A/N: This has got to be one of the longest fanfics I have ever written in my entire life. I started writing this in '98 after playing a game of Star Fox 64...who'd of thought it take this long to overcome my writers block. Maybe I was just lazy and that I didn't have the energy to complete my work. Anyway this used to be titled: Star Fox: Pandora Squadron, I have renamed it because I have made some changes to the original plot of the story that I came up with in the past. Anybody who is a Krystal fan will be disappointed as this story only consists of the Star Fox team dating during the Lylat Wars. Any fans out there who have played the original star fox series ten years ago, consider yourselves in for a real treat because this story dates history of my work I hope you enjoy this stories journey as much as I have.

Star Fox is property of Nintendo. All ideas of this story are property of the author.

Star Fox: Fox of Pandora

By:Chrono Reaper

***Special Thanks to Star Fox Runner***

Prologue – "Past Tense"

Cornerian Airbase /18:00 CSD / 1 Year Before Lylat Wars

Rays from Lylat's star glared off Fox McCloud's shades as he walked along the landing strip of the Cornerian spaceport. Waves of heat coming from the surface of the blacktop evaporated into the air as roaring sounds like distant thunder grew louder from interstellar aircraft as they took off from the runway. A blast of wind rushed by as they strafed past him, soaring over the morning sky. Even as a pilot, Fox's eyes gazed over the fighter in flight, leaving vibrant contrails of green from its plasma engines, exuding the perfect take-off by Corneria's finest pilots. It would soon be his turn as he walked towards a large hangar containing Star Fox's trademark fighters, which were dry docked for maintenance.

A draft of summer air brushed against Fox's orange and white fur from the entrance of the dim hangar from the morning sunlight reaching inside. He stared at his five winged babies parked inside, away from obstructing mechanics franticly working on other aircraft under a busy schedule.

The reflection of a brown fennec fox could be seen from the inside view of the Arwing. Fara sat in the cockpit as she was performing a maintenance check. "Almost gave me a scare Fox. For a sec I thought you were Fay," she turned around to see the orange and white fox place his hand on her cheek.

"I thought I would find you here." Fox replied. "What are you doing?"

She turned around, seating herself back in the correct position as she pointed towards the HUD's status of the Arwing's schematics. Fox leaned in closer, his face almost touching hers, to view the HUD.

"After your last ride...I have been making some changes with the shield output. I have found out that the way we used to have the G-Diffuser work, we had to readjust the gravity to make the craft more maneuverable. But we have totally forgotten how much power they posses. Theoretically, the more force of gravity that is put on the Arwing's G-Diffuser, the stronger it gets. By harnessing the power supply from them, I was able to boost the Arwing's shield output by twenty-five percent! You can fly near the proximity of a supernovae, and it will be enough to block out all the radiation that would normally be harmful to us and the ship."

"That seems rather impressive, Fara." Said Fox.

"It has to be," said Fara, "seeing how I was the one who perfected these babies to surpass any fighter in the galaxy. I'd also hate to fall into a black hole and not pull out."

"I guess your right." Fox chuckled.

The sun rose over the black tarmac outside the hangar, reflecting the light off the parked space fighters into Fox's eyes as he stared towards the people outside holding their light sticks as they signaled the ships to take off one after the other. Fox changed the subject, "I wonder when it will be our turn to be up there Fara?"

"Huh?" she asked.

"Just you and me on a mission." said Fox. "Why can't it be somewhere pleasant, like Aquas or Fortuna?"

Fara turned around to face Fox, "Yeah, and I can go work on my tan as we hit the waves?"

"I wouldn't think of any other place besides there." Said Fox. "While the planet is still untouched by the hands of Andross, we can play some volley ball, have some martini's, I even have this perfect bikini for you."

Fara squinted, "Keep dreaming sure-shot."

"Yeah, I guess your right..." Fox's head landed back to real life. "You can't blame a guy for dreaming"

"Almost!" Fara exclaimed typing on a miniature computer connected to the cockpits heads up display. On the screen was the coding of all the commands for the override, which would allow the Arwings to use the extra power of the G-Diffuser system. "Got it!" She ventilated, "These aren't like the old SFX Arwings I used to work on, these babies have a more sophisticated G-Diffuser built in them, but for some reason they are left with the same amount of usage as the old ones, and still have enough juice to run something else... UPGRADES! What is the world coming too?"

"Intergalactic peace?" Fox said

" More like war to be exact, something Corneria has been seeing more and more with Andorss's ongoing attempts to invade this system. We have been trying so desperately to hold on." Fara dropped her mini computer on the leathery seat inside the Arwing's cockpit and climbed down.

Fox climbed down the ladder and walked close to Fara. "The feeling is mutual," he placed his hand on her shoulder, "It seems like forever since the death of my father, I felt so much anger and thought the only way to avenge him was through killing Andross, yet there was nothing I could do. I've learned to move on and accept what I have in front of me.

"What would that be?" Fara asked.

"You Fara..."

Fara leaned over standing on her toes to match his eye level. "I'm glad I have someone like you to put up with me." The two left the hangar, walking in the distance, leaving their silhouettes in the bright sun.

Sector Y, Nearing Eledard / 23:00 CSD / 2 Years After Lylat Wars

"This is Husky One to Blue One, reporting in." the sound of radio chat was all that could be heard as a squadron of space fighters protected a large Cornerian freighter in the depths of space.

"Husky One, this is Blue One, roger that, we have you on radar, what is your current status?" A reply on the radio came in, informing the squadron where they were coming from.

"We are about twelve space meters from your current position," said the lead pilot, "We are forming cover on your twelve." The lead pilot, Husky One stayed relaxed in the seat of his cockpit with one hand on the flight stick. For any other pilot, leading a squadron of fighters on a support mission would be downright terrifying. He looked at his reflection in the cockpit window, a canid figure in gray fur, with a green pilot's helmet marked with a yellow arrow mounted on his head. His eyes were hidden underneath the dark shaded visor over his helmet hiding some truth under the identity of what the color of his eyes were.

"Copy that Husky One, it seems we all made it out from our warp jump...hold your position and await orders for realignment for next warp jump toward Eladard, ETA four 'o' eight hundred hours, Blue One over and out."

He watched the Cornerian freighter being safely covered by fifteen of the most skilled pilots in the system as they moved toward Eladard, for reasons confidential to the Unit, except for what they had been briefed as "special op". It didn't occur to him that no one was watching him as well. He breathed in a cold whiff of recycled air as his throat un-atoned to the bitter feeling that something bad was about to happen. "I have a bad feeling about this." he said under his breath as recycled air was ex hailed from the bottom of his lungs. He wanted to check and make sure it wasn't "suppressed paranoia" from the stress over the past few weeks off at Katina. He looked at the soliton radar to make sure that there wasn't any suspicious activity coming from their current position. "Everything looks fine..." his paranoia was starting to get to him.

"Are you alright, 'Sir'", a female voice was heard from the comm channel from his squadron.

Husky One looked at his right side to see the canid female space pilot talking to him from the other fighter. "When this is over... I'm looking forward to a little siesta."

The wingman replied laughing over the comm along with the rest of his squadron. They all deserved a hard earned rest after patrolling alongside the freighter as 'precious cargo' for the past 16 hours. The female pilot replied, "hahah, I hear you on that, I'll buy you a drink once we head back to the base."

"Copy that Husky Two," said the lead pilot. "I wish I was a confidant as she is...but I guess that is because she is a pilot not a division leader. Man, I remembered a time like that when I was still a young kid and I was green back in the good old academy years, I wonder how my old friend is doing?"

"Husky One, this is Blue One, we have something!" said the captain of the Cornerian Freighter over the radio.

"Copy that Blue One what is your status?"

"I am picking up two blips coming at our nine sir, and closing in, do you have confirmation?"

"This is Husky Two, negative I have nothing but gray over here Captain, what about you?"

Husky One looked at his radar, nothing was there. "Blue One, are you absolutely sure you have positive readings on your radar?"

"I'm positive, they are coming in fast bearing fifteen hundred space meters at our location."

Husky One swiveled his neck towards his nine 'o' clock seeing nothing but absolute void with a sea of stars over the blackness of space. If it were indeed an enemy vessel it would have given its position away as a silhouette in the distance. "No joy, I'm not picking up any visual on the target."

"Target is continuing its course seven hundred space meters from our position."

A bleep noise was heard from the lead pilots radar as the two bleeps came into his viewfinder. "I'm getting visual on the target..." he looked back again at his nine. "Where the hell is it!"

"Targeting is speeding up, bearing four hundred and closing."

"Whatever that thing is it can't be your everyday Venomian space fighter that's for sure." said Husky Two as she got visual over the target as well.

"Two hundred and closing!"

"What are your orders Captain?" said Husky Two.

Husky One paused and answered, "Husky's Six through Eleven I want you to check out whatever the hell it is on the double. Weapons safety on, take action only if fired upon, understood?"

"Copy that, were on it!"

"Something that can only be detected on radar but not shown visually, can only mean two things. Either there is something out there that is causing some jamming interference or this is going to be some hellish nightmare."

The fighters looked on ahead as Husky One and the rest of the squadron stayed with the freighter as back up. The two and a half minutes that rolled slowly by put Husky One in an unconformable wait as the bad vibes around him were putting him in a downward spiral. "Husky Six what is your status?

"We are just about to cross over the threshold sir, everything seems to be quiet over here. Blips are still on the screen; they are dead centered on our radar we should be around here... wait! That's strange..."

"What is it Husky Six?"

"They seemed to have stopped and they have disappeared from our screens."

Husky Two looked at the bottom of her viewfinder, "They have disappeared as well...Where the hell would they have gone!"

"Wait!" Husky Six's voice was heard from the comm. "What the..." Crackling sounds were being heard from inside Husky Six's cockpit.

"Husky Six, what's going on over there?"

Silence.

"Husky Six through Husky Eleven please respond!"

Nothing was heard on the comm, except for something that sounded very familiar to Husky One. The sounds of a space fighter inside the cockpit as it was shot down, loosing hull integrity and sucked apart from the vacuum of space.

"What the hell is going on?"

"Sir the blips have disappeared from our screen again," relayed Husky Two.

Husky One glimpsed a streak of green light reigning down on his right side hitting his wingman with overpowering destruction.

"Ugh, I've been hit! I can't maintain control over my craft, I'm sorry Bi..."

He looked at his side to see the side of his female companion take the full brunt of the beam causing her fighter to blow up, with only the few moments of the pilots life left before her ship was torn into shards of twisted metal, ejecting the pilot form her seat out into the vacuum of space.

"Noooo!" Husky One's voice was heard yelling as his closet friend died instantly from the destructive power. All of the fighters broke off in disarray as the unknown bogeys were picking off their prey one at a time with streaks of laser coming out of nowhere.

"Dammit, where the heck is it coming from!" yelled one of the pilots, "UHHAAAAAHHHH!'

"This is Husky Unit we are taking severe casualties, repeat we are taking severe casualties, flee the designated area and call an emergency broadcast as we try to hold them off here!" Husky One knew what it meant after he said that. To live off the mission until the end, regardless whether you make it out alive or not. Something he was briefed many times before, but he never thought it would ever happen. With all his remaining squadron gone he was left alone to squander and fight a hopeless dogfight over something that was totally against his odds. "You copy Blue One? Retreat on the double and ready for jump!"

"Copy that, 'All hands set emergency power to auxiliary and open up the warp hole!'" Said Blue One fanatically, trying to get things straightened out.

Husky one had no visual on the target but all he could see were dots appearing and disappearing from his viewfinder. All he could do was buck and weave through the lasers being fired at him. With all the strength and skill from his training, it was all he could do until he could find a way to get them off him. "Guess I'm the only one left...might as well send a burst transmission and pray someone hears this, or it will be all for nothing..." Husky One opened up a burst transmission frequency, "To all spacecraft who is listening on this burst transmission...this is Captain Bill Grey of Husky Unit. We are under attack! I repeat we are under attack! My squadron has been decimated and our support mission has failed, I repeat our "special ops" has been compromised. The coordinates from our checkpoint are quadrants 160,5492,6438, one parsec from our designated area. Requesting Immediate back up from our location!" Pings and sounds of metal coming loose from his fighter as it took severe damage from the fire of the enemies' powerful beams. They were getting closer as he tried everything he had to evade, "I don't know how much longer I can last here, over and out!" Bill ended the transmission as warning lights started flashing; he looked at his status monitor.

"Aileron controls at 12, Hull Integrity at 10, Power Reserves flat lined, shields flat lined, Imminent Failure."

Bill tried pulling on his ejection lever to dismember his cockpit in an attempt to survive.

"Ejection systems malfunction!" said a computer female voice from his cockpit systems.

"Glad to see thing going my way," he said sarcastically. "I always knew things were going to end like this..." He tried pulling his stuck ejection handle again, after his engines went up in flames. "Come on I'm not going to die in this ass warmer!" Bill released the end of his foot off the yaw pedals and slammed on the end of the ejection handle with success, separating himself from the body of the craft. His entire fighter was shot to hell as his cockpit drifted into space. He looked on helplessly as the invisible fighters disabled the freighters engines. "There goes one escape plan straight to hell." Five minutes passed by as the only sounds from Bill's cockpit were the distress beacons and limited recycled air running on emergency reserves. If he didn't get picked up in a few hours, he'll have wished he had perished in a pyre of flames. The stars beaming down their constant light on his cockpit began to dim and Bill looked over head from above to see a large Venomian Carrier ship hover over him. "I guess I don't have to worry about not having company." he said as the carrier picked him up along with the freighter already being pulled in their docking bay by its tractor beam. "Its time I pay my guests a welcome visit."

Great Fox / Nearing Solar / 24:00 CST / 2 Years Earlier

Fox squinted his eyes from looking at the vibrant red genesis planet Solar, shining through the Great Fox's view ports. The faint glowing aura filled his dark cabin resembling almost morning staring out from the spectacular view of space between a few inches of clear metal. It had nearly been twenty four hours he had been asleep after saving Lylat from Andross, and the Cornerian army once again owed their thanks to the Star Fox Team. But the mercenary team was not always like this.

Fox didn't have much of a mother in his early life. It wasn't until that one fateful morning on her way to the base that she died in an explosion from a car bomb that Andross carefully rigged underneath James's car. After seeing the events unfold before him, Fox McCloud's father, James was left to look after him. Fox spent most of his early life in the Cornerian Academy, training to become a great pilot like his father, so that one day they would go into business as mercenaries together. Five years later James was reported killed in action when monitoring planetary activity on the planet Venom were Andross was exiled to. Fox was in hell, now living with his godfather, Peppy Hare on the planet Papetoon until sometime when he returned to Corneria for evaluation with Fara Phoenix.

Fara changed his life for the better. If it wasn't for her he didn't know what he would do. From the first moments they worked together, they were already getting close to one another. Being with her always set his heart on fire. When she joined Star Fox, he knew that she was a keeper, someone who would be with him till the very end. Being chief engineer of Space Dynamics R&D, she was the one that pounded lesson after lesson on the prototype SFX Arwings during the first wave of Venomian attacks of the Lylat Wars.

He looked to his side to still see Fara in bed partially covered underneath the bed sheets. It wasn't for their successful victory that they made love under the stars; it was a promise to Fara that after they had completed their mission they would retire, and get married. He was planning that after they got back to Corneria, Fox and Fara could start their lives together and hand leadership over to Falco. With Andross destroyed and the team out of a job with no work anytime soon, he had little interest of keeping this mercenary act up. "My father would understand." Fox thought when he thought about what his father might say to him when he said why he would retire. James McCloud always wanted what was best for his son, no matter what he wanted to be. It seemed only yesterday that he could remember lying on the grass with his head resting on Fara's lap, gazing towards the clouds on a hot Cornerian summer day. It was their first date at the Film Festival. Fox proposing to Fara on the shores of Corneria, and saving the galaxy from the brink of total annihilation, if only his father could see him now. This should have been the happiest moment of his life. He was about to marry the woman he had a crush on since the academy, so why did he feel so uneasy?

Fox got out of bed, staring at his cabin view of space that lay before him. In one corner of his view he saw the 'Y' shaped yellowish blue nebula in the Sector Y region in the distance. On the mid left in near the corner was the genesis planet Solar. What a spectacular view, as the colors between them glowed together like oil and water. "There is always something different in space...how many star system besides this one are there? How many are there that are like us, trying to save themselves from the brink of extinction?" A cold hand was placed on Fox's shoulder. Fox was greeted by the soft embrace of his lover beside him, gazing at the spectacular view.

"Come back to bed Fox...You'll need your strength for tomorrow."