This story follows Star Fox and Star Wolf, As they discover new threats that arise within the Lylat System and in the lawless Strattus System.

New, powerful villains will arise and Lylat's very core will be pushed to its breaking point.

Friends and foes both old and new will collide, new alliances will be formed and old ones will crumble away.

In spite of all this, there is an even greater threat... one that could destroy them from the inside out. Betrayal, envy and wrath will shatter through the darkness of space.

Will Fox and Wolf be able to work together for once to save the Lylat system? Or will everything come to an end, leaving chaos and disorder to reign?


June 2018 Update:

Heya everyone! It has been forever since I have updated this and I apologize for that. I have had writers block for the longest time now. There is no excuse for this. I've letdown myself and my fans.

I want to re-write Part 2. Now to any of you who read the original a long while ago that may seem silly or crazy. But for me I think this is necessary. I wasn't happy with a couple chapters that I had originally written. Plus, ontop of that, I was writing from a completely different point of view when I shifted from first person to third person. Therefore all chapters will now be in first person but instead of one characters perspective it'll be multiple characters over the course of the story.

This will work out similarly to how George R.R. Martin writes out his epic saga A Song of Ice and Fire, in that each chapter will be from the perspective of a single character. This will allow me to make the fanfiction even better and make it the story that I want to tell. Deeper, more personal and more insight into the emotions, sufferings and outcomes of everyone involved. I hope that you all will enjoy the soon to be remastered story of The Darkside of Star Fox Part 2: Seething Betrayal. I surely will.

Lastly, for those that are wondering if I'll rewrite part 1, probably not. I love the story I have created and despite my improvement as a writer and as a person, I think I should leave part 1 the way it is, at least for now. I have alot that I would love to write but for now my main literacy focus is going to be part 2. I have 8 parts I want to do that are basically going to be my fanfictions life work assuming I do them all. Technically that could be 11 parts but 3 parts are unneeded. As I said, I have alot I could write or would love to write but that will be in the future.

In conclusion, my fire and spark for writing has returned and I hope to gain new fans and new readers. I am determined to write everyday again, even if it is small progress. To those very few of you who've stuck around so long, thanks so much. I will be proud to write for all of you again.

Lastly, if you haven't read part 1 of this story, that is okay. You could start from this one. Although I would recommend going back and reading part 1, anyone can enjoy the story starting from this point. If you do you'll only be missing a few plot points and new character's first apperances and references. This fanfic is basically set after Star Fox Assault, approximately two in a half years after it. Star Fox Command isn't canon as far as this story is concerned.

Thank you and enjoy.

~SmashFan


Prologue: Six Months After The Great Sauria War


Fox McCloud I


The weather is sweltering hot. I can feel a warm summer breeze comb through my hair, messing it up ever so slightly. The sunlight is beautiful, yet glaring as it casts its aura on Corneria's vast oceanic horizon and spreads a cascade of soft velvet sheets throughout the evening sky. But I cannot focus on it for any longer than a couple of seconds before a migraine begins to creep its way forward. It doesn't take very long at all for the depth of my mind to wander to dark thoughts. Nightmares about the trauma and pain that I have gone through these past few days spurn threw me. Specks of sorrow, loss and failure, wedged between plates of guilt, frustration and anger.

I'm wearing my best dress suit, sitting in a rather uncomfortable chair painted with what looks like a creamy mushroom soup, wishing that I was someplace else. Or better yet, in another time... one that didn't involve the death of one of my closest comrades. This all still feels like a freaking nightmare, like my mind still hasn't fully grasped the reality that I find myself living in. My shirt is a dull and depressing hue of magenta with beige buttons and a sleek royal blue tie. Even so it was the nicest color to match my suit of charcoal blazed fabric, or so my girlfriend had insisted.

I was honestly fine with how it looked. My mind is on something much more important, the fact that it hides my recent battle wound from everyone else around me. That, in the very least, makes me feel as secure as I possibly can, if only for a little while. About fifteen feet in front of me, a speaker is addressing the crowd at this funeral. But I only hear about half of what he's saying before my mind begins to dwell on what brought me here to begin with.

Five days ago a massive terrorist attack occurred in the heart of Corneria City. If only I could have stopped it... if only she had foreseen it dammit!

No...no I cannot blame her, that isn't right. I refuse to rebuke her, if anything its myself whom I blame and no one else... no one else except the bastard who did this. I just wish that I could stop punishing myself for being so stupid and rash. I am usually very self-restrained but I wasn't in a right mindset at the time, both mentally and physically. If only I had been in more control of my emotions... we could have saved him. I could have saved everyone...

None of us did anything wrong... it just feels that way out of emotional trauma. I seem to have the facts straight in my head but when it comes to my heart, the information shatters and shreds through flesh dangerously like broken glass. Damn him... damn Gatorbile to hell. All that I could seem to focus on for these past few days and nights was hate. Hatred for the monster that we didn't stop until it was too late. Distrust and misunderstandings still abounded among Corneria's security forces as dozens of questions were still unanswered. For me though, it seemed that most of my hostility was with within.

Yes, we captured Gatorbile... but the cost was too damn great. Thousands of Cornerian civilians and government workers were dead, hundreds were wounded and dozens were still unaccounted for. They were still pulling out bodies from the rubble, a process that'd likely take another couple of weeks to complete. The death-count just seemed to rise higher and faster, every day like a erupting volcano, surging out destruction. One of the first bodies that they confirmed dead... was one of my best friends and a major ally to the good in this star system as a whole. He had been seen by several survivors going into the building... but he never came out. Thinking of him I begin to cry lightly and remember why I am here.

'I cannot focus on hate...' I think to myself as I regain my self awareness. 'This is his day, a day to memorialize one of my greatest friends... and to honor him.'

To my right is Falco Lombardi, my closest friend and ally. He's also garbed in a tuxedo as black as night that somehow shimmered in the late afternoon sun. He is equipped with a ivory shirt with shining silver buttons that probably cost quite a bit of money. He also had a crimson clip-on tie that had an ornate letter F engraved on it with a golden trim that evened everything else out. It is a great tie but I feel as though Falco wore it in part, to show off, if only a little bit. I admire him for it.

I feel someone touch my left hand and notice that it's Krystal. She stares at me briefly and smiles.

She's wearing a simple yet very beautiful onyx-dyed dress that seems to be made from sharpclaw scales, even though it obviously wasn't. She also has her royal Cerinian necklace around her neck, which is dotted with blue pearls and strung with flecks of gold and ivory. She's also equipped with a single bracelet on her left hand, made from two simple rings of an unknown type of wood and bound together with smoke-colored fabric. The green texture that is woven into the material seems to glow very faintly.

'Even though she's smiling and dressed so majestically she's torn up inside. Like the rest of us she's trying to cope with the impossible...' I think bitterly.

Something weighted, yet small in stature, is in my jacket pocket. I take it out with my right hand and stare at it with awe. Despite it being older than me, it hasn't lost its distinct shimmer.

'His Star Fox badge...' The memories then begin flowing through me like a raging river.

"Do a barrel roll!"

"Never give up!"

"Trust your instincts!"

I can still hear his voice in deep within my heart... my world instantly gets somewhat cloudy and a few tears escape me. As I wipe them away I begin to greatly admire the fine details on the small piece of silver in front of me. The slight scrapes showed signs of use, the silver sheen is somewhat tarnished within the details of the wings. Despite that though, it doesn't have a hint of rust on the surface.

A sudden burst of words that come from the podium get my attention as I stare at the coffin several yards to my right.

"Now, we shall have the members of Star Fox come up to tell us their fondest memories of this brilliant man." The speaker says with a hint of eagerness.

I turn to face Falco. I notice that he has a few notes in his feathers as he begins to stand.

He walks towards the podium slowly, giving the aging speaker time to sit down. As he clears his throat, I'm listening intently for what he's going to say. A silence covers the crowd as Falco begins to speak.

"He..." Falco seems to hesitate for a couple seconds, "...was a good soldier. A fantastic one back in his prime actually. But even though he had a great career, it wasn't his strongest focus in life. He had the amazing ability to know exactly how you were feeling on any given day. He always knew what to say to give you mental and emotional strength, which allowed him to light up the spirit of anyone that was close to him. I'll never forget the vacation that our team had on Fortuna shortly after the Lylat Wars. It was truly the best time that we had together, both as a team and as individuals. Back when everything was perfect..."

His voice starts to tremble as he nears the end of his speech. "He tried to guide me through my life's problems so many times. However I rarely listened to his advice and didn't take much of in until it was too late. I am so sorry for that. I know that he would forgive me if he was standing among us today. Because that's just the type of person he was, warm and affectionate. And he'll always be in our hearts, leading us towards a even brighter future."

He wipes his eyes, if only for a split second, before coming down from the podium.

'Great speech...' I think with a hint of nostalgia. 'Fortuna... James Grant... We were all so happy then... including her.'

I glance around a little bit and notice that it's Slippy's turn to make his eulogy. He's wearing a simple tuxedo, seemingly dusted with rain clouds on its surface. Accompanying it is a flashy yet sour canary splotched dress shirt. It looks ugly as heck, but I don't give it a second thought once he begins to tap the microphone. A decent amount of feedback spills forth and I cover my pained ears. I sigh inside as he finally starts to talk.

"Sorry about that," Slippy begins, coughing slightly. "Just had to make sure it was on, heh. Anyway this wise old man was a close friend to all of us here. He was seemingly able to overcome every hardship that he faced, no matter how much the odds were stacked against him. He was very kind and thoughtful towards everyone he met, even complete strangers and weirdos."

An awkward silence fills the air as he continues. "Um... my fondest memory of him was when I was just a boy. It was a special day when I met him, the original Star Fox team was just formed and approved by General Pepper himself about a week before that. On that day... He gave me this wrench."

He pulls a stained, rustic tool out of his pocket and holds it up high above his head in a proud and bizarre manner. A process which causes his body to seemingly tilt very unnaturally.

"We will always need more people like him in the Lylat System." Slippy almost shouts enthusiastically. "He gave me the strength and courage to fulfill my childhood dream, something I could never have done on my own. I'll miss him deeply, there will never be another one like him in my lifetime."

After he's done, I see him waddle back to his seat beside Krystal as he tries to stop the waterfalls streaming from his pupils. No luck there it seems. Krystal closes her eyes for a few seconds and then slowly rises up in an elegent manner to pay her respects. Her hair is longer than it was six months ago. It has grown out to her shoulders and looks so majestic. I blush slightly as she struggles to keep the breeze from messing up her hair. I think she noticed.

"I didn't know him for nearly as long as the rest of my team did," She speaks in a calm, almost spellbinding voice as she begins her memoir. "In the time I was acquainted with him however, I could tell that he was a very special soul, one that was always enthusiastic about life. When I first met him he showed me a sense of respect that I had never felt from a foreigner before. He taught me how to control my hatred for my parent's untimely deaths. Without his sympathetic and timely knowledge that he gave to me, I can honestly say that I would not be alive today. I would have screwed up my own life badly, pursuing a life of vengeance rather than one of justice."

She pauses for a few seconds before proceeding in an hauntingly beautiful tone. "He could have retired years ago but he stuck with us... until the very end. I will always be thankful to him, for he saved my life through his supportive words and amazing willpower. His dedication and bravery will continue to live on, through me and everyone else whom he loved like his own children."

There is a light applause from the crowd as Krystal steps down from the raised platform. She places a single white rose on the coffin and sits beside me.

"That was a great eulogy." I whisper to Krystal with a couple tears in my eyes. "Peppy would have loved to hear it."

"I'm glad it could soothe you." She replies with a melancholy tone.

Time seems to slow down, if only for a little bit. So much so that I didn't notice that our newest team member standing on the podium. He's quite a tall, for a dingo. Lean but not too muscular. The young Venomian sniper that helped us out greatly when Scales attacked Corneria during the last war has proved himself to be a great addition to the team. Also his piloting skills are top-notch and he could have easily rivaled me during my prime. He's about the same age I was when I took leadership over Star Fox. After my... father's passing. I turn my head towards the new recruit and listen to his speech.

"Yeah, he was a nice fellow... most of the time."

There's a slight pause of awkward silence before Diego continues. "I uh... hardly knew him. But I could tell ya all here that he cared about the people he served. One of the first things he taught me was, 'Diego, you must protect the ones you love from any threat, including those things that are closest to you.' I'll never forget that, for those are the very words that I strive to live by. I'm sorry that he is no longer with us, truly. However I am not saddened because I know that his legacy will live on through each and everyone one of us here today. We will never forget the impact that he had on all of our lives. And how he will strengthen our future. We will not be broken."

There is another polite applause as Diego sits down beside Slippy. Diego may not say it aloud, but I could tell that he was uncomfortable and slightly agitated. I didn't notice for long however, as it was my turn to speak in front of the crowd.

The wind has picked up a little bit now, I can smell the warm grass beneath my shoes and feel the burning aura of sunlight on my ears and shoulders. I'm still quite nervous about speaking in front of this decently sized group of people, but my thoughts quickly focus on the present and what I must do. My left shoulder begins to ache and itch. I try my best to ignore it.

'Honor him...' I tell myself, 'His life was one of integrity... let everyone here know what he's done for you... for the Lylat System.'

I sit up quickly and slowly approach the small stage. It smells like fresh oak but not in an overpowering way. I pull a few worn pieces of paper from my pants pocket and start to recite my speech.

"Peppy Hare was... by all accounts... my father's most loyal and trusted friend," I begin with a confident voice, looking at my team and the crowd as I speak. "When my father died... I was in a very dark place. I was utterly crushed with the chaos that began The Lylat Wars. I didn't know what to do... I was paralyzed by fear and my own hatred for my father's killer."

I point at the coffin as I carry on. "But he knew. He knew exactly what to do. My father was like a brother to Peppy, so I knew that at the time, Peppy must have been in as much pain as I was. But he was focused on the task at hand, the task of stopping a very powerful force from destroying everything that we held dear. But it wasn't as if he was blocking out all of his emotions. Just the opposite in fact, he was channeling them. It was a tough fight and a brutal war for us all... one that I only made it through because of my friends... and because of him."

Everyone stares at me contently as I continue. "I also want to thank all of you in attendance... for coming out here today. I know that you're all here out of the goodness of your own hearts... and I know that Peppy would be so happy to see all of you here, honoring and remembering his great name. Peppy Hare saved my life more times than I can count... and he saved each and every citizen of the Lylat System as well. And on my honor, I will do the same and protect this great civilization of ours for as long as I live. Thank you."

There is a loud applause as I step down from the stage. I shake the speakers hand and compliment him on his eulogy. He smells like a thick bristled cologne mixed with some kind of blackberry. It's almost strong enough to make my eyes water but I force them away.

The rest of the funeral is a blur of myself giving comforting hugs various relatives and acquaintances and having reassuring statements returned to me. Peppy's daughter... her young son. His old friends from his corp, most of them unable to walk without a cane or two. Along with numerous others whom I don't even know. As the crowd begins to dissipate however, I could have sworn that I saw Nikki in the back row, talking on a communication device. Just as I am about to say something however, Krystal holds onto my hand.

"Hey," Krystal's voice grabs my attention as she affectionately grabs onto my arm. "Are you okay?"

"I'm fine..." I assure her with a neutral distracted tone. "I just... this day has been like a bad dream is all."

As I stare at Peppy's Holosphere displayed above his recently submerged coffin, a vivid and recent memory passes before me.

The Holosphere reads:

In Loving Memory of Peppy Hare ~ Husband, Father, Senior Member of Star Fox ~ February 18th 2296 to June 21st 2355


The air feels very thick. So much so that I can barely breathe. My mind is focused on the task at hand and not much else, causing my temple to pound mercilessly. My whole body aches. I haven't slept for nearly two days. But there is no time for me to rest now. I'm flying in my arwing, my muscles are as tense as they could possibly be without snapping in half.

Three days ago, while Peppy was visiting his family in Corneria City, he was kidnapped by four masked criminals. News has been spreading far and wide about the planetary manhunt for the kidnappers, as well as various rescue operations that the Cornerian government has been carrying out. As of this moment, no official leads have turned up. No one, it seemed, knew who the thugs were or what they wanted.

But I knew the truth, my team also did. Gatorbile was still alive... he was out there somewhere. He's the only one who still has a massive grudge against us and Corneria as a whole, that we know of. He is also the last of Scales' elite squad that was left unaccounted for after the Great Sauria War, as it has come to be known. It may have been a gamble to assume that it was him but we had no other option. There was little time for hesitation. Every hour felt like days as Peppy's life hung in the balance.

I don't know if it was luck or by fate itself, but we managed to find where Gatorbile was hiding out, due to our investigative work and Krystal's intuition. Slippy found an online financial trail on a suspected accomplice, while Falco and I diligently checked every damn holocam in the city.

It... is probably rash, hell I know it is. But before we told the Cornerian government our findings, I ran towards the Great Fox II's hanger bay, where my arwing was held. I ignored countless cries of disapproval from various members of my team as I turned on my engines and took off.

Now I'm flying to the outskirts of Corneria City, towards small military base that's been abandoned since the war... Gatorbile is there. The underground money trail led to this place. The Cornerian army probably sent a squadron by now, I have three minutes tops before he realizes that we're onto him.

'I'm not going to let that cowardly bastard slip away again...' I think bitterly as I land my arwing outside of the base and leap out of the cockpit.

I draw my blaster as I make my approach. The building is rather small, a simple rectangle in shape and form, approximately thirty feet high and a few hundred feet in width. I begin to breathe normally again as I approach one of the many doors. Thankfully, its unlocked.

'Does he know I'm coming?' I ask myself as the door opens with a loud crack. 'Crap... well he does now.'

I run into the base, it's a massive industrialized room with shelves and boxes of abandoned electronic hardware scattered throughout it, which act like walls as they nearly touch the ceiling. They've been arranged in a very crude manner, almost as if it was done recently. The smell of blood and death is thick in the air, making it more difficult for me to breathe easily once again.

"Oh please god no..." I whisper as my hands begin to tremble.

I begin to walk through the metal path at a decent pace. The stench of decay only grows stronger. That's when I spot it and I nearly shout. A recently severed, rotting forearm is on the floor, surrounded by a small pool of blood. It's torn at the joint, I can't tell if it was ripped apart by some kind of tool... or no wait... as I crouch to examine it closer I notice... bite marks?

All of a sudden I hear a horrid laugh, one that causes my nerves to jolt in surprise. I tilt my head upwards just in time to notice that Gatorbile is jumping down from a platform above me. I try to roll out of the way, but he slams into me and loses his balance. We both go crashing into a nearby shelf, crushing and scattering the electronic gadgetry beneath us.

My blaster flies out of my hands as I struggle to gain a foothold on the surprise attack. I punch Gatorbile in the gut a few times but he's still on top of me. A gash of pain enters my left shoulder as he bites down on it hard. I scream. Desperate, I find a piece of hardware that feels like a datapad and smash it against the side of his head, which causes him to curse and cry out in brief agony.

I use the moment to send my knee into his side, which gives me enough leverage to roll out of the storage area. I stand up, clutching my wounded shoulder which feels like its on fire. I cannot find my blaster anywhere at all, the room feels like its tilting. But as I'm quickly looking around... I see two dead bodies on the floor around me. They've all been mutilated and torn apart. One body has most of its abdomen completely gone, its innards sprawled across the floor like a mosaic painting. I lose my lunch at the sight of it as I realize where the stench is coming from.

Gatorbile laughs again as he stands up and its only then that I notice his mouth and hands are covered in blood, both dry and fresh. The smell of decaying meat is even stronger now.

"Where is Peppy?!" I yell at him but he only continues to howl with mirth.

He almost seems to be ignoring me... so I run up to him and back-kick him square in the gut with all the strength that I can muster, which causes him to fall flat onto the floor. He doesn't show any signs of pain or surprise, only hysteria.

'I can't move my arm right now without pain shooting through it.' I tell myself bitterly.

I manage grab a small knife out of my boot and I cut away some of my left pant leg with it. It's not much but it'll make a crude bandage. I tighten it around my shoulder with a nearby wire and the tidal wave of agony almost makes me pass out. My mouth has the unplesent taste of vile in it. I spit again.

Gatorbile is still chuckling away, for what must be at least two minutes now.

"Where IS he?!" I demand with more force.

Gatorbile simply raises his arm and points his quivering fingers in front of him. I look to where he was gesturing and notice a small laptop is on a table, wedged near the corner of the room. I run to it and I see numbers displayed on the monitor. It's counting down and fast, twenty seconds remain.

'Oh god no...'

As I begin to realize what's happening, I try to approach the computer. However before I can I suddenly feel a tight arm around my throat and I'm punched in the back. I instantly lose my footing and I struggle to breathe, as I'm being held up.

Fifteen.

"Your bastard of a teammate is in a public Cornerian building." Gatorbile's laugh is gone and he suddenly sounds a lot more serious and lucid.

Twelve.

I try to fight back, but the pain is too much and I can't even stand. I'm losing the will to breathe.

"I have a bomb in there... and it'll blow him sky high... and you wasted your damn time with me when you should have been saving him." I can smell his rancid, thick breath as he's holding his face against my cheek.

Five.

I'm no longer getting any air. I'm struggling to hold onto consciousness.

"A pity really... one could argue that you've killed him and not me... I only planted the weapon... you just didn't have the smarts to stop it."

One.

Next thing I know, the very ground beneath me trembles and I can hear distant screams, even though they're miles away. Tears are streaming down my face and are burning my eyes badly. Just as I've lost all hope... a single blaster shot suddenly rings out.

Gatorbile screams in agony as much needed air fills my lungs and I collapse onto the floor. I Cough and take in as much oxygen in as I can, ignoring the intense fuming pain within my chest. The warm metallic floor suddenly feels like a cold wall as Gatorbile is pulled off of me, still crying out in turmoil.

"You fucking bastard!" I hear a very familiar feminine voice call out.

I hear the sounds of punches landing and bones cracking as I struggle to stand. With a lot of effort, I use the foundation of the industrial shelves to lift myself up. I turn around and surely enough... I see a well known face. Although she looks quite different. Her hair is longer and she's dressed like a soldier... like a deadly assassin.

She's hitting Gatorbile over and over again, despite his cries for mercy and screams of surrendering. Several of his bones appear to be broken already and a few of his ribs are protruding from his flesh.

"Nikki..." I try to call out but my words are wind muffled on a swollen tongue.

I try again.

"Nikki!"

This time she stops and looks at me with her tear filled eyes. Clearly she heard every word that Gatorbile said to me. Her look is one of emotional trauma and at the same time anger is evident in her eyes and cheeks.

"We need Gatorbile alive!" I bellow as loud as I can, almost forgetting about the searing pain throughout my body.

"Why?!" She demands, her anger clearly directed at me. "He's a terrorist! A criminal and a mass murderer!"

"We need to interrogate him! Look around you! There's two dead bodies in this room. Two. Four assailants kidnapped Peppy... we... we need to know who-" My voice begins to break. "Who else Gatorbile was working with... in order to prevent a future attack..."

Nikki begins to sob and her anger seems to melt away in an instant.

"Dammit... I..." She began to tremble as the crippled, unconscious Gatorbile fell to the floor. "I know your right... I'm sorry..."

She turned her head away from me.

"Nikki I-" I begin to say something but she interrupts me.

"Save it." She replies bitterly. "I don't need your pity. Wolf... my brother. Panther my... my fiance. That life is over now. It's dead, the old me is gone. I live a new life now where I can be my own person and protect innocent people..."

"You don't have to be a-"

"Monster?" She stops me dead in my tracks. "Is that what you'd call me? Maybe I am a monster. Because of me thousands of people have died... and today... dammit I fucking failed."

She looks at me again with a deep resolve in her eyes. "I will not fail again. I will stop whoever is behind this. And by the way I found some empty unlabeled syringes that likely had some kind of nasty compound in them. Gatorbile was on some sort of drug. If you want to interrogate him you'll likely have to send his ass to rehab first. Since he bit you or whatever the hell he did to cause that wound, you should get it tested for infection."

All of a sudden, I hear loud sirens all around me, though I cannot tell where they're coming from. I suddenly lose all of my willpower to stand and the world becomes a whirling blur and I can no longer comprehend where Nikki is. My head once again slaps onto the metallic floor as I hear dozens upon dozens of footsteps, both distant and very near.

"Medic!" I hear someone call out. "We need two medics in here now!"

'Krystal...'

Tears escape my eyes as I fade out of consciousness.

"Peppy... oh god Peppy... I'm sorry... I'm so sorry..."

I failed.