A/N: How is it that I develop a simple plot in the back of my mind, but when I actually type it up, it turns out MUCH longer than expected? This story has the longest chapters I've ever made, I will probably turn out to be the longest story I've written so far. I only planned five chapters, and that's what we have, but it's more than 100 pages long. Oh well, I'll shut up now. Oh, and thank you very much for reading!

"So that's Compet?" Samus asked. The planet that laid ahead of them was about the size of Earth, but in no way looked like it. The planet was mostly black, being covered in mostly cites. Buildings and lights was most of what they saw, but where there wasn't any, the ground was just sand, and they could only see a few lakes. They also noticed that Compet happened to be rather close to the sun, being only the second planet from it. In addition, it had a moon, also carpeted with many buildings.

"Now, if my controls are gone, how do I…?" Jarom tried to figure out how to use the sensor computer, and saw that the only thing there was a black pad where the controls once were. Jarom placed his large, hairy guerilla hand on the pad, and the screen started to look at the planet. His screen flashed from place to place, but he started to focus his mind, and the screen then showed the surface of the planet.

"Wow, this is amazing! The screen shows whatever I think in my mind! Wait…I can see inside ships and buildings!" With Jarom sitting there with his palm on the pad, the screen flashed from picture to picture at a rapid pace, but somehow, he was able to take it all in. "Compet appears to be a desert-type planet. Little water or fertile land, and temperatures that can reach 152 F° . Wow, there's a lot of people here. Seems like…around 20 billion, and most of them are ordinary citizens."

"Jarom, are you getting all that just from the sensors?" Alma asked, stunned at what Jarom was saying.

"It's weird…it's like I'm being fed with information from this computer. These sensors have definitely been upgraded."

"If it's a desert planet, then how could they possibly have so many people there?" Theo wondered.

"Remember, they have countless planets that they've conquered. All the resources from those planets can be transported to Compet."

"20 billion people?" Ash asked in amazement.

"Yes, the Zox reproduce quite rapidly, but it's the military we need to worry about. There are a few Zox that actually don't like what the military does, so lets leave the citizens out of our battle, okay?" Alma said.

"Sounds reasonable."

"Wait, I can see Mario!" Everyone turned their attention to Jarom. "I see them! Mario, Luigi, Peach, Sonic, Falco, Link, and D.K. They're in a prison at coordinates 5925-78."

"All right, then let's swoop down, storm the prison and…" Before he could finish, the main screen switched to the view of a Zox.

"What are you doing here?" The non-muscular Zox asked, trying to hold back his anger.

"Oh, I think you know what we're doing here, Sandfire. We've had enough of you, so now we're going to take you down!" Alma said proudly, a wide smirk on his face.

"You realize what this means, don't you? I warned you, if you failed your mission, I'll destroy Mantai."

"No Sandfire, I haven't failed, not yet. Failing would be turning this machine over to you. My real mission is to protect my people, and now I see that to do that, I have to stop you, not help you."

"So, this is Sandfire, eh?" Fox asked. Sandfire then closed his eyes and relaxed, regaining his normal composure.

"Well now, this is the first time we've met, now isn't it, warriors from dimension N?"

"Hey, aren't I included?" Jazz asked.

"My name is Sandfire, War Master of the Zox empire, and unless you surrender, I'll have to kill you all."

"Unless you haven't noticed, we've gotten an upgrade."

"Yes, I can see that your ship has changed, and it intrigues me quite a bit, but now is not the time. I'll ask you once more: surrender now or be destroyed."

"I think you've got it mixed up here! That should be out line!" Omni said.

"Oh, but it is who is mistaken. You are up against the forces of Compet, a place that no man has entered by force."

"That's it, you hideous, poo-colored, gargoyle-faced, power hungry punk! You take over my planet by force, force my people to do your bidding, treat us like prisoners in our own homes, tried to make me turn over these good people to you, and had me take the form of a fat plumber!" Zero then put his hand to his mouth and made a small coughing noise.

"Oh, yeah, and you tried to achieve dimensional domination and kill my friends. Well no more! We're gonna give you the beating that you deserve!" A wide smirk then came across Sandfire's face.

"Well, my main goal is to stop you and the 64, so if you want to help me do that, then go ahead, just try to penetrate our forces!" Then, smirking as well, Alma put his hand to his head to salute.

"Yes, sir!" The communication link was then severed.

"Multiple CDs are leaving the surface of the planet."

"So, it's started then." Alma then pointed forward towards the enemy. "Let's-a go!"

angelfire.c om/ut2/sonicdl/sa2livelearn.mp 3

Therockets on the back of the 64 burst to life, and they shot forward into battle. Omni and Krystal flew off in their Arwings, as well as Fox and Slippy in their newly repaired ones; another gift from the creators. Samus, however, had come to realize that her ship did not come close to matching the power of the 64, and would only get in the way, so instead stayed on the 64.

CDs continued to come from Compet, and it wasn't long until it looked like a giant swarm of locusts was coming to devour them. All the CDs began to fire at once, and with their combined numbers, the lasers managed to give off enough light as a small star; a shame it was all for nothing.

Zero moved his hands over the control pad, and on his screen, targeting reticules aimed for each CD, too many for even his computer mind to count. Once all of them appeared and locked on, Zero clenched his fists, and the 64 raised its hands toward the enemy with its palms faced forward.

With a force equal to none, lasers burst from the 64's palms, all heading towards the CDs. The lasers that the CDs fired were consumed by the 64's, and the lasers continued towards the enemy. Once they hit the Zox ships, it lit the sky ablaze. People on the planet's surface could easily see it even in the light of day, and sent fears to all who saw it.

"Woah! I've never seen that much power!" Fox shouted. "Guys, keep your position behind the 64! Let's not get in their way."

"Fifteen ships survived the attack, and another wave is approaching from the surface."

"Heh, that all?"

"A few ships. Hmm…perhaps this will do." Zero said to himself. The 64 then formed a yellow energy ball in each hand, and held them as they continued their journey forward.

The ships that remained from the initial attack approached them and began firing. Their lasers hit the 64, but the heroes hardly noticed it; their armor only dropped by 0.6 percent. As soon as they came to the CDs, though, the energy surged out like lightning from the balls that the 64 held. The bolts went directly for any ship that came within range, and as soon as it touched them, they exploded into space rubble.

As they continued forward though, two portals suddenly opened up on each side ahead of them, and a CD with a charged laser cannon came out each one, ready to fire.

"Alma! Keep going and press the button to your left!" Zero shouted. Alma did as he said, and just as the CDs fired their massive weapon on the Nintendo 64, the 64 phased out of reality. The ships that fired the beams were too close to each other, and when the two beams impacted with their selves, the resulting explosion destroyed the two CDs. A few seconds later, the 64 phased back into reality ahead of the explosion.

"Uh…mind telling us what happened this time, Zero?" Jazz asked. From their perspective, the screen showed them about to get blasted by the CDs, but then it shifted to a space that was orange and green, flowing like oil. Then, a moment later, the screen shifted back to the view of outer space, with the destroyed ships behind them.

"The ship phased into another reality that is parallel to ours, and since we kept moving, we were in front of the CDs when it phased back into this reality."

"Like another dimension?"

"No, it's not. What? Don't look at me like that? I just know how it operates, not how it works."

The Nintendo 64 moved towards the planet like a bullet train, keeping its same path and never slowing down. The planet got bigger and bigger in view as they neared it, and they could more easily make out the structures on the surface.

"Uh oh, something is going on down there."

"What, Jarom?"

"There's several satellites down there, and they're targeting us. It's firing on us!" Just as he said that, a laser beam came shooting out from Compet. The 64 dodged to the right, and the beam passed them, but then several more beams came shooting at them. Now they were zipping left and right, up and down, past the beams that struck out at them.

The small satellites orbiting the planet were too small to see from where they were, so Zero used the weapon's targeting system to zoom in. As the 64 dodged the beams, Zero aimed and shot them down one by one.

One of the beams made its way to the 64 and hit it right at the chest. Surprisingly, it managed to make a small crater in the armor.

"Ack! Zero, hurry up! Those things are strong!"

"I'm working on it!" Zero targeted another satellite and fired, and the laser shot down towards it. Because of the distance, it didn't hit it until four seconds later, but when it did, Zero had already targeted and fired at another.

When just a few were remaining, a second wave of CDs were coming towards them. The barrage of lasers struck the 64, but their defense still held strong. Just as Zero was about to wipe them out, however, they all stopped, and didn't come any closer.

"What's going on? Why'd they stop?"

"I don't know." Jarom continued to look at the planet at what might be the cause, but then something caught his eye. "Alma, the moon!" Alma turned the ship around to the right and looked at the moon, and saw a large, round structure on the surface. A small light was shining from it as it charged up a laser, and then, with a force that slightly shifted the moon's orbit, the laser cannon fired. A white beam five times the size of one of the CD's laser cannons came flying towards them with incredible speed.

"What are you doing? Get out of there!" Fox shouted. He couldn't do anything but look from behind the lines. The 64 raised its hands to block the blast, but the beam was much larger than the 64, so once it hit them, the 64 was completely engulfed by the beam.

"No! Guys, are you there? Anyone? Come in!" There was no answer. The beam continued to cover them as it shot out into space. Surely nothing could have survived that. But once the beam past them, the Starfox team was again shocked. The 64 stood there unharmed with its arms held out, a force shield like a giant eye lens shielding the whole ship. It then lowered its arms, and the shield disappeared.

"Sorry to worry you guys there, the blast was interfering with the communication link."

"Heh heh, uh, right." Fox said, too stunned for words. The 64 then raised its right arm and fired a laser from its palm, shooting it directly to the cannon on the moon. The single shot hit the cannon with fiery force, and destroyed the entire structure. Without giving it another glance, they went on their way to their destination.

They had now reached the debris field that was created by the destruction of the first wave, and now the second wave of CDs were approaching again. There was so much junk floating around that it made it difficult for the CDs to maneuver, but the 64 just plowed right through it, not being damaged by it in the least. The swarm of CDs were now upon them, and everything was lit up again by laser fire. Sandfire was certainly not going to let the Nintendo 64 enter Compet.

To get rid of some of the CDs, the 64 formed some more energy balls and launched them to the sides. Bolts struck out from the yellow balls of energy at any object nearby, and exploded it. Many CDs were in its path, and only added to the field of debris. The balls kept moving, and created a line of explosions that spread out in a single line.

Four CDs were approaching them right in front, so Zero activated the trusty energy blades. As the 64 clenched its fists, a blade formed in each hand, and crackled with power. The 64 then slashed the blades in an x pattern, and sliced the CDs in half. Another ship tried to make a suicide run and hit them on the side, but Alma quickly dashed forward and dodged it. Another one then came from below, but they responded by moving the ship downwards and delivering a powerful kick. The ship imploded, and the crew of the CD floated into space. Somehow, Alma's reflexes had had become faster, and was able to respond to attacks much more swiftly. He figured it had to do something with the ship, but just how it was doing it he did not know.

Space junk was thrown aside as the 64 passed through the field of debris, and was now in clear open space. Alma looked back, and saw that the Starfox team hadn't made it through quite as fast. They were still weaving through the maze of broken metal, but thankfully it provided protection from the CDs' lasers.

"Fox, stay out of the way!" Zero shouted as the 64 put its hands together and faced the palms outward towards the debris field. A light began to grow at the center of the two hands as it charged up, and four seconds later, a giant laser beam, equal to that of the one fired by the moon's cannon, burst forward. The beam shot straight into the junk, obliterating everything in its way, as well as some CDs that were still in there. Once the 64 stopped firing and the beam went out of sight, it left a hole in the field, creating a clear path for Starfox. Without giving another pause for awe, the heroes continued their descent to the planet.

"Alma, I've detected some key military bases, as well as weapon and ship factories." Jarom said while looking at his screen. He then told Alma the specific coordinates, and while still moving forward, sent several shots down to the planet.

---

Sirens were blaring all over the base as fire danced in the sky, and soldiers ran in every direction, for panic and fear was in the air. Once in a while there had been people crazy enough to try to make their way into Compet, but never did they even make it near the moon. Many had tried more covert ways by opening a portal on the planet, but the longest anyone ever went undetected was one minute. But now, not only was someone getting near Compet, but was wiping out everything sent at them, and they didn't seem to be doing any damage. Still, the pride of the empire kept them fighting, and the bravery of the soldiers kept them going into battle.

Shintou had been ordered to command his CD and go into battle with the third wave. He ran down the hall and threw the door open with all speed, and ran into the night. He was so rushed that he wasn't even properly dressed in his full uniform, but under the circumstances, such a thing was trivial. With the sirens as a constant reminder, he ran across the landing field and towards his CD. Some of his crew was already walking up the ramp and going into the ship, but Shintou started to slow down as something caught his eye.

Up in the night sky, there was something growing. At first it looked like any other star, but it was getting bigger. He came to a stop and looked up to the sky, but as the object that grabbed his attention came into clearer view, his face proportionally grew with fear. Futilely, Shintou started to run back the other way as the laser blast came and struck the base. Just as the other places that were fired upon, everyone and everything within a quarter-mile radius was annihilated.

---

The heroes were now in the upper atmosphere of Compet. They had destroyed a good amount of facilities on their way down, but now that they were this close to the surface, their range of fire had been severely limited. For some reason, the CDs had stopped approaching them, but it was most likely because they didn't want to risk causing damage to their own cities. Instead, turrets at several places on the surface began firing on them. Several blasts were hitting them, but their armor would keep them from serious damage by the time they landed. Zero didn't bother to fire at the turrets, as it seemed trivial now. All they had to do now was land at the prison and rescue their friends.

Fire surrounded the Nintendo 64 as they heated up from their fast descent through the atmosphere. The black body became a burning red, showing to the world that nothing was going to stop them. There was no clouds, so as they came closer, the city came into clearer view. It was night on this side of Compet, and the dark buildings below were speckled with brilliant lights. Street lights, advertisement signs, and the lights from cars and buildings added to the spectacle. It wasn't quite apparent from where they stood, but the technology down there looked quite advanced. With the Zox having conquered many worlds, they probably had some of the most advanced technology throughout the dimensions. As the advertisement signs got into clearer view though, they could see that they were all flashing red, and that no Zox was anywhere to be seen. It looked like an emergency had been issued, and everyone left for shelter. Even though they were coming to rescue their friends and stop Sandfire, they couldn't help but wonder what kind of terror they had caused to the innocent citizens.

The prison was now in clear sight. It was a tall building, probably about forty stories tall. It seemed to be a pretty basic building from the outside, just that it had some laser turrets and a metal wall surrounding the prison. A landing bay was within the wall, so they had a clear target.

The gun turrets that had been firing at them earlier had stopped due to them being too close to the ground now. Instead, it was just the turrets at the prison that was firing on them. Green laser blasts impacted with the hull as they descended, not making any visible damage. Increasing the power to the thrusters, the 64 slowed down as they came to the landing pad, and the feet touched down without causing structural damage.

With the 64 standing still, they were now being hit at rapidly, and their shielding was now down to fifty-seven percent. A turret was placed on the top of the wall on the four corners, two of them being behind the prison, thus being unable to fire at the 64. Alma turned the ship around to face one of the turrets on the wall, and the 64 then raised its hand towards it. A single beam was fired at the turret, but it was more than enough. The large laser rocketed from the hand so fast that if you blinked, you would have missed it. It then exploded upon impact, and the explosion not only destroyed the turret, but ripped apart the corner wall. Bits of metal went flying everywhere, splashing against the face of the 64. They then turned around, and did likewise to the second turret. With two corners of the wall being ripped apart, the connecting wall lost its support, and fell down.

"Uh…I'm starting wonder if that was actually too powerful." Jazz said. They weren't rid of the turrets though, as several smaller ones were attached to the prison itself. Zero was about to shoot the rest down, but after seeing what he did to the others, he hesitated.

"Wait, what should we do? If I shoot them, I could end up tearing the whole thing down, but we'd never make it inside if we just leave them alone."

"Leave that to us!" Fox said through the communication link. The four Arwings swooped down and fired at the gun placements, and destroyed them with relative ease. They had to make a few runs before getting them all, but soon there was nothing left to shoot at them, and the Arwings landed beside the 64.

The 64 then bended its knees and knelt down, bringing its lower body to ground level. A door then slid open on its left side, and another door just behind that slid open in the opposite direction. It was about thirty feet high, so a ramp extended itself from the door and came down to the floor. The heroes ran down the ship and towards the door, but just as Omni was about to run out, he saw the door to the prison open, and four guards came out and fired at them, forcing him to quickly jump back.

The lasers from the Zox rifles were like fruit flies to the huge ship, and as they fired into the door, it seemed that they weren't hitting anyone. The four Zox stopped firing for a moment since they weren't accomplishing anything, but a second later, several lasers were fired from inside the 64, and shot down the Zox guards. The Starfox team then ran down the ramp with their guns in hand, followed by the rest of the heroes. Once they all made it to the ground, the ramp then retreated back into the ship, the door closed, and the Nintendo 64 faded out of reality.

"Huh? What just…."

"Phased into alternate reality so the Zox won't get to it, now let's get going." Zero said before Ash even finished his question. As the group rushed to the door, Fox looked back and saw their Arwings just sitting there.

"Man, wish my ship could vanish." Fox thought to himself. Omni started to think of something as well, though his was more troubling.

"Odd, why are there no more Zox out here? There were plenty when we tried to get to Compet, but now that we're here, I hardly see anyone."

Samus ran ahead of the group, and the glass double-door entrance automatically opened from her presence. Inside was the entrance room to the prison, with two large counters in front and a large metal door at the center between the two counter. Red lights were flashing and an alarm was sounding. Two Zox were behind each counter, but they seemed to be unarmed, and quickly took cover as two more guards at the left and right of Samus began firing. The two Zox aimed and fired, but Samus quickly morphed into a ball and dodged the blasts. However, since they directed their attention to Samus, they didn't notice Fox and Falco enter the room until it was too late.

With the threat gone, the rest entered, and looked at how to proceed further. Alma and Omni inspected the metal door, finding it to be impenetrable. There was no handle, its seal was air tight, and as Omni tapped it, found that it was quite thick. This was probably what kept the prisoners from escaping, so mere force wasn't going to work on it. Samus looked for another way, and used her visor to hack into the computers at the desk.

"Looks like they're being held in a top security room on the thirty-fifth floor, and the rest of the guards are further inside the prison, many of them heading this way." Samus said hurriedly. They needed to make it in and out quickly if they wanted to live. "That door there will only open by two people entering a code on each computer."

"Do you have the code?"

"Just a second…yes, got it. Zero, give me a hand." Samus jumped over the counter to the right and began typing on the computer, so Zero did likewise. The two Zox that had cowered behind the desks saw that Samus nor Zero seemed to pay attention to them, so they remained in their places to hope these invaders would leave them alone.

"Zero, enter the code 679336. Okay, hit enter on my mark. Three, two, one, go!" On queue, something inside the door clicked, and then a repeating clanking noise followed, and the door swung open.

Inside was a corridor leading to an identical door, and they could see a guard behind the clear wall on the right. The Zox was standing behind a console, and most likely served as the gate keeper. Since they were obviously not supposed to enter, the Zox pressed a button on the console, and the door slammed behind them, locking them in. The Zox then gave an evil smirk, and reached for another button. Without waiting to see what would happen, Jarom cocked back his ape fist and slammed at the wall, shattering it to pieces. The gate keeper was shocked that he was actually able to shatter the wall, and this moment of surprise was enough time for Jarom to knock his lights out. Jarom then looked over the control panel, and pressed the button that opened the second door.

They were now in a larger hallway with doors leading to other rooms. The hallway was rather long, so they started running. The red lights danced around the halls to the music of the blaring alarm, trying to warn the Zox of the approaching danger. The hallway then branched off to the right, and just as the group was about to proceed straight, six Zox came around the other corner and immediately pointed their rifles at them.

Samus picked up her pace, and ended up jumping over Alma who was in the way. In mid-air, Aran fired an ice missile at the enemy. The near-subzero material inside the missile was spread out once the it impacted with one of the unfortunate Zox, and flash-froze all six of them in one chunk of ice.

"Listen up! We all need to work perfectly in sync to make it through this!" Samus shouted to the team. "Let's make a formation of two lines with me in front. Zero, Omni, form right behind me. Ash, Alma, you cover our rear. Jarom, Marina, behind Zero and Omni. Starfox, take center. Let's move!" Samus then began charging up her power beam to blow away the Zox ice cubes.

---

Inside the top security prison room, Mario looked around, wondering why the alarm had sounded.

"What's going on?" They could then here gun fire going on outside, and then crashing noises that rocked the prison.

"Something big, that's for sure." Sonic said. The Zox guard continued to stand there, not seeming to care that something was going on. In fact, he seemed to be smiling.

"Hey, what's going on here, Shin?" Falco demanded.

"So, they've come. About time." The guard said to himself.

"Say what?" Shin then turned to face Falco.

"Your rescue. I was actually starting to wonder if they would ever come." Falco cocked his head and stared at the Zox, trying to figure out why he wasn't upset about a possible prison break.

A/N: As you probably noticed, I made breaks between the different scenes. I should have done it this way a long time ago, but I didn't think it would look write. Looks like it's all right though.