AUTHOR'S NOTE: Those of you familiar with me might expect an extended tale filled with character drama and elaborate fight sequences, some StarFox vs. StarWolf action like my previous tales or something like that. You'd be wrong. Instead of giving you what I think you think you want, I'm trying something different, experimental, and a little weird. For those of you not familiar with my previous works, all that's really required to know is that, in the previous story, the StarFox Team rebuilt itself after a falling out that included Krystal being the bounty hunter Kursed and the entire team nearly getting killed. And Wolf O'Donnell is now in prison. The rest is just background, though you'd probably appreciate it more if you read my previous stories. I wanted to put my interpretations of the characters in situations that they're not really prepared for, and experiment with a genre that I feel isn't really touched on when it comes to Star Fox: Horror. This whole story is sort of my love letter to various works of horror fiction, and takes inspiration from works such as Shirley Jackson's The Haunting of Hill House, HP Lovecraft's At The Mountains of Madness, John Carpenter's The Thing and Ridley Scott's Alien. Just in time for Halloween. So kick back, relax, and enjoy, dear readers. You may not want to read this one alone in the dark.


"It's impossible for words to describe…what is necessary to those who do not know what…horror means. Terror is merely a fear for one's own safety. Horror…it's... it's an immune response. It's a fear that the horror will…touch you, infect you, and spread, until it is your existence. Until it waits beneath the surfaces of everything you love. Horror has a face, and a way of making your face its own."- General Maximilian Zaius

-They Live-

"The confirmation hearings of Field Marshal Ramsay Bolton began in the House of Consuls today, led by conservative opposition leader Lois Culbard. Marshal Bolton is Prime Minister Fitzroy's top pick to replace George Pepper as General of the Cornerian Armed Forces, acting as interim General after the resignation of Peppy Hare. The hearings began at four this after-"

"They walk. They live. They hunger for living brains! The new season of Zombie Chaos, only on KidzNet!-"

The image on the holovision flatscreen flickered once again, changing to show a handsome vulpine with blue eyes, bright red fur and black markings on the tips of his ears. He raised a blaster pistol and fired at a series of canisters in the background, staring into the camera as the canisters exploded in a bloom of fire. He spun his pistol back into the holster and chugged a thin soda can in his hand, the label "Powerthirst" fully visible. The vulpine let out a satisfied sigh, then a disembodied voice announced "This has been your Justin Jackson Powerthirst moment!" "You're watchin' QuestForce, dawg," Justin Jackson winked, "This is what it's all about."

The flatscreen went dark as an athletic female cheetah tossed the remote onto a corner of the mattress.

"I hate HV," she sighed, rolling onto her back and running a hand through the mane of brown hair extensions, "It gives me headaches."

"Then don't watch it," replied the long-eared lynx lounging on the other side of the bunk, her nose in an e-sheet reader, "Just go to sleep. Your shift's at seventeen-hundred, isn't it?"

"17:30," the cheetah said, staring with lavender eyes into the field of stars through the tiny viewport, "But I've never been big on cat-naps."

"Just try, Ally," the lynx murmured.

"Addy," she corrected, "It's not like you to slip up."

"Sorry, A," the lynx returned in a low voice.

The pair of ID badges on the nightstand next to the bunk identified the cheetah as Adelaide Ploughman and the lynx as Mara Lynch, a lieutenant security officer and a research assistant on the Commercial Research Vessel Starghast. These were not the names of either female.

"I know how you can make it up to me," Adelaide grinned, pawing at Mara's foot under the blanket.

"Not right now, baby," Mara shook her head, eyes scanning the e-sheet.

"Come on," Adelaide leered, "It'll tire me out."

Mara looked up and scrutinized the suggestively-posed cheetah with cold blue eyes.

"You sure it's a great idea to carry on like this?" Mara inquired.

"What do you mean?" Addy said, her voice tender, brow furrowed with concern.

"I mean it draws attention. To the both of us."

"There's plenty of people aboard hooking up," Addy shrugged, "It's a big ship, we're floating out in the middle of nowhere for an extended stay...people get lonely. People get horny. We're just another pair."

"Except we have a pretty big secret to hide. If we blow our cover-"

"I know what happens if we blow our cover, Miyu-"

"Now who's slipping?" Mara interjected.

"I know what happens if we blow our cover, Mara," Addy continued, rolling her eyes, "But if it looks like all we're doing is some hanky-panky on the side, no one's going to get suspicious when they see a security officer and a research assistant hanging out all the time. You don't have to be so..."

"What?" Mara demanded.

"I don't know, it's just...since we've started this one, you've been...different," Addy murmured, "I just hope that whatever it is, it hasn't changed how you feel about me."

The lynx exhaled and put her e-sheet down on the nightstand, a half-smile working its way up her muzzle.

"Of course not, baby," Mara crooned, her cold eyes sparkling with the glowpanel's light as if made of glass, "Get up here."

Addy's eyes lit up and the lips pulled away from her furred muzzle in a grin. She slinked across the mattress on all fours up towards the lynx, her spotted tail twitching coyly.

"You gonna make me purr?" Addy smirked in a sultry tone.

"And then some," Mara promised, slipping the blanket off her body.


The cheetah that called herself Adelaide Ploughman was fast asleep with a contented smile as the one calling herself Mara Lynch fastened the collar on her fitted gray research uniform, a blank expression on her face. A patch on one shoulder showed the long, vaguely I-shaped form of the research ship Starghast, while the logo of Helix Biotech Corporation was sewn into the other. The lynx fastened her ID badge to her breast and walked towards the door, shutting off the glowpanels in the cabin as Adelaide stirred ever so slightly. Mara opened and closed the heavy metal door as quietly as she was able. She walked calmly down the gray metal corridors of the ship, passing several coworkers and ship's personnel, giving almost everyone a polite smile and a nod. A heavyset amphibian stopped her at the small alcove of couches near the entrance to the D Deck research labs, trying to make conversation about the latest prize fight in Wayland, since he'd heard that she followed the sport. Mara endured his mostly-miss jokes, his awkward flirtations, giving the same peaceful smiles and nods that she'd given everyone on her way here, offering little in return until he finally ran out of things to say and released her. She chuckled at his last joke and wished him farewell, then walked calmly down the corridor. There was no need to accelerate. The research team for her lab would not begin their shift for another three hours. That was more than enough time. She strode by a window overlooking a sealed cleanroom environment, where a leporid in white coveralls and a transparent hood was manipulating a sample dish with a pair of robotic claws. Mara waved airily at the leporid, receiving a nod in return as she passed out of view and reached a door marked LAB A-12.

The door recognized her ID badge and slid open with an automatic hiss, and she walked into the sterile room of polished white machinery and computer consoles. Even with all of the research equipment and tools, the lab was practically unremarkable until one noticed an object about the length of an adult's torso, mounted on a tall pedestal in the center of the room and encased in a reinforced glass capsule. A black base of rigid tendrils, equally suggestive of a plant and a fungus, wrapped around a dull pink orb marked by veins that appeared to be flowing with a liquid of some sort. Snarled around the upper half of the orb were more tendrils to join the base, stretching upwards to form a jagged antenna, crowned with a hexagonal blue gem. When exposed to ultraviolet light, conduits throughout the entire object glowed a bright, unnatural green. Despite its geometric, structured appearance, one could not lose the impression that the object had grown this way. The most significant remnant of an extinct alien race, there was nothing else like it in the Lylat System.

Mara looked over her shoulder at the security holocamera mounted in the ceiling, then at the chronometer near the door. The program she'd uploaded into the security surveillance network was subtle enough that it had never been noticed. All it did was delay the transmission of footage from the camera to the security network by a few fractions of a second every day, while modifying the time stamp to cover up the discrepancy. By now, there would be a ten minute window before anyone in the security office became aware of what she was doing. Ten was all she required.

Mara's fingers were centimeters away from the locks securing the artifact to the pedestal when the door hissed open and a middle-aged chameleon with a double chin walked in. She faced him with a blank expression on her face as his scaly green forehead wrinkled in puzzlement.

"Mara?" the chameleon inquired, "What are you doing here? Shift's not until eleven-hundred."

"Dr. Carpenter," Mara replied monotonously, "Your shift isn't until then, either."

"I couldn't sleep," Carpenter muttered, moving towards a computer terminal with a holographic interface, "I had an idea for a possible source proxy to activate the nanites. I remember reading that the Aparoids were capable of interfacing and assimilating electronic networks as well as biological constructs. Wanted to run some tests to see how samples from the core memory reacted to a basic interface program. VIRGIS provided me with a mock-up to use."

"Fascinating," Mara said, unfastening one of the locks securing the capsule.

"What are you—hey! Stop that," Carpenter demanded, reaching to grab her, "What's gotten int-"

Mara grabbed Carpenter's outstretched arm and flung him over her shoulder, slamming him onto a metal table and dashing several pieces of equipment to the floor. The reptilian gasped in shock, looking up as her hand came down in a blur of motion and snapped his neck. The doctor's legs and tail jerked, rattling into the metal tabletop, but his eyes were empty and his head hung at a limp, awkward angle over the edge. Mara looked back up at the holocamera with a blank expression, then back at the glass capsule encasing the Aparoid core memory. Ten minutes, starting now. She unfastened the security clasps locking the capsule in place, wrapping it in a spare lab coat hanging on the wall and carrying it in her arms like a newborn child. She left lab A-12 and walked brusquely down the corridor towards the turbolifts, but regarded everyone she passed with the same polite smiles and nods, as if it was all normal and everything was going to be fine.


Flickering glowpanels in the ceiling competed with flashing yellow emergency lights, reducing Alice's vision to a frame-by-frame nightmare as shadows danced off the walls. The wailing alarm and the sound of her own intense breathing as her feet pounded into the floor made her almost deaf to anything else, and she gripped her blaster pistol so tight that it hurt. She'd abandoned calling herself Adelaide Ploughman, there was no point in maintaining a cover amongst all the chaos and horror. With every second she had for her mind to wonder, all she could think was Where is Miyu? Given the fate of so many others, maybe it was best that she didn't know.

"We're almost there Lambert, the ladder's just around the corner!" Alice called behind, her eyes flying to every floor grate and doorway that she spotted, trying to anticipate an attack and gritting her teeth in the realization that it could come from anywhere. She tried to control her breathing, gulping down air as the corridor ended in a T-junction in front of her.

"This way," Alice instructed, "Lambert? Lam..."

She was silent. The corridor was dark and empty, flickering and full of shadows as she peered down the length of it. There wasn't a trace of Lambert.

"Fuck," She whispered with dread, her voice drowned out by the blaring alarms.

A female's scream rang down the dark corridors into Alice's ears, joined by a male shriek that kept growing louder and louder until both were abruptly silenced. Her heartbeat thudded in her ears, almost louder than the alarms themselves, and Alice could feel the fur of her brow growing moist with sweat. She looked to the right to see a ladder leading into the ceiling, and she moved carefully towards it with her eyes flying wildly in every direction she could think of.

Shrill howls and alien moans rattled up the corridor, and Alice threw herself onto the rungs, climbing upwards. It was useless to control her breathing now.

Emerging slowly from the floor of the next deck, Alice's chest heaved up and down as her lavender eyes grew swollen, freezing as she looked around for anything that might be waiting for her.

She didn't know how long she sat crouched on the floor, listening to her own terrified panting and the thumpings of her heart, but she knew it was far too long.

Am I the only one left? she kept thinking, and the idea threatened to seize her muscles where she stood. The pistol felt more useless by the second.

She galloped down the corridor, running backwards for fear that they might come up behind her only

to whip back around so that she'd know where she was going. A rattling, empty howl from something unnatural reached her ears, but she didn't hear anything approach. None of Alice's training had prepared her for this. She was a child locked in a house of monsters. She came to a turn in the corridor and glanced cautiously around the corner, breath jetting unevenly out of her nostrils, then she whipped back around and looked down the way she came as she tripped backwards into an emergency oxygen canister strapped to the wall. She clapped a hand to her mouth but the shriek of surprise had already escaped her jaws and echoed painfully down the corridor. Hyperventilating out of her nose, she pressed herself against the wall and tried to hear what she could over the alarms, her hand still clamped over her mouth. There were throaty, wailing moans from down the corridor, then gurgling squeals, followed by the unmistakable sound of movement. Alice's heart shuddered in her chest and her eyes darted to the multiple places that they could be coming from. She couldn't tell, all she knew was they were getting closer. Vague, horrific silhouettes flooded down a branching corridor towards her, and Alice screeched as she fired off three shots into the darkness and took off running, sounds that she'd never heard a living thing make erupting behind her. Pumping her arms and gasping for breath, she didn't dare fire a shot or look behind, she just kept running even though her lungs were burning for air.

Something that had once been a canine with tentacles and teeth in all the wrong places leapt out of the shadows to her left, bellowing hoarsely as it reached for her with gnarled limbs. Alice screamed and claws brushed past her shoulder, the thing illuminated in orange as she fired a blaster bolt into its face. It staggered backwards and Alice stumbled around it, then it joined the stampede of twisted shapes chasing after her. Her breaths were somewhere between gasps and screams, drowned out by the alarms and the howling of the horde behind. She could see the open doors at the end of the hallway, the lit room that she'd been looking for, it was so close but so was their rotting alien stench.

She threw herself into the room and smashed her ID badge into a control panel, the doors sliding closed just as the horde was illuminated by the glowlamps of the room. A loud slam on the other side of the door was accentuated by angry shrieks as claws scratched and deformed bodies rammed into the metal.

Alice gulped for air, staring aghast at the doors for a few moments before running to a systems console on the wall and opening a communications channel.

"Bridge control, this is Lieutenant Ploughman, do you copy?!" Alice called urgently, "Bridge control, do you re-"

The holographic display shimmered and a dark, wide-nosed face with beady yellow eyes flashed over the screen, snarling at her with a digital garble of static before the display went dead.

"Shit," Alice whispered, then another loud slam drew her attention to a large dent in the doors.

The doors wouldn't hold much longer. Not when those things thought fresh prey was on the other side.

She looked around for something, anything, that might give her a chance. She was in a small rec room for the nearby engineering personnel dormitories. There was little more than a couch, a flatscreen and a kitchen with a large conservator. The conservator gave her an idea. It was a long shot, but it was the best she had.

Alice went to work. The sounds of the creatures trying to break in made her jump and stop, but she gritted her teeth and told herself to work faster.

They were coming.

They were coming.