "Oh no, they got me. I’m dead, really, really dead." But why wasn’t he locked up in a cell instead of a suite?

Varn quickly took stock of what he had: two pens, ten credit dollars, three paper clips, and a handheld electronics interface scanner, used for detecting bad circuits in computers. In all, nothing he could use to escape. He had just put everything back in his pockets when the door opened and two troopers stepped in, both pointing rifles at him. "You. The emperor wants to see you. Now. And no funny stuff cuz I’m not in the mood to laugh."

"Charming. No small talk, just the facts." Though Varn, stepping out the door in front of the trooper. He was led to an elevator. The guard pressed the switch and they stepped in. "So, uh, nice base." Said Varn quietly, hoping to learn something.

"Shut up scum. I’m paid to guard you, not make conversation."

So much for that idea.

The elevator stopped and opened into a broad lobby, followed by a tall set of grandiose double doors. "Inside." One of the troopers ordered. Varn reluctantly pushed open the door and stepped through. Andross sat on his throne, looking silently at the prisoner. His face lightened a little. "Ah. Varn, I finally tracked you down. At last we meet again. I trust your accommodations are acceptable?"

"I will tell you nothing." Said Varn flatly.

"Come now Varn, don’t you want to work with someone you knew at the institute? We were almost friends."

"I was never your friend. The experience you are referring to is the one time I disagreed with the chief scientists. They said your ideas were maniacal, evil, and impossible. I said some of your plans were feasible. I see by all your superweapons I was correct."

"You are indeed. I know you have been building your solar ion lasers and selling them off. I am interested in you building them for me."

"You’re mad to think I would ever help you. Venom has tried to kill me twice and I know if I helped you, you'd bump me off the moment I gave you the knowledge you wanted. I see why the other scientists called you insane and deranged. They were right. If I gave you what you wanted, the entire Lylat system would suffer."

Andross was silent a minute, his face darkening. "Very well, you are just as useful as a hostage. Your friends will come looking for you, and when they arrive I will have what I want. In the meantime, my interrogation expert will see if you change your mind. Leon! In here now!"

A pasty looking reptile stepped through the door. "Yes?"

"Give this prisoner a day or so to stew, then process him."

Varn didn’t like the sound of "process". The reptile smiled so wide one would need a telescope to see both ends. "Yes sir. I’ll get right on it." Varn had a bad feeling about this.

Five minutes later, Varn found himself tossed into a dank underground cell. It was about twelve feet square, a raised stone bench served as a bed and there was a small hole in the floor in one corner. He could guess what that was for. He lay down on the "bed" and began to think thoughts of what would happen to him, all the foreboding possibilities. Then Varn noticed something. A miniscule amount of hot air was coming out of a tiny hole in the wall next to his ear. He examined it closer. Obviously, some past prisoner had tried unsuccessfully to tunnel out, but peering through the hole, Varn could just barely make out the tiniest portion of a computer line in the rock at the top of the half-inch hole. This was the heat’s source. It could also be useful. Making sure no guards were watching, he searched all his pockets again, hoping for a splice wire or a cable or something. There were none. But then he remembered the paperclips. Taking one out, he unwound it and pushed one end in under the sheathing of the computer line. There was a small electric charge in it, which proved it was a live line, not shut down and the paperclip would conduct the data. Varn then spliced the other end into the interface scanner, hoping it would accept the data. There was a lot of interference and static, but the main menu of any Venomian terminal appeared. He keyed for a floor plan of the base. It gave the entry level and registration area levels. All other floors required a password. He keyed for a schedule. It gave him the daily cafeteria specials, recruiting timetables, and shift times. Everything else was passworded. Varn could already tell this wasn’t going to be terribly helpful, but it would give him a chance to practice his hacking. There was movement outside the cell. He quickly turned around so the scanner was behind his back. A hyena guard opened the door and tossed a plastic tray covered in metallic foil to him. "Eat up pal. It’s all you’re getting today."

"Um, is there a particular reason you’re keeping me here? I’m not really in with the Cornerians."

"You know weaponry and Andross wants it. End of story. You’re also being used for bait for your pals."


"You heard me. Andross is going to call up your friends and offer you for one of their jets. When they show up, he’s gonna blast all of em, get all your jets, and keep you. They lose he wins. Enjoy your stay runt."

Varn went silent holding the tray in his hands. He now knew he had to get into the computer and get off a message. Opening the foul-smelling dish, he turned back to the scanner and went back to work.

Hawk stepped into the dimly lit hot springs room. It had been a long day, taking on supplies at the Fortuna base, helping Kiev keep the old equipment running, maintenance work on the jets, and Varn not showing up on time was adding to everyone else’s workloads. A long soak in the subterranean springs was just what he needed. A faint tinge of sulfur misted in the air and the humidity edged upward. There was a small splash in the pool and he noticed now Jenna was already here. She turned around, spotting the tall avian.

"Oh, sorry. I didn’t think anyone else was down here. I’ll try the springs down the passageway." He said, turning back towards the entrance.

"It’s all right, I was just getting ready to leave. You tired too?"

"Yeah. I guess you gotta admit this place ain’t so bad. I wonder why Kiev didn’t suggest this place when we were looking for our first base."

"I don’t know," she said, reaching for the towel on the rim. "He’s been very quiet since we settled in. It’s as if this place troubles him."

"I’m concerned about Varn. He was due a day ago, and it’s not like him to be late."

"He’s probably fine, just joyriding around the system. He works so hard, let him have a break."

"I’m not so sure. There’s just this tiny nagging feeling in the back of my mind."

Jenna put the towel around herself and climbed out. "You worry too much. He’ll probably be here tomorrow."

Hawk watched her leave, the water still dripping from her fur. "She’s right, I’m worrying about nothing. He’s fine." Hawk disrobed and stepped into the steaming waters. He may have believed Jenna, but that nagging feeling was still in his mind.

Varn had made very little progress into the computers. He’d been able to get an almost complete floorplan of the base, and accessed the shift rosters. But the big hit was he could now monitor and edit outgoing mail and transmissions, though it would have to be minor to avoid detection. Since he began monitoring, no transmissions concerning him had gone out.

Varn was so deep in his work he almost didn’t hear the claws clicking on the stone floor out in the hall. Quickly, he pulled out the scanner and hid it in one of his pockets. The door opened and the pasty faced Chameleon stepped in, carrying a black briefcase. Leon, Varn remembered. Could this be the same Leon he’d heard so many horror stories about?

"Hello." He said in an icy voice. "I’m Leon, and I’ll be your torturer, er, I mean interrogator today. We can do this the easy way," he paused, opening the case. "Or the fun way."

"What do you want?" Varn asked, his voice wavering.

Leon pulled out a small box with two narrow poles on it, which he recognized as a shock phaser. "Simple. You do what Andross wants, and I don’t get to use this. A pity. Now, what is your decision?"

Varn clenched his teeth. "I won’t help you."

"Oh well. My job just got better." He switched on the two electrodes. "Today, I’ll just keep this at level 5. It’ll give you something to look forward to tomorrow." He pressed the electrodes onto Varn’s chest and pressed a switch. The jolt of heat, voltage, and pain was terrific, and it took everything Varn had not to scream bloody murder. His fur blackened slightly and Leon held the switch for a few more seconds. "So, a tough guy? I’ll fix that." He adjusted a knob, setting the shock phaser to level 8. The pain was significantly more intense this time, and Varn screamed out in pain the whole time, unable to contain it any longer. His fur smoldered visibly this time; a whiff of smoke and burnt flesh surrounded him. Leon kept going a full minute, finally releasing it, and leaving Varn to fall onto the stone bench twitching. He put the shock phaser back into the case. "That’ll do for today. Perhaps tomorrow you’ll reconsider and I won’t have to use anything else. Ta-ta." The guard opened the door, snickering at Varn’s condition, and then locking it back up tight. His last conscious thought was realizing why he’d heard Bill Grey had hated that Chameleon so much.

When Varn came to an hour later, he reminisced about again waking up to pain. Now the burning in his chest and the soreness of his head coupled and made it hard to even move. Wincing, he plugged the scanner back in to the computer line, and began to go back over the messages. None had been sent, but after a few moments, one being prepped to be transmitted appeared. It was the hostage exchange proposal, and it would be sent out in one hour. There was a little bit of data space left at the end and he promptly entered: Do not come. It is a trap. Am being held in Venom HQ, prison level, cell 329-B. Interrogation begun. Varn. An hour later, he watched as it was transmitted, knowing he had prevented his friend’s death, and hoping he’d prevented his own.

Chapter 6

"Hawk! Got something coming in over the barge’s frequency! Look’s like Varn’s finally checking in!" Called Kiev.

Hawk pulled himself from the hard cot, flexing his sore muscles. He slowly made his way to the "Communications room", which was a small chamber with a small hole in the ceiling blasted out so the transponder antenna could be raised. Kiev was hunched over the computer. "Receiver’s decrypting it. It’ll be ready in a minute. Vax stood off to one side, carefully examining a readout. "Hawk, we need another generator. This one hasn’t been accepting the cold and strain very well." He said carefully.

"I’ll pick up another one when I make a run to the base. Just a sec." The computer hummed another moment, and the screen flickered on. Instead of seeing the squirrel he knew, he saw a very well remembered wolf.

"Hello, my name is Wolf O’Donnell. We seemed to have picked up something of yours. We know how valuable his knowledge is, and yet he seems very uncompelled to share it with us. Instead we offer a trade. One of your jets for him. The jet will rendezvous with a Venomian military transport. You will take the transport with your scientist; we will take the jet. Meet at Zoness in 24 hours. Out."

Hawk could now see Kiev was crushing part of the keyboard with his fist. "Now what?" asked Hawk sullenly.

"We meet them at Zoness, that’s what." Said Vax. "We can find another jet. Varn may not be a pilot, but he’s our friend, and we have to get him back."

Jenna, at another computer station, touched her headphone. "Just a minute, there’s more to the message. It’s garbled, but I think I can sort it out." She tapped a few keys. "It’s text only, looks like it was tacked on at the last minute."

The screen flickered and yellow letters appeared. Do not come. It is a trap. Am being held in Venom HQ prison level, cell 329-B. Interrogation begun. Varn.

They were all silent for a minute. Jenna spoke first. "Locked up in the biggest base on that God-Forsaken planet. He must be terrified. What should we do?"

"We bust him out, that’s what we do." Said Kiev. "I wouldn’t mind getting into that base. I have a score to settle with one of them."

"And how do you expect to get in? That isn’t the kind of place you go up and ring the bell." Said Vax. "We’d need someone who knows their way in and knows the layout of the base. I don’t exactly-"

"Hold it and shut up a second." Said Hawk. "I might know someone who can get us in. The trick will be finding her."

Vax met his gaze. "You don’t mean…"

Hawk looked him in the eye. "I heard on the streets she’s been in there. We have to get Varn out."

"Okay, who are you two talking about, because Jenna and I would like to be in on this conversation." Said Kiev sourly.

"That guy we’ve been showing up, Fox McCloud? His sister is an ace in everything I know, and we had a run in awhile back."

"All I care is she can do it. Let’s go find her. We start by finding that brother of hers."

The team left Fortuna an hour later; the caves were once again deserted.

"Got something on scanners, coming up behind us." Said Slippy. "Four ships, unknown configuration."

"Can I have visual?" asked Fox, moving towards o e of the Great Fox’s consoles.

"Moving the camera, got it." The screen flicked on, showing four very well remembered jets.

"Well, well, well. It’s our old friends. I wonder what they want." Said Falco dryly.

"They’re signaling." Said Slippy.

"Oh, great, more rubbing it in." said Fox.

"No, they’re requesting our help and asking to come aboard."

"What! You’re joking."

"No, and they sound serious."

Fox thought for a moment. "Let them in. I’m curious on what they want."

"Yeah, and if we don’t like what they have to say, I’ll pound em!" said Falco anxiously.

"I’m hoping it won’t come to that." Said Fox, heading for the hangar bay.

The four jets touched down silently while Fox watched from the deck door. There was a hissing as the bay doors closed and the pilots opened the cockpits. First came a tall dark colored avian, which Fox recognized from Fortuna, followed by a leopard wearing a white headband with a red dot in the center. Next was the Husky, Kiev, and last was a female wolf, which seemed to be absorbing everything she saw.

The hawk spoke first. "Look, I don’t go for the big introductions, so I’ll keep it short. I’m Hawk O’Brian, this is my second hand, Kiev Valanska, our Intel agent, Jenna Mayslin, and this guy is Vax. We only came because I’ve met your sister and I’ve heard she’s been on the inside of Venom."

"And why do you need in there? Another mission? If she goes in, she gets paid too, you know." Said Fox suspiciously.

"It’s not for a mission. They grabbed our tech man when they raided our base and are holding him. We need to get him out. From what he said, interrogation’s already started."

Fox shivered at the thought of Venomian interrogations, remembering the horrors Bill had gone through. "Well, I have some sad news. Even I don’t know where she stays. Star just kind of shows up now and then. Why is it so important you get him out?"

"One, he may not be a pilot, but he’s part of this team. Two, he used to work at the Cornerian institute and has some weapons knowledge Andross would be glad to get a hold of. And three, he’s my friend. Good enough?"

"Fine. Let’s move up to the lounge. Maybe Slippy can patch back through to Star. We’ll help you get your guy out."

Varn had been stuck in the prison for four days now, and he knew he couldn’t take much more of Leon’s "interrogation". So far, the fiend had used a shock phaser, a mini-table saw, and several types of knives. When he heard the claws in the corridor, he prayed there wouldn’t be anything worse. The door opened and the chameleon entered, bringing his briefcase again. "Hello, Varn and how are we doing today?" He asked evilly. Varn didn’t answer, huddling in a corner. Already, his fur was completely matted in blood, he had several open gashes, and he was now having temporary double vision from the voltage. "P-please, no more." He whimpered. "I’ll die after any more of this."

Leon smirked. "Actually, you’re far from dead, just in as much pain as possible. I wouldn’t have to do this if you’d just cooperate, but oh well. Against the wall."

Varn wearily complied, knowing how futile it was to resist.

"I’m going to try out a new tool today. I call it the tingler." He withdrew what looked like a regular hand-drill, but instead of a bit, it ended with a trio of hooked blades. He tested it once, creating a small whirring sound, and then pushed it into Varn’s back at the base of his spine. The pain was immense. Varn screamed until his throat was sore, and when it was, he kept right on screaming. Abruptly, Leon stopped. "There, it’s bored into your spine. Now, if this works…" He pressed a small switch on the drill and electricity surged through Varn's nerves. It was more that pain, more than possible. Every nerve almost exploded and a burning sensation covered his body. Leon kept the power on for a full minute before turning it off and unceremoniously yanking the drill out of its hole. Varn was too numb now to feel it, and he barely had energy to use his arms to stop himself from collapsing onto the floor. His glasses slipped of and shattered on the floor, Varn didn’t move.

"Well, now I know it works. Thank you for being such a good test subject." Leon opened the door and strode out, leaving the scientist unconscious on the floor.

"He’s very fun to torture, and he screams a lot, but he still refuses to cooperate. I’ve tried almost everything I have, and I doubt he’ll change his mind." Said Leon. "He has an unusually strong will."

Andross frowned out the window. "Hmmm. If he doesn’t respond to physical abuse, what about mental? Did you try the brain mess?"

"Yes. The third day. It didn’t seem particularly effective for some reason, though I did hear him yelling and screaming for awhile, but it was shorter than other subjects."

The Comm on his throne buzzed. "Emperor sir? We’ve just completed most of the primary work on the Annihilator. We’ll be ready for a test firing tomorrow. Will you be accompanying us?"

Andross smiled "Yes, I will be coming, and so will a guest. I’ll board at 0900 hours tomorrow."

"Acknowledged. Construction control out."

Leon looked at the ape. "You’re formulating something, I can tell."

"If he won’t respond to personal torture, maybe he’ll respond to what I have planned. You have the day off tomorrow."

"Drat, I was just beginning to have fun with him."

The next morning, two burley guards dragged Varn out of his cell and into a waiting transport. It lifted off immediately. Once in orbit, Varn could tell something big was happening. Battleships were all mobilized, Invader IIIs were out on heavy patrols, and several construction ships were clustered around something. All of a sudden, they all moved to allow the transport to pass. They revealed a huge, bowl-like ship; several towers rising from inside the bowl, all clustered around a single command tower. The transport entered a hangar on one side of the tower and the guards shoved Varn out. He could tell at one glance this thing wasn’t completely finished yet. Technicians and workers were everywhere, and in some places, the superstructure still showed through. The guards shoved him into an empty storage room and locked the door. A few minutes later, he felt the huge ship power up and move out. He had a bad feeling about this.

Andross sat in the command chair on the Annihilator’s bridge. The ringed planet Titania hung directly ahead, along with the two Zerim escorts. "Bring the prisoner up to the bridge. I wish to give him one more chance." He said grimly.

A few minutes later, the battered squirrel was dragged to the bridge, still battered and bloody from Leon’s work. "Ah, Varn, you’re just in time. Tell me what you see."

"I see a madman who ought to be locked up."

Andross brushed the insult away. "Defiant to the last. Oh well. You are looking at the largest solar array on Titania." He said, motioning at the dark blot on the planet’s surface. "Drighton power array. The number one power source for the Cornerian scum on this planet. Not a valuable target, but still a target. Crewed by 2000 people. Those people’s lives are in your hands. If you agree to cooperate, we leave and those people go on living. If you refuse," he paused to let it sink in. "They become targets on the first test of the Annihilator’s energy weapon. It’s your choice."

Varn turned pale followed by silence. "No. If I help you, more than 2000 will die. You would come back and kill those people anyway. You will get nothing from me."

Andross paused. "Very well, gunners, energize and activate. You will soon see what you have done. This station can fire one proton beam per half mile on a planet’s hemisphere, or down to one beam per square inch for a square quarter mile. For this test, it will be one beam per square foot covering the entire array. Watch."

Halon Terlan shut the door to the utility shed on solar array # 461, ending his shift for the day. His supervisor, Neva Lycell came up beside him. "Tough day?" the Lion asked.

"Always. The whole dang thing blew out this morning, and now the coolant vanes are acting up." The bear answered. "I’m looking forward to a quiet evening at home and a cold shower. This heat’s killing me."

"Ha! You couldn’t get enough water together on this dustball for a glass of water, let alone a shower. Come on, I’ve got a hovercar parked over here, I’ll give you a ride back to base."

There was a sharp whining in the air. "What’s that?" asked Halon.

"I don’t know. Maybe one of the arrays is off track again or-"

Neva never finished. A blue beam blasted through his body, blowing him apart and spreading his ashes around the area. Another beam blew through Halon’s left arm, almost completely vaporizing it. More beams came down, creating a cage and making it impossible to move without being singed. Halon endured the nightmare, taking small burns and singes. When whatever it was stopped, he tucked the burnt stump that had been his arm into his coat and made for the wrecked shed. The computer was still functioning and the lines were alive with reports from the living, the injured, and the automatic systems. He silently cursed, wishing he’d left the coolant vanes for tomorrow and gone home early.

The screens showed the wrecked arrays, burning and smoking, and Varn stayed stoically silent. "You see?" said Andross. "Look what you did. No, it wasn’t me, it was you. You, when you refused to cooperate with me. Take him away."

The guards dragged him off towards the temporary jail cell, and Andross turned back to the construction chief. "Chief, it preformed admirably. We won’t even need him. A weapon of mass destruction, and one that will inspire terror in the survivors. Take us back to Venom so it can be completed."

"Yes, Emperor."

The Annihilator fired its engines and raced away from Titania, leaving the Drighton array in pieces.

"Sorry guys, and girl, but there’s no way I know to reach Star. I could get to her once, but that was the redial and she’s changed numbers since then." Said Slippy, shutting down the computer.

"There must be some way. I’ll admit it; I actually can’t do this alone. We have to find her. We’ll be lucky if Varn is still in one piece as is." Said Hawk.

"Fox, can you come out here a second?" asked Peppy from the hallway.

Fox stepped out, closing the door. "Have you tried your telepathic connection yet? If their friend knows as much as they’re saying, it would be dangerous if he finally gave in."

"I don’t know, I’ve never tried it when I don’t know where she is. I might be able to try a broad band sort of thing."

"Go ahead, I’ll make sure no one comes out here."

Fox concentrated hard, trying to generate a signal Star would detect. "Well, I tried. We’ll have to see if she picks it up."

Slippy stuck his head out the door. "Hey guys! Star’s on the line! Great timing!"

"I guess she did pick up. Come on, let’s plan this out."

"All, right, I’ll help you get your guy out." Said Star. "I don’t have anything else to do."

"How can we get in? The front door isn’t exactly an option." Said Hawk.

"There’s a Venom controlled shipping company based on Aquas that makes an hourly cargo haul to to Venom HQ. It isn’t heavily guarded, so we just have to stow away on the cargo ship and get off at the base."

"Good idea. We’ll meet you in Aquas orbit in two hours. Any ideas on getting out?"

"Hijack something and blast your way out. Always a classic."

"Got it. See you in two." He turned to his teammates. "Kiev, Vax, go prep the jets. Jenna, you stay on board and monitor Venom communications. We may need info on the best way out."

"Right. I’ll be on frequency 115-L."

"Slippy, you know the communications array, stay here and give her a hand." Said Fox.

"Sure. That beats blasting through a Venomian base."

"I’m getting too old for this sort of thing. Count me out." Said Peppy. "Besides, I can fly this bucket better than ROB. If you need air support, ring us up."

"I want in. It’s been too long since I blasted some Venom butt." Said Falco.

"Hold it, hold it. Who says either of you is going? This is our man we’re getting out." Said Hawk.

"I say." Said Star. "I learned to stop passing up free help a long time ago, even if it does come from these two dips."

"Hey!" Fox and Falco said simultaneously.

"Okay, okay, they can come. I’ll go pull what’s left of our armory out of our jets. I can probably scrape together two more rifles." Hawk headed for the hangar.

"You know, Fox, you could’ve called at a better time. I was in the middle of a newspaper."

"You could just give us your number. That long distance telepathy gives me a headache."

"Suck it up you wuss. And to the number, no way."

"All right, I’ll see you in two."

Chapter 7

The Vixen waited patiently next to the fence. Beyond the fence lay the Venomian landing pads; the fence littered with signs saying things such as "Keep out" and "Trespassers will be disintegrated".

A shady looking hawk approached her. "Hey sweet lips, you lookin’ for a good time?"

"Can it. What kept you?"

"Oh, we had to pay some jerk a hundred bucks so we could stash our ships in his warehouse."

"Ah. Did you bring the clippers?"

Fox stepped up beside Hawk, producing a small pair of wire cutters. "Got em. I still don’t see what good they’ll do, the fence is alarmed."

"Well, duh. I took care of the alarms. The guy managing the control booth was pretty inept. Out like a light. See that big freighter over there?" Star motioned to a beat up looking cargo ship parked a few pads away.


"That’s our flight. The crew’s already on board and they haven’t sealed up yet. They’re still waiting for authorization to leave."

"Then let’s be on our way, shall we." Fox began clipping a small hole in the chain link, allowing a small section to fall away.

"Ladies first." Said Hawk.

"Shut up. Where are Kiev and Vax?"

"Right here." The Husky and Leopard stepped out of the shadows of a nearby shed. "What’s in the bag?"

Star shifted her backpack. "Oh, just my usual base break in supplies. Grenades, laptop, pistol, you know, all my usual stuff."

"Great, let’s move."

Kiev sat down against the wall in the broad cargo hold behind a stack of cargo containers. "Ladies and gentleman, welcome aboard VenomAir flight 9904 to Military HQ. Lunch will be served shortly, and the in-flight movie will be…"

"Funny. Every group has to have a comedian." Said Star, setting down her pack. "Do we get your whole routine on this flight?"

"Since, it was requested, sure."

"Are they going to come down here and inspect the cargo?" asked Vax.

"Nah. These types sit on the bridge the whole flight and drink booze. Most of em are just civilians trying to make a buck." Said Star. "We could probably hold a rock concert down here and they wouldn’t notice."

"Good. The less risk, the better." Vax sat down and pulled out a small duffel bag.

"What do you have in there?" asked Fox.

"My defenses. I expect to need all of them." He removed several ninja stars, a compressed staff, and a set of nunchucks.

"What, there’s just going to be the regular Venom idiots. A good pistol will deal with them." Said Falco.

"I don’t expect to have to use these against the guards. There’s a certain adversary I must face at this base."

"Who?" asked Star.

"I’d better tell you the whole story. I was one of the personal trainees of the master Tal’Chan. But I wasn’t alone. He had another disciple when I was selected; a German Shepherd named Davin Erse. He was at about my same level of skill; master Chan’s students weren’t picked out of a hat. But I noticed there were some disagreements, even vocal wars between Davin and my master. Davin believed we should ally with Venom, Chan was a strong supporter of Corneria."

"Which is why I received part of my Priority One training there." Said Star.

"Yes. Davin was adamantly against accepting you, even temporarily."

"I remember him. He seemed like he was glaring daggers at me the whole time."

"He probably was. Anyway, things worsened. Davin began skipping lessons, becoming more and more easily aggravated, until the dam finally burst. During a lesson, he exploded and began attacking Chan. He was taken by surprise, and when I tried to defend him, Davin slammed me aside, temporarily paralyzing me. He then killed our master, enjoying every minute of it. Chan put up a valiant fight, but he was too old and couldn’t defend himself adequately. Once he was dead, Davin stabbed me and left me for dead." Vax moved his collar, revealing a jagged scar below his neck. "After he left, as Chan was dying, my master asked one last thing, and that was to avenge his death. Last I heard, Davin Erse is security minister in the base we are storming. I intend to fulfill my master’s last wish."

"Wow." Said Fox quietly.

"Hey, don’t worry, Vax here’ll take him easy. I once saw him take out eight guys in a bar all at once." Said Hawk.

"Hawk, those guys were drunk, stupid, and unarmed. Davin was well trained, and is very dangerous. He will be a difficult fight to win."

They were silent a moment. Kiev spoke. "I hope that you and I both will fulfill someone’s last request."

"What, who in there do you want to kill?" asked Star.

"I’ll keep it short. Wolf O’Donnell killed my father, and I swore on his deathbed I would kill that villain. Either in the air or…" He patted his energy shotgun. "With this."

""Whoa, we’ve got a regular vendetta convention going on here. Anyone else?" said Hawk. Silence.

"How long is this flight, anyway?" asked Falco.

"We’ve got another hour or so. We’ll know when we arrive." Said Star.

"Good, I’ve got a deck in my bag and some chips. Who’s up for blackjack?" Said Hawk.

"Hey, I know about all those aces you’ve got in your sleeve, Hawk. Open up those pockets and then I’ll play." Groused Kiev.

"All right, all right, just a second." He rolled up his two cuffs, revealing nothing.

"Just a moment." Said Star. She reached over and slid her paw under what appeared to be a patch on the elbow of Hawk’s jacket, pulling out seven aces. "Care to elaborate?"

"Uh, gee, how did those get there?"

"He’s clean. Deal em out fly boy."

"Fine. Dealer shows nine, Star showing seven…."

The freighter arrived an hour later, touching down loudly on the Headquarters hangar bay. The three-man crew debarked first, which left the ship unattended for five minutes. In those five minutes, the intruders sneaked into the cargo loading area.

Kiev peered over a crate towards the entrance doors. "Two guards, looks like a coded entry lock on the door." He reported. "Also looks like there’s an alarm panel behind one of the guards."

"Easy" said Star, opening her laptop. "I should be able to break the doorcode in ten seconds. That alarm could be bad news."

"Leave them to me. I’m the only one who isn’t plastered all over the wanted ads on this planet." Said Kiev. He got up and casually strode over to the doors. "Hey, you guys, I thought I saw a guy hacking into your computers over at the far end. Thought you might like to take a look." One of the guards nodded to the other and headed for the far end of the loading bay. Unfortunately, the guard who was left was standing in front of the alarm. Kiev started to walk away from the other guard, allowing a load lifter to pass between them. When the lifter was gone, the guard found himself staring down the barrel of a loaded laser pistol. He foolishly went for his gun instead of the alarm and ended up with a smoking hole in his chest. Kiev waved the others over.

"Nice work. Now, I’ll see if I can disable the alarms and open the door." Said Star, plugging her laptop into the outlet. The door clicked open.

"Here, put these on." Said Fox, pulling several Venomian uniforms out of a locker. "Best to blend in." Hawk kept watch as they slipped on the tight fitting red suits, already looking more alike.

"Hey, you should wear one of those more often. You don’t look half bad in that uniform." Said Hawk, giving Star a once over.

"Put a sock in it, or I’ll leave you here and the Venomians get roast chicken for dinner."

"Now, Varn’s message said prison level, cell 329-B. Do you know where that is?" asked Vax.

"This way, elevator." Star opened the lift and pressed the switch for the prison level. It stopped a moment later, opening to a dank, mildewed stone corridor. "If they put him down here, he’ll probably be in bad shape." They moved down the hall, checking cell as they went. "…326, 327, 328, ah, here we are. No guards, they must not think he’s dangerous. Hang on a second, he’ll be free as soon as my hacker program gets through the lock."

Varn huddled in a corner, still terrified of what could be done to him. Leon could come back, Andross could use his weapon again, limitless possibilities.

When he heard footsteps in the corridor, he turned pale. "For the love of God, no more." He whispered. The door slid open. Instead of the pasty faced Chameleon, a very familiar face wearing a red uniform appeared. "Hawk! What in the name of quantum physics are you doing here?"

"Getting you out. Can you travel?"

"I’ve been better, but Leon hasn’t killed me yet."

"Remind me to shoot him if I get the chance. Let’s move."

"Hey, Varn, you should meet Bill Grey. Your now both members of the "I Hate Leon Powalski" club." Said a fox he recognized as their rival, Fox McCloud.

"I don’t know you, but I already like your sense of humor. Remind me to dump you in deep space somewhere."

The intruders were moving back towards the elevator when it opened and a guard stepped out.

"Great, they did have a guard, he was just on break." Hawk mumbled under his breath.

"Hey, you!" The hyena growled. "What are you doing with the prisoner?"

"New orders, the Emperor thinks he’ll talk now. We’re taking him to the labs." Said Hawk stiffly.

"Okay, but I need to see some authorization." Kiev saw Fox just barely raising his rifle and quietly shook him off. Fox saw and reluctantly lowered it.

"Just a second, I’ve got the papers right here." Hawk reached around towards his back pocket, but instead of removing some authorization, he grabbed a piece of pipe from a pile on the ground and swiftly slammed it over the guard’s head. "That enough authorization, you pinhead?" The hyena slowly slumped to the floor. He grabbed the guard’s gun and ID card. "Here." He tossed the gun to Varn. "In case we need to shoot our way out. All right, let’s head for the hangars and see what we can steal."

"You guys go ahead, I’ll meet you there. I need to get to the security minister’s office." Said Vax, tying his headband on. "I have something I must do."

"I’ll tag along." Said Star. "The computer in there will be perfect for clearing our ship to leave."

The two raced off down the corridor towards a different elevator.

"I got to split off too." Said Kiev. "I’ll see you at the hangar."

This left Falco, Fox, Hawk, and Varn. They reentered the elevator and headed for the docking bay level. The doors opened a moment later into a long gray hallway. "Quick, it won’t take long for somebody to determine that that guard is missing. The hangar should…" said Hawk.

"Hey, you! What are you doing with that prisoner? He’s supposed to be kept incommunicado." A squad of soldiers stepped in front of them. "If you’re moving him, I need to see a report."

"Yeah, I’ve got it right here. Let me get it out." Hawk snapped up his rifle and pulled the trigger.


The sound indicated the weapon hadn’t been completely cocked.

The soldier grinned. "Funny. Drop your weapons and put your hands in the air. We’ll see what intelligence thinks of this."

"You’re the boss." Said Hawk, dropping his rifle. Onto the soldier’s foot.

"YEEEOOOW! Shoot them, shoot them you idiots!"

It took the other soldiers two seconds to react, but two seconds was far too long. The heroes dived into a door on the side of the hall, Varn locking it as soon as he was off the floor. There were several heavy thuds on the door.

"That won’t hold em long, is there any other way out?" asked Fox, glancing around.

"No, one way room." Said Hawk. "Trapped rats."

"You guys obviously haven’t looked around, have you." Said Varn, unusually calm. The other three looked around. They had unwittingly dived into the armory.

"Hello, come to papa." Said hawk, taking a shoulder mounted rocket launcher off the rack. "Lets make some fireworks."

The soldiers finally busted the door down, only to find themselves looking down the barrels of two rocket launchers, a pulse rifle, and a tripod grenade launcher. It was kind of amusing. "Aaaugh! Retreat! Retreat! They’re packing heat!" The squad nearly knocked each other down on their rush to escape.

"Heavy artillery, always useful." Said Falco, "Now, let’s head for the hangar."

The alarms began going off in the distance.

"Better take some of these along." Said Fox, grabbing a few rounds for his launcher. The first squad they ran into was greeted with several grenades and a hail of laser fire.

Star was unlocking the security ministers door when the alarms went off and there were the sounds of explosions. "Hoo boy, my guess is that Fox and Hawk are creating some mayhem. They both seem good at that." She said, closing up the computer. "What do you think, rockets or plastic explosives?"

"Probably rockets. Hawk doesn’t go for delayed explosions." Said Vax, extending his staff to its six-foot length. "C’mon, he’ll be in there."

The door clicked open, revealing a spacious office. The chair at the desk was facing away from the door.

"The computer link will be on his desk. Davin must be around here somewhere. My guess is he’ll be-"

"Tsk, you never were one for stealth, were you. I didn’t think you’d set off any alarms." Said a cool, cultured voice from the desk. It swiveled around, revealing a young German Shepherd. "Oh, well, at least I will get to watch your elimination."

"Maybe you should watch for your own elimination." Said Star, drawing her pistol. "I say we finish this now."

A ninja star sliced across the room, knocking the pistol from Star’s grasp. "You rely too much on modern weapons. We appreciate how easily dealt with they are." Said a red wolf, stepping out from behind a cabinet, drawing his staff.

"You both will be terminated," A feminine voice said. "Davin is our master. Our final test will be eliminating you two." A skunk stepped out from behind a cabinet on the opposite side, cracking her knuckles.

"Vax, Star, meet my disciples, Zak and Lira. I’m sure they would like to get to know you." Said Davin.

Zak struck first, an overhead swing that impacted against Vax’s staff. Lira lunged at Star, aiming a booted foot at her head. She ducked just inches below as the blow slid over her head, countering with a roundhouse punch. Lira blocked it on her way down.

Zak was pummeling wildly at Vax, swings that seemed faster than light, his staff becoming a blur. Vax blocked each one, countering with timed kicks and swings. He got through with one, managing to strike a blow on Zak’s left knee. The wolf smirked and increased his speed.

Lira and Star circled each looking for a flinch, an opening in which to strike. Star fired a kick at Lira’s chest, only to have her foot grabbed and herself swung over onto the floor. She was only down for a second, but in that second she was kicked and slammed several times. Star got to her feet and threw a blow with all her strength. Lira couldn’t block this one, and was knocked face down on the floor. Vax saw this and pushed extra hard on Zak, delaying him just long enough to flick a ninja star at Lira’s neck. It sailed forward, only to be caught in Lira’s upraised paw. A thin trickle of blood ran down her wrist as she flicked it back at Vax. He intersected it in midair with his staff, batting it away as if hitting a home run. This distracted him just long enough for Zak to slam his elbow into Vax’s stomach. He recuperated and swung his staff at Zak’s head. It whiffed over as he ducked a tiny braid on the back of his head swishing down after. This was irregular, for martial arts warriors didn't usually have long hair, the reason why Zak found out seconds later. Vax duplicated the maneuver, but instead of swinging his staff over Zak’s head, he shot out his fist and nabbed the tiny strand of hairs. Zak, still in the act of ducking, rebounded his head back up as the braid made its full length. It left him defenseless for a tiny window of time, in which Vax laid a heavy punch on his snout. This time there was a definite snap and Zak stumbled back, blood pouring from his nose. He got back into a fighting stance and drew an evil looking blade from his belt, swinging it at Vax’s head. Vax jerked to avoid the attack, but the blade still gashed his arm wide open.

Lira sprang up from the floor, temporarily catching Star off guard, and landing a good kick on her ribs. There was a string of cracks, and Star felt as if her right lung was on fire. But the kick had significant recoil, allowing Star to catch the kick on the way out, and flipping Lira over her shoulders onto her back. While she was down, Star aimed a punt like kick at Lira’s head. The blow would’ve left any normal person out cold, but Lira rose and charged at Star like a freight train. The charge caught her dead on, hurling both of them onto the floor. On the way down, Star rammed her fist into Lira’s gut, knocking the wind out. Seemingly from nowhere, Lira drew two ninja stars and wielded them in her fists like saw blades. She dove, slashing them like buzz saws, one slicing Star on her left leg, staining her pant leg.

Vax and Zak continued to square off, each pounding a staff at the other alternately. Blood still trickled out of Zak’s nose, and Vax was now beginning to feel the knife wound. Finally, Vax slammed aside Zak’s staff, leaving him unarmed except for the blade. Vax lunged holding his staff crossways, attempting to strike the wolf in his neck. Zak grabbed the staff in midmotion and swung over Vax’s head behind him, where he slashed his blade across Vax’s back, leaving a wake of blood. Both were becoming visibly tired now, and it wouldn’t be long before one collapsed from exhaustion. Vax made a quick turnaround just in time to see the blade hurtling towards his face. Braving the pain, he grabbed the blade and swung the handle back into Zak’s face, shoving the handle into Zak’s left eye. He was caught flat-footed. With one eye now blind and no depth perception, Vax knocked him down in a blur of staff swipes and kicks. The red wolf slumped to the floor, unconscious.

Lira swung her improvised brass knuckles sideways in an attempt to slash Star’s face. Unfortunately, this action left her already sore gut wide open. Star braved the blades and put her foot in the skunk’s gut, knocking her onto the floor gasping. The blades made two cuts on Star’s stomach, but they were insignificant to what her own actions had done to Lira. When she tried to rise, Star laid a swift kick to her chin, flipping her sideways onto the floor, a gash in her chin. Lira slumped over, out cold.

Vax and Star both looked at their fallen victims, Davin still at his desk, glaring laser bolts. "You shall both die for this." He said coldly. "Die slowly and in much pain."

Chapter 8

Kiev clutched his energy shotgun as he stealthily moved through the pilot’s quarters. Keeping a finger on the charge trigger, he pushed open the door marked StarWolf Personal Quarters. It opened into a broad rec room. It was deserted. There were the thuds of far away explosions, followed by alarms. "Hawk, you always have to use explosives, don’t you." He mumbled quietly.

"Who’s out there? Andrew, I told you to-" Wolf stepped through a side door. "Who are you?"

"The son of the man you murdered and disgraced. I’ve come to collect a debt."

"I don’t recall owing a debt to you."

"You murdered my father, Gororev Valanska. You dishonorably claimed the O’Donnells owned land that has belonged to the Valanskas for centuries. You slit his throat, disgraced our family, destroyed our business, and made my life a living hell. The only thing I have to offer you is death."

"I remember your father. A weak, stupid man. I had just lost my father also, and it was your father who alerted the authorities to his illegal activities. I claimed your estate on Corneria was ours and it rightfully is. It was too good. Get our property back, and take revenge on your father for what he did to me. I only killed him because he pushed the issue too far and I was forced to."

"Brave words for the wolf on the wrong end of the barrel." Kiev was now just barely suppressing his rage, and he’d begun holding down the charge trigger.

"I remember killing him. Very entertaining. He screamed a lot, bled a lot, Leon would have loved it. Too bad I didn’t know him then."

The auto safety was now beeping; indicating the charge was exceeding safety limits. "Goodbye, Wolf O’Donnell. Time to erase the black scar you put on my family."

He aimed the overcharged shotgun at his hated nemesis, sighting down the barrel. "This should be very messy. Very fitting for a villain such as yourself."

Unfortunately, Kiev didn’t hear Leon moving up behind him until he nearly had the gun level. Leon fired a single shot. Kiev heard it and ducked as the bolt of death slid over his head. He released the trigger and sent the red ball of plasma wide of its target, allowing Wolf to dive back out the door he had entered. Leon ran for the hall.

"Noooo! Not when I’m so close!" Kiev angrily pumped out several low powered shots at the doorway, but his enemy was gone. Kiev screamed. A scream of rage, anger, pain, and frustration. And then he was silent. "I will kill you, Wolf O’Donnell, even if I have to chase you to the bowels of Hell itself, I will avenge my father." He turned and strode out of the room, heading for the hangar.

Davin reached into his desk and pulled out a tri-edged boomerang. It was metallic, all edges razor sharp, and a brilliant red jewel in the center. "Do you know what this is?" He asked, his voice still tinged with hatred. "It is a Il’Dak, a weapon of the ancient Venomian tribes. I took it from some ruins, and am now the sole expert on its use."

"Star, head for the hangar. I’ll finish things here." Said Vax, raising his staff.

"No! She stays!" He hurled the boomerang as Star moved towards the door, it sliced past, inches from her nose before arcing back into Davin’s paw. "If either of you even steps towards the door, I will not miss." He said, his tone low and menacing.

"Let her go." Said Vax.

"You are in no place to make demands."

"If you let her go, we will finish what is between us."

He thought for a moment. "Very well. She may go. My men will get her before she gets far."

"I’m not going anywhere. I’m going to help you finish this." Said Star.

"Ha! You challenge me? This will be interesting."

"No. This is between you and me. Leave her out of this."

"Oh, no. She wanted to take me on and I accept her challenge." Davin leaped over his desk and into a fighting stance. Star dropped her backpack and moved towards Davin. Before she could try anything, he twisted his body into midair, slamming both feet into her like a missile. The hit knocked her sprawled onto the floor, but unwilling to be beaten so easily, she got up and threw a couple quick punches. He blocked them all easily, and hauled a roundhouse kick to her already injured ribs, nearly sending her back to the floor. Davin then threw both elbows into her stomach simultaneously, returning her to the floor. "Really, is this all you can do?" He mused quietly. "I expected you were capable of more." He rammed the side of his arm across Star’s face, followed by another kick to her left leg. Star finally collapsed onto the floor, a few drops of blood trickling from her nose. "You really ought to have spent more time with our master. I suspect all the weapons training from Priority One erased all the hand to hand combat you know." Star didn’t move.

Vax was now seething. "You have avoided me long enough. I will now avenge our master."

"OUR master? No no no, he was never my master. I was simply there because I was forced into it. I knew so much more than he taught, he was pathetically weak, and I consider I put him out of his misery."

"Die!" yelled Vax, raising his staff and charging. Davin casually picked up the boomerang and hurled it. The Il’Dak bisected Vax’s staff, chopping it into two useless pieces before returning to Davin’s paw. Vax tossed aside the two pieces and leaped for a midair kick at Davin’s head. The German Shepherd caught it in midair, but the force threw them both backwards. Vax countered with a sideways slash, impacting against the side of his former classmate’s head. Davin stumbled back, drawing his Il’Dak. He threw it at Vax’s midsection, only to find his target was no longer there. Vax had backflipped over Davin’s head, and throwing a quick punch at Davin’s head. He ducked, the paw skimming over the top of his head, while laying a kick that tripped Vax. On the way down, he caught hold of Davin’s leg, slamming him down onto his back. Vax was back up milliseconds before Davin, allowing him to throw a fast punch at his stomach. He again drew hi Il’Dak, but instead of throwing it, Davin slashed laterally, tearing several gashes in Vax’s chest. But the swing from the last slash went wide, giving Vax a chance to counterattack. The kick knocked Davin back ten feet, and he hurled his boomerang, this time just barely missing his mark, but still slicing a deep cut in Vax’s side. He watched the boomerang arc back around towards his paw… And in mid-flight, Star shot her paw up and caught the Il’Dak, a small line of blood appearing on her wrist.

"We learned many things in Priority One." She said, examining the Il’Dak. "One was a very important philosophy. If you’re going to kill someone, make sure you finish the job." She tossed the boomerang to the other side of the room; it landed with a clatter. "Let’s see how well you fight unarmed."

Using the interruption to his advantage, Vax struck. Hit after hit struck Davin, and blood was starting to stain his uniform. Vax seemed to have found a new well of energy to draw upon, and Davin was rapidly wearing out. Seizing one of the broken halves of his staff, he swung it at Davin’s head, ready to deliver the final blow. All of a sudden, a ball of smoke welled up around Davin, when it cleared he was gone.

"Blast!" Yelled Vax. "He must have a secret door here somewhere." There was a hissing sound and a green fog began to seep through vents in the floor.

Davin’s voice came from a hidden speaker. "Heh heh, heh. I always did get the last laugh, didn’t I? The gas should kill you in about a minute. A pity I didn’t have this room wired for security cameras and I don’t get to watch. Oh well. Goodbye Vax."

"Uh oh." Said Star getting to her feet. "I guess I forgot to pack gas masks."

"Quick, head for the door!" They raced for the door, only to find a heavy metal blast door slam down.

"Trapped. You have any ideas?" asked Vax.

"Just one. If it gets in your way, blow it up." Star grabbed one of the cylindrical bombs from her pack and laid it by the door. "Get back!"

The grenade exploded, tearing open a small gash in the door. "Not enough! Hand me another one!" Yelled Vax.

Star tossed him a grenade. If this one didn’t do it, they were doomed. He was already becoming lightheaded and his vision was blurring. The bomb exploded, opening a hole barely big enough for someone to crawl through. Star slid through, followed closely by Vax. The hall was empty; the troops were probably off fighting her pyromaniac brother and his explosives.

"Well, it looks like we don’t get exit clearance. Let’s hope we don’t get blasted on the way out." Said Star.

They reached the hangar a minute later, only to find it empty. "Where are they?" Asked Vax, looking around. "The entry door opened and Kiev raced in, still firing his shotgun down the hall.

"They spotted me! There’s about fifty troops coming this way." He quickly locked the door and sent a blast into the control panel.

"What are you doing?! Hawk and the others aren’t here yet." Said Vax angrily.

"Oops. They probably couldn’t get through all those troops anyway, they’ll have to find another way in."

All of a sudden, the tone of the guards changed from pursuit to retreat. "What’s happening out there?" asked Kiev.

"If I had to guess…," said Star. "Quick, get away from the door!" Kiev moved off just in time for the door to blow open.

The smoke slowly cleared and Fox, Falco, Hawk, and Varn strode in, all wearing bazookas, machine guns, and bandoleers.

"What are you guys supposed to be, Rambo?" Asked Star.

"Here’s a tip: if you’re ever in an armory, take everything you can." Said Hawk, dropping his rocket launcher. "Where’s our ride?" He asked, eyeing the two transports parked nearby. "I’m not enthusiastic about flying an unarmed cargo bucket."

"Wait. There was more to this hangar when I came through before. Star, can you open this door?" Asked Varn, checking a large blast door at the rear of the hangar.

"I’ll have it open in ten seconds." She said, plugging in her laptop. It clicked and slid aside a minute later, revealing two unusual looking transports. The twin nacelles were out on wing struts, and a dual laser turret adorned the top. "I believe these are the newer assault transports, or ATRs as they’re usually called."

"Sounds better than those unarmed ones. Let’s rock and roll." Said Hawk, opening the ramp on one.

Andross was just sitting down to dinner when the alarms went off. "What’s the meaning of that infernal racket?" He growled.

"Um, it’s the security alert sir." Said the door guard.

"What! What’s causing it? If a prisoner escaped or…" He turned pale. "Check to see if the prisoner in cell 329-B is still there!"

The guard moved to a computer. "It looks like the guard in that area failed to check in. It was dismissed as a communications failure."

"Blast! That was no failure! He’s escaped and I want him found!"

A security officer stuck his head in. "Sir, one of the new ATRs has made an unauthorized launch. Shall I dispatch a squadron to eliminate it?’

"No! Board and capture! I want the occupants alive! Alert all orbital battleships to aim for crippling strikes only!"

"Sir, that will be difficult. The ATRs were designed to resist capture. It may be difficult to disable it."

"You’d better capture it, or I’ll have your head on a stake!"

The stolen ATR blasted for orbit, the two nacelles blazing. Fox was at the controls. "Are you sure this tub can outrun fighters." He asked Varn.

"I never saw them in action, no. But if enough power was pushed to the engines, it should at least be able to outrun their sentry ships." He answered, adjusting the shields.

The radio crackled. "ATR X2-5, you are not cleared for launch. Turn back immediately."

"This is X2-5, we are on special assignment, under orders section alpha red niner." Answered Fox. "It’s worth a shot." He said.

"X2-5, how dumb do you think we are? Turn back now or be fired on."

Fox shut off the radio. "Someone better get to the turret. I have the feeling we’re about to have company."

"I’ve got it. Those dirtbags won’t get within a mile of us." Said Kiev, climbing the ladder into the gun well.

"Better hope so, I show six Invader IIIs coming in, flank speed." Said Hawk, checking the scanners.

The six ships came forward, firing their lasers. The ATR shook from some offside hits. Kiev handled the turret like a pro, destroying one Invader and damaging another. Two others shot past, curving back at the escaping ship. The turret got one, but the other raked the portside nacelle with ion fire.

"We’ve lost our portside engine. They’ll get us if we don’t think of something fast!" Said Varn franticly.

"More bad news. Looks like a pair of cruisers moving in ahead. Any ideas?" Asked Hawk.

"Just one. We better hope this thing’s as maneuverable as he says." Said Fox, gunning the engine. The two Dorinsby cruisers slowed directly in their path, a narrow gap showing between them.

"I hope you’re not doing what I think you’re doing." Said Star, glancing at the cruisers.

"Just hang on. This could get bumpy."

The ATR screamed into the gap between the cruisers, three Invaders followed, jumping to avoid hitting each other. The cruisers struggled to align their laser turrets, spraying the gap with laser fire, one of the Invaders being blown apart by friendly fire.

The gap narrowed as the rear of the cruisers widened. Fox pushed the remaining engine and at the last moment, flipped the ship sideways, chopping of the maneuvering fin but allowing the ATR to slip through. The two Invaders jockeyed to make it through the gap and rammed into each other, causing a spectacular double explosion.

"Nice flying." Said Hawk. "That reminds me, are there barf bags on this flight?"

"No, and the in-flight movie has been cancelled. The hyperdrive is damaged, we need to find someplace to make repairs before we can leave."

"How about there?" asked Varn, pointing at a huge, dish-shaped station.

"Are you nuts?! I don’t know what that thing is, but I don’t like the looks of it." Said Hawk.

"It’s an energy weapon. They’re still constructing it. I was on board for its trial run. It’s what took out Drighton. I see an access tunnel in that uncompleted superstructure there, we could hole up in there, do the repairs and make a break for it."

"I don’t like it either, but we’re fresh out of options." Said Fox, pushing towards the uncompleted section. The ATR fit comfortably into the tunnel, which led deep into the station. As they went, Fox noticed that there were several places where the station was far from complete. The tunnel eventually ended in a vast chamber, which in its center was the reactor core. Fox nestled the ATR against one of the sidewalls and shut down the power. "Here we are. Varn, you see about repairing that engine, I’ll take a look at the hyperdrive. I want out of here as soon as possible."

The security officer shivered. "Emperor, we have, um, lost them. They managed to slip past our sentry cruisers and disappeared near the Annihilator. I have search teams scouring the area."

"Don’t bother. It’s very clear where they went. Send troops into the Annihilator’s construction tunnels. They obviously are hiding inside the superstructure somewhere and they will be easy prey once we find them."

"Yes Emperor."

Fox slammed the access panel shut. "There. The hyperdrive should hold out. Varn, I have a question. What exactly does this station do?"

"The underside is a grid of particle beam cannons. The spread is set and wipes out whatever it’s aimed at. It doesn’t only destroy, it was built to inspire terror."

"We’re sitting right on the reactor. Can we destroy it?"

"Probably. It would require that… what are you saying?"

"Do you want this thing loose on the Lylat system?"

"Good point. I think I can build us a time bomb. Star, do you have any grenades left?"

"Just two. Will that be enough?"

"It’ll have to. Now, I need some wire, a magnet, and a clock of some kind."

Falco pulled the top off a panel and yanked out a mass of wire. "This enough?"

"Falco! You’re tearing up the guidance system."

"Hey, you have to break a few eggs to make a pizza."

Star pulled the clock radio off the control board. "Will this clock work?"

"It should. Now, a magnet, a magnet…" Varn’s eyes fell on a mag loader. "Falco, you seem good at taking things apart, can you take one of the electromagnets out of that loader?"

Before he finished asking the question, Falco had pulled the lift mechanism apart and presented Varn one of the magnets.

"Good. I hope this works." He first opened up the grenades and connected the wiring to the clock, using the built in timer as a detonation counter. The magnet would serve to adhere the bomb to the reactor. Varn thoroughly wrapped it with electric tape. "There, that should do it. Will fifteen minutes be enough?"

"Perfect. Now, how do we get that onto the containment wall?" Asked Hawk. "Fox may not be a bad pilot, but one bump into that thing and we’re all dust."

"There’s a space suit in the back, one of us could go place it on the reactor." Said Star.

"Yeah, but who?"

"I will." Said Fox, taking the bomb. "It was my idea to blow this thing, so I’ll do it."

The radio crackled again. "Oh, great, now what do those pinheads want?" Said Hawk sourly, picking up the headphones. "Listen you stupid-"

"Hawk! It’s me, Jenna. The lines are alive about a breakout. What did you guys do?"

"Oh, stole a ship, shot at them, you know, the usual."

"Well, wherever you are, I’d pack it up. I caught a message saying a troop transport is moving in on you. They said something about you hiding in something."

"Uh oh. Fox, if you’re going to plant that thing, I’d do it now and fast."

Fox was already pulling on the space suit. "If anything shows up and I’m not back, take off. Got it?"

"And leave you here? I don’t think so."

"If you don’t leave, none of us will. If anything shows up." Fox stepped into the airlock, sealing his own fate.

Star watched through the side viewport as Fox placed the bomb on the containment wall and pressed the activation switch. "He’s planted it. Get ready to move."

All of a sudden, the klaxons went off. "What’s that?" she asked.

"Troop transport just entered the reactor chamber. They haven’t spotted us, but they will in a moment." Said Hawk, keying for the startup. Fox was now beginning to make his way back.

"Wait! He’s not back yet!"

"You heard what he said. We have to leave!" Fox had now also spotted the enemy transport and was quickening his pace.

"At least swing over his position so we can try to pick him up."

"That’ll be tight, but I’ll give it a try." Hawk swung the ATR wide, moving over Fox’s position. The transport had sighted them now and was moving closer.

"Is he in yet?" asked Hawk, reaching for the throttle.

"No, but I don’t see him anymore. Is he out on one of the wing struts?"

"Nope, and we can’t stay any longer." He rammed the throttles wide open, flaring the engines.

"Careful!" yelled Varn, sticking his head into the cockpit. "I fixed the engine, but I don’t know how long the jury rig will hold if we put too much pressure on it!"

Star looked back. "Fox… I’m sorry." The ATR was now hurtling through the maintenance tunnel at a terrific pace.

"Problem here!" yelled Hawk. "The troops were blocking the old tunnel, so I took the first one I saw. This one might not lead outside." Already girders and scaffolding were becoming thicker. "Kiev, fire up the turret, looks like we’ll have to blast our way out."

"No problem! I’m way ahead of you!" The twin cannons spoke, vaporizing a thick girder.

Then a strange tapping sounded. "What’s that noise?" said Hawk, glancing around.

"It’s coming from the outer airlock door. It may be loose or…" Star looked back out the viewport. "Or it’s someone knocking. Slow us down, Fox is hanging onto the back! I’ll go let him in!"

"I can’t give you much, they’re gaining."

Star ran back through the cabin and opened the outer airlock. A weary figure in a space suit crawled in. Star shut the outer door and opened the inner. Fox stumbled in, disoriented. "Next time I want to go for a ride, I’ll go to the carnival." He said tiredly. "Lucky there was a rung there. Never one to listen were you?"

"Nope, I don’t take orders from anyone, especially not you."

The two maintenance technicians in space suits floated over to the reactor containment wall.

"Yep, they were right. Big ol bomb right here. Looks homemade. Shouldn’t be hard to diffuse." Said the first, examining Varn’s handiwork. "The timer says five more minutes, so we’ve got plenty of time. You got the toolkit?"

"Right here. Whaddya need?" Said the second, dragging the bulky box forward.

"Hmmm. Just looks like I need to clip these wires and the whole thing becomes a dud. Pass the wire cutters."

The second technician passed the clippers to the first, who carefully maneuvered them above the wires leading from the clock. "Simple. These guys must not be very skilled in bombs. My kid could diffuse this thing."

Unbeknownst to the technician, those wire cutters had been used the previous day to perform maintenance aboard a cruiser and had clipped a live power cable. Most of the charge had bled off, but a tiny fraction of a volt remained in the metal. As they sliced through the insulation to the copper wire, the electricity jumped, causing a tiny spark. "What the?" Was all the technician got out, for the charge surged through the wire and detonated both bombs. The reactor ruptured, burning both workers to dust.

There was a rumbling that rattled the cockpit. "What was that?" Asked Fox nervously.

Hawk gunned the engines. "I don’t know and I don’t want to know. All I want is to be out of here when it happens."

Varn opened the cockpit door. "Uh, I hope that wasn’t what I think it was."

Hawk’s expression gave him his answer.

The rumbling was becoming louder now and a few junction boxes on the edges of the tunnel blew out as they passed.

"Look, up there!" Fox pointed at a black square up ahead. "Our way out!"

"Let’s just hope we live long enough to get there. Take a look behind us."

Fox turned around. The tunnel behind them was filling up with a seething firestorm. And it was gaining. The chasing transport was enveloped and blown apart.

The exit grew closer, but so did the firestorm. Hawk had the throttle wide open, and was even using the emergency boosters, but it was going to be tight. "Come on, come on, come on" He whispered silently.

Fox squeezed his eyes closed, waiting for the end. He opened them in time to see the ATR scream out the exit, a huge explosion following. He breathed a sigh of relief. "Remind me to remember to thank the designers of this thing." He said slowly.

"All right, time to leave this party. Setting course for the rendezvous point." Hawk activated the hyperdrive. Nothing happened. "You said you fixed it!"

"I did! That thrill ride out must’ve knocked something loose!"

"Varn! Get to work on the hyperdrive! It ain’t working!"

"Got it, but it could take a while!"

"Uh, I hate to break up the conversation, but I’ve got a flight of Invader IIIs heading this way!" called Kiev from the gun well.

"Hey, look! Scanners got something big coming in up ahead!" Said fox.

Five Cornerian battleships roared forward, two carriers spewing flights of jets. "What the? I didn’t think they had an attack planned." Said Fox.

"Uh, you might want to identify us, because they’re locking onto us."

Fox clicked to the Cornerian frequency. "Stop! We’re not Venom! We’re just trying to escape! Hold your fire!"

"Fox, is that you?" Said a familiar voice from the radio.

"Bill! It might’ve been nice to tell us you had an attack planned today! We’ve got fleas chasing us!"

"No problem. Flights two and six, give that transport some cover." Several protector and bulldog jets blew past, firing at the pursuing Invaders.

"Why are you here, anyway?" Asked Fox.

"That big dish shaped thing is a superweapon! Intelligence has been tracking it for months. We’re here to take it out."

"Uh, you’re a little late." Said Fox, watching explosions blossom up from the station. "We already planted a bomb in it and it’s going up."

A new voice broke in. "StarFox, this is Admiral Drevin aboard the starship Allegiance. We would pick you up, but our bays are full of boarding ships. We figured we’d have to board and capture. You seem to have done that for us."

"Just doing our duty sir."

"Good. Do you need an escort out?"

"Actually sir, our hyperdrive has been damaged. If you can just keep the Venomians off us for a minute while we make repairs, that would be great."

"Will do. Allegiance out." The battleships surged forward; peppering whatever came up on their targeting scopes with laser fire. Two cruisers slugged it out with a defense station while a missile frigate got into a Zerim cruiser’s kill zone and began bombarding it with rockets. The battle had begun.

"Well, do you have them yet?" Asked Andross impatiently.

"Uh, sir, a squad of Cornerian ships has entered orbit and is causing significant damage to the perimeter. The Invaders have lost the ATR." Said the officer nervously.

"So, they had this planned all along! They were going to have the Cornerians help them escape! Send some more battleships in to eliminate them."

"Um, you see sir, most of our ships are on the other side of the planet. They are coming as fast as possible, but it will still take a few minutes."

"Have the Annihilator target them. It wasn’t meant for ship to ship attacks, but it will do."

"Aye. Contacting them now."

The image on the screen was clouded with static. "Emperor! Something is wrong with the reactor! We’re losing containment! We sent two technicians into the reactor chamber to see if the intruders did any damage, but they haven’t checked in yet! What do we do?" Yelled the commander.

"Try to restore containment! I want you to take care of those battleships!"

"Sir, with all due respect- AAAAAUGH!" The picture went to static.

"What happened?! Get me satellite feed now!"

The officer switched to satellite just in time to see a huge fireball envelop the Annihilator.

And for those few minutes, all Hell broke loose.

"Got it. The hyperdrive should work now." Said Varn, slamming the access panel shut.

"That’s what we were told last time, let’s hope you’re right." Said Hawk. The five battleships stopped firing as enemy cruisers began to move in from the other side of the planet. This was clearly meant to be a hit and run attack. "StarFox, this is Drevin, we have enemy ships approaching. We must leave now."

"Go ahead, we’ve repaired the hyperdrive, we’ll jump out with you."

The ATR moved into the midst of the battleships. Hawk activated the hyperdrive. The ATR blasted away from Venom, followed by their Cornerian allies.

"So you’re really sure about this?" Said Peppy.

"Yeah. I guess they have as much right to the mercenary business as we do, even if they show us up a few times." Said Fox, sitting down in the Great Fox’s lounge.

"I guess you’re right. With the Annihilator gone, it won’t be long before Andross tries something new, and Corneria can use all the allies it can get."

"Yeah, and besides, everyone needs a rival."

The End ?

Special thanks to Kay for letting me use Star, I owe you one.

The characters Hawk O’Brian, Kiev Valanska, Jenna Mayslin, Varn, Vax, Eddie, and Davin Erse are my characters and may not be used without my permission. E-mail me and I’ll probably say yes.