Disclaimer: Star Fox and all related characters and content belong to Nintendo and Shigeru Miyamoto. No profit is being made except for pure entertainment!

A/N: I had previously posted a story similar to this one a couple of years ago, but I didn't like how it turned out. But anyway, since there's no official origin story on Wolf O'Donnell (at least not yet), I decided to give a different spin to it. This is purely non-canon. Nothing but a dream that I had which turned into a plot bunny.

I hope you enjoy.

UPDATE: This story has undergone some major editing! I had a great source of help to make this even better. ;-)

o-o-o-o-o-o

Andross Internal Log

19:00 hours

James McCloud has foiled my plans. Corneria's beloved hero. Fools, the lot of them.

The Lylat System would have seen an uprising like no other if McCloud's shot in the dark missed-

o-o-o-o-o-o

Fox McCloud pondered over this blurb of information heavily for days. What plan had his father thwarted? He couldn't discover any leads regarding the matter in James's old mission files.

He was supposed to be relaxing with Falco, Slippy, and Krystal, but Fox was not one to sit still. He had failed to capture Star Wolf yet again. There had to be some clue to break Star Wolf's lucky streak. Perhaps it would even answer why Wolf was so obsessed with bringing down the McCloud legacy.

He had never met the lupine space pirate before in his life. His father never mentioned anyone like it. What happened to cause this obsessive desire to bring about their destruction?

Just as the vulpine decided to heed his stomach's angry demands for sustenance, the door to his quarters hissed signifying that someone was entering. He had a good idea of who that someone was in times like these.

"Hey, Fox. Aren't you going to join us? Krystal's honey-cinnamon cakes won't last long between Falco and Slippy." Peppy Hare invited.

"Hi there, Old Timer. I was just looking through some old stuff here, that's all." Fox wondered if he should even ask.

"Hmm. You look through the old stuff because there's something eating at your mind. You can't fool this old hare." Peppy joked knowing his good friend's son all too well. Fox was just like his father in so many ways. It was almost as if James never left.

Fox let an embarrassed blush bloom on his face. "Well, I..."

"And I see that I'm right again!" Peppy gloated.

"Okay, okay. You got me good. But actually, I was wondering if you would know anything about this data log that I found." Fox finally inquired in part to banish his embarrassment. He handed over the data pad to Peppy for careful inspection. "I think it may have something to do with Wolf or it may be nothing at all."

"Hmm." was Peppy's only response. Vague as it was, it brought back memories of the mission that James undertook all those years ago. If Andross had of succeeded, the Lylat System would've faced horrors untold.

"Well, Fox, in a way it does. The mission is real. The casualties were real. I know for certain that James's intuitions were never wrong."

o-o-o-o-o-o-o

Corneria had been monitoring Andross for months. The mad scientist was hording energy sources, technological merging process data, bio-weapon data, and genetic modification tools from various sources. All of their best intel agents worked tirelessly to make sense of Andross's acquirements and failed to produce a sensible conclusion. It was disturbingly different from Andross's usual tactics.

James McCloud was presented with an unprecedented assignment: to infiltrate Andross's headquarters and discover just what the mad ape was planning to unleash.

A true patriot, James leaped at the chance to save the planet that he was proud to serve.

It took James approximately 10 days to gather enough information to report back to Corneria, but it was nothing that anyone was prepared for.

Cyborgs. Andross was planning to unleash these powerful, unnatural beings upon the Lylat System.

With the new information gained, Corneria immediately planned a counter-assault.

The assault was successful. The manufacturing plant being razed to the ground signified the end of his insidious plot.

o-o-o-o-o-o

"But you know Fox, Andross always thought five steps ahead."

o-o-o-o-o-o

With the destruction of the plant, James McCloud was hailed as an interplanetary hero. The sole savior of the Lylat System.

The people lavished him with praises and adoration for his bravery. The Cornerian government rewarded him handsomely. But his newfound fame was an avenue for Andross's latest plot. A plot for vengeance.

It began with raids on space stations across the System. It was likely nothing more than anxious space pirates wanting to make a mess of things. It was nothing unheard of, but nothing too deadly either. The bandits needed to be dealt with regardless.

Corneria had yet again called upon James to rein in the hellions before their egos goaded them on any further. It took several days of searching, but continuous digging and patience led the hero to Fichina. Word spread about a highly valuable cargo shipment being held at the icy world's space port. That made it a prime target for the thieves. Due to Fichina's nearly constant inclement weather, it wasn't a particularly large or busy space port. Its main usage was mostly as a refueling station for both ships and pilots. Any spacecraft that wasn't staying long lifted off from the space port's stratos platform which resided in the upper atmosphere. Those who wished to rest landed on the planet itself.

Fichina was believed to be the best place for the cargo to rest before being moving on to its destination. Unfortunately, nothing is particularly safe from hungry, persistent bandits.

Fichina's terrain was mountainous in some regions, but also hosted flat tundras in others. This particular space port lied near an open, snowy field where other craft parked and their pilots were either resting or eating at the few diners at the station. That is where James had stationed himself: posing as a security guard patrolling the back lot that faced the open field.

James had assumed that these bandits would likely disguise themselves as average cargo haulers. He also knew how disturbingly easy it was to fabricate counterfeit ID cards. All they had to do was look the part and gain access by having their fake ID's scanned. The vulpine couldn't help letting an ironic chuckle escape him. The universe lives on a false sense of security. If they only knew how dangerous the worlds really are.

His thoughts were interrupted by activity near the back entrance. James was proud of his security officer disguise, but how did these fellows escape his eye? Were they already in hiding before he reached Fichina himself?

James began to take careful note of their appearance. It was a lone grey wolf skulking his way towards the snow covered shipyard.

It was difficult to believe, but it was likely that this lone wolf had masterminded the many raids across the System. But how could that be? He would need a team of some sort to be that successful.

It didn't appear that the lupine had noticed him yet, but James sure noticed him. Dark grey fur, deep purple eyes, a muscular build, and a short, white fur mohawk adorned the wolf's features. This guy was no pushover and he sure didn't look like an average cargo hauler either. He wore spiked knee pads over his pants, heavy boots, a black wife-beater with an armor enforced blue vest with spiked shoulder pads. No, not an average cargo hauler at all.

James gripped his own Blaster in preparation as he sensed that this potential opponent took no hostages. But James wasn't sure where the wolf's compatriots were at the moment. Were there any others or was it just him at the moment? The veteran vulpine was certain that this malevolent looking wolf had help. If he did, they were likely casing the inside of the space port searching for their victim. This was not good. James cursed his cockiness for assuming that these would be simple bandits looking for trouble.

He couldn't wait any longer. This stranger had to be confronted.

"You there! You seem to be lost. Can I help you find something?" James decided to keep it professional in case this guy was just an odd, but non-hostile person. He highly doubted that this wolf was up to anything good, but he had to be prepared for anything in his profession.

"Wolf O'Donnell. That's all that you need to know, pup."

James scoffed. Pup? Just where did this upstart come from? He'd ponder about that later as the grey lupine was on the attack.

He hardly had the time to react, but he dodged the curled blade aimed for his abdomen with a rapid jump backwards. He fluidly summoned his Blaster and fired a red projectile towards his opponent whom dodged it by hiding behind a conveniently parked spacecraft after a few defensive leaps backwards. James himself took cover while dodging the green bolts of energy flying towards him in a moderately slow succession. The bolts left deep score marks on the metal of his spacecraft shield. The blasts were somewhat slow, but powerful. His own Blaster fired far more rapidly and aimed to overwhelm his enemies with the constant assaults.

The vulpine and lupine played a dangerous game of tag. Both darting between the spacecraft and taking shots at one another all along the way. Their path of hecticness led them further from the back entrance of the port and more towards the emptier part of the field. Soon it would be just him and this errant lupine rumbling in the snowy fields.

But that thought brought about a query: why hadn't their scuffling sounded the alarms? If there were no alarms sounded, that must mean that Wolf's team had disabled the security systems inside the port.

This was not boding well whatsoever.

James was brought back to reality by a distracting metal beam being hurled past his face. Not that he lost concentration in times like these, but he wasn't entirely prepared for something like that either. His prediction came true as they were now out of spacecraft to hide behind and standing in the open snowy field.

Wolf was apparently tired of fighting from afar and decided to bring their fight closer to home. He charged his opponent with a predatory grin. He would have fun with this thing.

That was fine with the veteran vulpine. James was also skilled at hand-to-hand combat.

The lupine had sheathed his Blaster and unsheathed his lethal claws instead. So it would be hand-to-claw combat. That wasn't so fine after all.

The fox felt as if he was fighting something unnatural as he parried Wolf's blows and preventing himself from being gouged. He had to find something to adequately block Wolf's blades other than his forearms. He was certain that he wouldn't have forearms at this rate as they were bleeding quite profusely from the deep cuts they earned. What stamina and strength! James wasn't ridiculously powerful like those cartoon superheroes with overly large muscles, but no normal being should be able to fight this hard, this viciously for so long. He wasn't entirely sure of how he managed to keep up himself and he was no super-being either.

James balled his fists and attempted to land an uppercut to the lupine's chin which made contact, but Wolf countered with a leg to trip his enemy. James began falling forward which was exactly what Wolf hoped for.

Wolf had aimed a spiked knee pad towards his opponent's gut and missed only because James had managed to swerve his fall and side-stepped it. The fox may have dodged the brunt of the blow, but a nice stain of red had alerted Wolf that he had managed to pierce the fox's side. The vulpine retaliated with a well-aimed kick to the cranium, but his leg was caught by firm hands and he was tossed backwards. The veteran braced his fall by landing in a stooping position to ensure that he'd land upright and without breaking his legs upon impact.

James felt that it was time to bring out his Blaster once more, but he realized something disconcerting...His Blaster was no longer in its holster.

True to a bandit's nature, Wolf had swiped his opponent's weapon and discarded it somewhere without James ever knowing. It wasn't looking too good for him at this moment. Blood stained the snow blanketed grounds from their tussling. It was then that James noticed something a bit strange, this Wolf character didn't seem to have any bloodstains on him. The lupine's jaws should've been aching and throbbing, but Wolf looked just as smug as when they first met. What was the deal with this guy?

As Wolf advanced on his opponent, James had to think fast. What did he have left to use? He noted that Wolf's blaster had a gnarly blade attached to the end of it. It was the same blade that had given him many of the wounds he adorned now. That was his out.

His peripheral vision spotted a slight ditch in the field which the snow had outlined. If he could fake a bit of weakness, his ploy just might work.

James continued to edge backwards as if he intended to retreat and getting closer to that small ditch in the ground. Wolf was inching closer as James had hoped.

'Keep your eyes on the prey, Wolfie.' James mentally taunted.

As Wolf leapt in for the kill, the fox purposefully fell backwards and kicked out his legs while the lupine was in mid-flight. Both legs hit Wolf in the abdomen and thus threw the wolf off-balance and onto his stomach. During the confusion, James managed to wrestle the enemy's Blaster from its holster on Wolf's hip. He had intended to use it as a blunt object to render his opponent unconscious. The lupine turned unexpectedly before James had the chance to turn the weapon to its blunted end. Wolf's sudden lunge lodged the curved blade into his left eye socket.

James felt a brief twinge of guilt stab him. It was not in his plan to kill Wolf, but to capture and interrogate. But his opponent was surprisingly not deceased which gave James a reason to be concerned. It brought about the memory of his famous mission. It couldn't be...could it?

Wolf was writhing on the snow-covered ground and it was then that James noticed the strangest of all sights. Instead of blood and marred tissue where Wolf's eye used to be, there were sparking and severed circuits.

Before the stunned vulpine could react, a cruel and mocking voice called out to him.

"James McCloud. You thought that you won, but this is just the beginning of your turmoil."

"Andross! We've destroyed your facility. There's nothing left for you to unleash."

"True, but it's never wrong to hold onto a prototype."

"Prototype?" but James's question went unheeded as he noticed that somehow Wolf was no longer in sight. He had vanished along with Andross.

James could only stare in bewilderment and shock. He forgot all about the space port and the potential victims within.

o-o-o-o-o-o

"James believed that Andross was most likely trying to create an army of cyborg apes, but Corneria's attack destroyed the means for him to create them. Andross must've tested other animal DNA before moving on to his final drafts."

"So, Wolf is the first and only cyborg of Andross's would-be army?" Fox was astounded to say the least. "It makes sense though. Andross must've programmed Wolf for vengeance against the McCloud legacy starting with my father. That's why he's so obsessed with taking us down! Or at least, he was."

It was somewhat strange how Wolf's demeanor had changed so suddenly. Instead of doggedly hunting down the Star Fox team, Wolf seemed to be making a new name for himself after the mad ape was no more. Albeit, the name he had sewn was threaded with criminal activity.

Peppy continued his observations. "I'm willing to bet that Andross considered Wolf a failed creation. Andross was bigoted towards the other species. He couldn't have wanted anything other than ape cyborgs. So, in order to be rid of his failed creation, he likely hired Pigma and Leon so they could form a team and eventually be defeated by Corneria. A simple reprogramming would have Wolf believe it all too."

"Tch. Andross was always stringing others along." Fox grumbled. "In order to complete the ruse, he had to pay them for the 'work' that they did. And with his nephew briefly on the team, he couldn't exactly eliminate them as he pleased."

"The question that remains is: does Wolf know of his origins?" Peppy pondered.

"I'm not about to be the one who tells him." Fox insisted. "Maybe when we catch him, but I'm not bringing that up at all in the meantime!" It was also possible that the lupine mercenary already knew what he really was. The grey wolf was anything but naive.

Regardless, the Star Fox crew had a tough battle ahead of them.

o-o-o-o-o-o

Sargasso Space Station

For some reason, Wolf O'Donnell was feeling nostalgic. The lupine idly tapped on his upgraded eye patch which was integrated into his own systems. He was remembering the first time that he encountered a McCloud. It was on Fichina several years ago.

He remembered the fight that he had with James McCloud. It was James McCloud who he had grudgingly developed a sort of respect for. It was him who had took his eye. He had woken up in Andross's infirmary with a simple black eye-patch over his left eye. However, at that time, he didn't remember exactly how his eye had been taken, but it was definitely James who did the deed.

Wolf, forever being the snoop, decided to do some hacking to find the answers he'd been denied. What he found was more than what he'd ever anticipated.

He read it all. The plans, the materials and the Cornerian attack on the plant. He wasn't sure what to make of it all at first. Was everything he experienced of his own volition or Andross's programmed orders? Was his processor, or whatever he had for a brain, damaged during his fight with James McCloud? Was that why he couldn't remember what caused the loss of his eye?

He had wondered (not too deeply) why Andross regarded him with a barely restrained bitter countenance. Wolf hadn't cared and still didn't care what others wanted of him. He was looking out for number one. The mad ape had always referred to him as a rebel and a defect. Andross couldn't control him like he'd wanted and Wolf liked that. He'd play the game until Andross lost.

And Andross lost in the most sweetly ironic way. In fact, he lost to a McCloud. This younger fox was just as cocky as his father.

Wolf grinned.

He should probably thank the vulpine upstart. Once Andross was defeated, it was like an invisible fog lifted from his mind. His path was his own now. He was free to make a name for himself in his own way...but James's son wanted to play hero. Wolf no longer cared for bringing down the McCloud legacy, a goal that he was forced to aim towards, but it just so happened that his biggest obstacle was Fox McCloud.

"I will be the one to take you down."


A/N:

Well, there you have it. I hope that you enjoyed this little story. :-) Thanks to those who read!

UPDATE: A HUGE thank you to Nail Strafer for the writing tips!