A peaceful sunset in Corneria City ended in absolute horror. Thousands looked up to see thousands of individual points of light appear only to solidify into hundreds of Venomian warships and countless fighters.

Scales's new powers, gathered from many sources, all incredibly powerful in their own right, were terrifying to the very Venomians they had brought to Corneria, not the least to the one who'd effectively put the crown on Scales's head, Wolf O'Donnell.

The Wolfens were being held in the hangar bay of Scales's flagship. In all the hub-bub of pilots scurrying to their fighters, the three members of Star Wolf remained apart. They were being paid specifically to take Star Fox down. Until Star Fox showed up they were to be held in reserve. That much suited Wolf, but something was troubling him deep down; Panther too, from the look of it.

Wolf stood watching fighters depart and return. Panther was sitting on a crate next to the Wolfens. It was Leon, leaning his back against the wall who broke the silence.

"You're finally beginning to fear it."

Wolf half-turned and cocked an eyebrow. Panther turned a full 1800 on his seat to face the chameleon.

"Finally fear what?" Panther asked.

"The old SharpClaw bloodlust I warned you about back on Sauria. Our glorious emperor might not believe their primitive superstitions, but he has clearly set himself in the pattern of a SharpClaw conqueror. There is only one thing more terrifying: a SharpClaw conqueror with greater resources and intelligence than Andross. A megalomaniac operating in that tradition is truly the most terrifying thing this system can see."

"You're the one who helped him kill K. Rool, the only one who was keeping him on a leash, Leon!" Wolf said

Leon shrugged. "K. Rool wanted the same thing. It doesn't really matter if we're dealing with one or the other." Then almost as an afterthought, Leon added, "Besides, K. Rool was rude to me. If we are going to have an unchallengeable sadistic despot, he might as well have good manners."

Wolf and Panther stared at Leon, then at each other.

Wolf actually considered for a moment that Leon, not Scales, K. Rool, Pigma, or Andross, was the greatest danger to the Lylat System. He certainly had confused priorities.

"Have either of you thought what will happen to Star Wolf once the entire Lylat System belongs to Scales?"

"He'll probably still have use for us in whatever world he wants to conquer next," Panther said.

Wolf left Leon and Panther to their discussion. He tried to push the foreboding feelings away. It was necessary that the Lylat Wars end this way. Repair work would begin almost immediately when Corneria surrendered. Still, this was Wolf's homeworld. Heck, it was Andross's homeworld! Wolf still had family on this planet; he couldn't help but worry for them a bit while the battle was going on. For Scales this was a battle of egos: his own versus Andross's and Fox McCloud's simultaneously. Leon had a mysterious grudge to settle with Falco Lombardi. Wolf hated and admired McCloud at the same time, and found himself wishing his rival a quick death. It would be better than anything Scales had planned.

An antelope technician broke into Wolf's thoughts.

"Sir, our sensors have picked up Arwings. It's Star Fox."

Ludwig and his Maestro watched from the observation deck. This was the first time either one of them had seen Star Wolf and Star Fox battle each other. Ludwig knew that this moment would be historical, the end of a rivalry spanning more than a decade in the most destructive war in Lylat history. His eyes were glued, but as he turned he noticed Scales's eyes were closed.

"Maestro? You don't want to watch this?"

"Silence, Apprentice!" Scales snapped before a smile formed on his maw. "I've got you now!"

Ludwig was a bit confused as to what was truly happening at first, but then he remembered.

He's got psychic powers. Andross gained them through biological experiments and Scales's nanites replicated the effect on him. That's how he's getting into Fox's head.

The scary thing was that Scales had the power of the Star Rod too. He'd gifted Ludwig with psychic abilities. When the Koopa prince first tried using them yesterday on Venom, he'd had such a sensory overload that he didn't want to use them again.

Without opening his eyes, Scales said, "You know Falco Lombardi from the Super Smash Bros. Tournaments. Use the psychic powers I gave you and focus on him."

Ludwig nodded and looked out at the air battle. He knew that Falco was in one of the four Arwings—three. One had a shaky trajectory. That had to be Fox succumbing to Maestro's mental attacks. It was being shot to the ground by a Wolfen which Ludwig knew had to belong to O'Donnell. That meant that the most skilled pilot still in the air on the Cornerian side had to be Lombardi. Ludwig focused on that fighter, closed his eyes and began to hear his thoughts.

Crud! What are we going to do now! The bird thought as he yelled commands at Krystal and Slippy.

~Don't even think about conferring with your teammates.~

Don't go crazy now, keep it together.

Ludwig could now see the Arwing's controls.

~Why don't we make a U-turn, get Powalski off our backs, and fire on Slippy. His voice always annoyed me.~

Falco made the U-turn but, to Ludwig's surprise, he fired on Leon, not Slippy.

Ludwig broke concentration. Lombardi wasn't as tough as McCloud, but he was having less success than Maestro.

Fox had just ejected and his Arwing crashed.

Scales opened his eyes and breathed in.

"Victory!"

The moment was ruined by his apprentice's lack of progress.

Ludwig was smiling nervously.

"I'm sorry. Would like the battle set to easy mode? This isn't a video game Ludwig!"

"Maestro, the bird fought back—

Scales interrupted, "Lombardi is your destination, use someone more personal as your fuel." Scales was silent for a moment, before adding, "I've read you, Ludwig. You know who I'm talking about."

Ludwig understood perfectly. He closed his eyes, searched for Lombardi again, found him, and unleashed every angry resentful thought he'd ever had…toward Junior. This time Falco was only able to resist the urge to fire at Slippy by running his fighter's left wing into the side of a building.

Star Fox's best pilots were out of the fight.

"Now to get them where I want them," Scales stood, holding his face tense. In moments he had teleported McCloud and Lombardi into holding cells on the flag ship. His face relaxed.

"Maestro?" Ludwig asked.

"Fox McCloud has been the bane of my existence since the Saurian Crisis." He sat back down. "Death is too good for him. And Powalski wants to destroy Lombardi. Then there is Krystal, Fox and Panther's love interest. What to do with her?" Scales looked directly at Ludwig, "She's not much of a pilot, but she has a fair measure of natural defense against psychic abilities. Focus on me, follow my thoughts to her, and together we will immobilize her long enough to teleport her here."

"And what of Slippy Toad?" Ludwig asked.

"He's of no concern."

You're being short-sighted, Ivar, K. Rool thought.

I meant as an emotional toy. Of course his intelligence is valuable, Tata, Scales responded.

After Scales silenced his father, he gave Ludwig the orders, "Follow my mind."

Ludwig immediately closed his eyes, waiting for the blackness to be replaced with the inside of Krystal's Arwing and felt a chill enter his shell. There was another presence in his Maestro's mind. It wasn't necessarily more evil or megalomaniacal than Scales himself, but it had a deep personal hatred for Bowser's children. It couldn't be Andross; the technichians had made sure of that and Scales had been clear that he'd left the Shadow Queen's consciousness bound. Even if it was her, why would she hate the Koopa royal family so much?

Scales noticed Ludwig's mind slowing, and knew the cause.

Tata, you're scaring my apprentice, and I need him right now.

Sorry, K. Rool thought.

Scales changed the target of his anger.

Ludwig, stay focused.

Ludwig made the mental effort to obey, but it was unnecessary as the inside of Krystal's Arwing materialized before his eyes. He saw a ghostly image of his Maestro's new form blasting red energy at Krystal from his cybernetic hand. She was unaware but a white shield protector. Ludwig focused on all his negative feelings toward Junior, and spat out a flame breath that combined with his Maestro's energy broke the shield. She was unable to see them but she recognized Scales's presence.

"Scales?"

"That's right, me."

With a flick of his finger, Scales teleported her to Fox's cell. Then he turned to Ludwig.

"Let's return our bodies."

The battle lasted well into the night, but as soon as Star Fox was captured, its outcome was a forgone conclusion. Ludwig was actually taking part in a real conquest of an entire world that actually worked! The young Koopa Prince who was now Scales's undisputed choice to rule Darklands followed his Maestro to the brig. Star Wolf was already there. Ludwig wanted to control elite warriors like them.

Apparently Fox was already bickering with Wolf across the pulsating purple energy bars of the cell he shared with Krystal, to whom Panther was trying to avoid giving deliberate looks of lust. Leon made no effort to mask the bloodlust and—was that a hint of vengeance?—in his eyes when he looked at Falco.

There was a lot of history between the people in this room that Ludwig wanted to know. Wolf shut up though when Scales banged his silver state scepter against. There was now only one personal history in this room that mattered.

"Scales? What happened to you?" Fox asked, referring to his captor's mutated new appearance.

"A touch of Andross's nanites, seasoned with some abilities picked up in Hyrule and Mushroom Planet. All useful ingredients."

"You are that overpowered? All of this to take on us? You're a coward," Krystal, who had the longest history with Scales. Despite his Maestro's attempts to deflect Krystal's statements away, Ludwig still could read enough of Scales's mind to know there was some truth in what Krystal said.

"I didn't acquire all this power to deal with you. I got it to deal with Corneria. Finishing what the three of us began on Sauria was just an added bonus."

Scales raised his organic hand and squeezed thin air. Fox was pulled as if by an invisible rope to almost touch the bars.

"You have spent all these years since our first encounter thinking you beat me. If Andross hadn't interfered, your broiled skull would have a place in my closet." He released his hold on Fox, the he turned to Krystal.

"I've succeeded where Andross failed. It was not only you but him as well that I was fighting today. Tell me am I any more of a coward than the old ape was?"

"He was never this desperate!" Krystal shot back at Scales.

"Nor this successful," Scales retorted. "Anyway, it's better to be a coward than to be what you've become."

"And what is that?"

"A trophy." Krystal stepped back.

"You were one long before today. You've been one ever since Fox rescued you from Andross. And the sad part is Fox didn't make you a trophy; you did that to yourself. Joining an elite an elite mercenary team because the leader saved your life is one thing. Becoming his girlfriend, now that's something else altogether."

Krystal and Fox looked at each other. Had they dated? Yes. Broken up? Yes. Gotten back together? Still yes. But never did Krystal think she owed Fox a relationship. He'd saved her life and she was grateful, but that was a far as it went. What happened later happened on its own.

"But the two of you are truly in love," Scales said, "Which is going to make things difficult for Panther."

Scales looked over his shoulder.

"Would you still want her, even if she doesn't love you back?"

Panther now had a sympathetic look on his visage, which he neither overtly tried to show to Krystal nor conceal from her.

"Give her time. If she still doesn't want me, I'll let her go."

Fox and Krystal started to speak up but Scales froze them in place. They were still conscious. Scales looked at Fox.

"I have a fate much worse than death in store for you McCloud. I want to keep on hurting you." Ironically, Scales had a crystal from Dark Ice Mines in his cybernetic hand.

"I'm going to trap you as Andross trapped Krystal, fully conscious, but unable to communicate, observe, or interact with the outside world, and with an eternity to brood over your failure."

Krystal, obeying Scales's psychic commands, was freed from paralysis and walked back to the cot where she fell asleep.

The crystal glowed green and fired what looked like a green laser into McCloud's chest. Fox's whole body became a green outline that the crystal sucked back in.

"No!" Falco screamed.

"Don't shed too many tears over McCloud. You have ended up in Dr. Powalski's hands."

Leon was already looking at Falco thinking of ways to make him suffer.

Scales had managed to read enough biographical material to know that Leon and Falco's father were both immigrants to Corneria from Macbeth. It all had something to do with some kind of violence that Falco's father, an adult rebel, had been party to, against Leon and his sister, two juvenile aristocrats. The little Powalski girl was dead. Leon had later killed Carmine Lombardi as one of his first serial murders on Corneria at age fifteen, but had never gotten caught. Falco had apparently spent the years between his father's death at age four and his return to Corneia, ten years later, on Zoness.

He knew that revealing he knew such information might cost Leon's loyalty, but he wanted the chameleon as his interrogator.

"Gentlemen," he said, addressing Wolf, Panther, and Ludwig, "Let's give the doctor some privacy."

He had already blown up the Cornerian Senate, President's Mansion, and Corneria City's military installations. Enemy radio confirmed that General Pepper was dead, and Scales already had Slippy Toad accounted for. United Cornerian resistance would be broken after today. A Venomian pacification force would be needed of course, but more pressing needs arose on Mushroom Planet. Scales could cite his transformation and conquest as reasons for weakness.

He stumbled as he walked.

Ludwig quickly grabbed Scales's shoulders.

"Maestro, are you all right?"

Scales remained silent for a moment taking slow breaths.

"I-I over -t-taxed myself. Too s-soon after tans-formation."

"How can I help?" Ludwig asked.

"For now—let me take—my powers back. I need them to heal. I need to go home…to Crocodile Isle."