Okay before we begin my Duckies I want to tell you that if you would like a better visual of Billie; two pieces of my own creation now serve as my profile picture and the new cover for this story. They are of Billie, exactly as I imagined her. I thought this cover fit better than what I had anyways. So, let me know in the reveiws what you think. And as for this chapter, it is pretty straight forward; hope you like flash backs! Enjoy!

CHAPTER 14

The following morning happened in quick blurs; everyone getting ready to depart; getting food in their stomachs, Wolf barking orders and making plans for shipments. The four of them getting all of the money they had grabbed counted out. Not too much time later they found themselves bound for Fichina again, they could not keep running back to Sargasso after every mission; the mission today was to get the new base livable once and for all.

The hours trickled on; all of the Star Wolf family members flying down to the cold Fichinan surface and running all around the base. Each busy with their own tasks, Billie trying to get the plumbing in order:

"Oh, come on you!" she shouted a great variety of swears in an old Esreian dialect that made Wolf pause as he was emerging from the bathroom; where he had just installed the sink.

"So, the reverse osmosis generator still aint' workin'?" Wolf said to her from a safe distance. She glared at him as she spoke:

"The water is in and everything is all set up, the electricity is flowing and all of the wiring is right! I don't understand why it's not working…"

With an almost bored look on his face Wolf walked up to the generator in the hallway and asked:

"Is it on?"

"Yeah, duh…" she said crossing her arms in aggravation.

Wolf looked down at it blankly and then lifted up his right leg, sending his boot into the side of the machine several times.

"What are you doing?!" Billie said in a freaked out tone; just as she finished however, the machine roared to life and they could both hear the water begin to pump within it.

Wolf bent his ears back and looked over to the shocked Billie with a sort of 'HAHA' look on his face.

"Oh… shut up…" she said turning around in irritation and making a quick stride away.

The hours passed on in the base; and ships would come and go on the small flight deck to and from Sargasso. Each bringing more and more crates of their crap with them; until at last they seemed to have everything they needed. By the time day began to shift into the dark, they were all exhausted.

"Damnit, I'm too damn tired to unpack all of this crap!" Billie said looking for a place to sleep. The three mattresses brought in from Sargasso were still packed up.

"I'm sleeping in my cockpit…" Leon said sleepily dragging his tail on the floor behind him as he made his way to the flight deck.

Wolf watched him go, and looked to see Panther curled up like a small cat inside of a crate; and Billie making a tired and angry face at all of the boxes crowding around the small kitchen everywhere. Even he was feeling exhausted from all of the running back and forth they had done; and the base was still a mess of wires and unassembled crap.

"I'm taking a hint from those two." He said behind Billie trying to get her attention. She stood still and made a kind of grunting noise.

Her bare feet made plip-plop noises on the stone floors as she turned around and walked past him to the flight deck; she was barely able to crawl into the plush seat of her baby and instantly fall asleep. Wolf was left up alone for insomnia to chew away at his phsycy once again. He stood in the garage area looking out of the window; out at the full moon that was shining down on the snow banks of Fichina tonight, reflecting off of them with a ghostly glow into the quiet dark.

And while Billie was caught in her sleep, his mind began to wander around like it was so prone to doing on his nights of insomnia. He stared up at the moon, in the strange hypnotism that took over lupines on nights like these. The necklace he always wore around his neck began to feel heavy; far heavier than the small stone should. It was just his imagination of course; his feelings of guilt, Lord help him he wanted to tell Billie the truth. But he could not face it… he could not face the look he would get from those big black eyes: he would not tell her the whole truth… the necklace grew heavier around his neck.

But still he looked up at the moon in all of its glittering light… And then came the distinct plip-plop he had heard earlier.

"You should be sleeping right now…" Came Billie's seductive voice from behind. Wolf didn't say a word, nor did he turn his gaze from the moon. But he heard her walk up right behind him, then felt her hands stroke his face, and scratch behind his ear affectionately.

He closed his eyes and leaned his head back at her touch, and then her voice filled his ears again.

"You should sleep Wolf… sleep…" He leaned back into her and felt himself grow into a pleasant area between tiredness and arousal.

"Sleep…" She cooed with her lips right at his ear. Her hands moved down his face to his neck, at first it was a pleasant sensation, he could feel her warmth, and his skin almost seemed to pick up the warm of the moons glow on his fur. But then, something was wrong; her hands grew tight around his neck, he gasped for breath but could find none.

His eyes shot open and he looked up at her; it was wrong: she was wrong. Her eyes were black, blacker than anything he had ever seen, like a cold void beyond the pull of a black hole. The moonlight showed on the hideous, angry smile she was looking down on him with.

"Sleep Wolf… sleep. Just. Like. JAMES." She said to him slowly in her seductive voice, pushing him down to the floor in her stranglehold.

He clawed his great fingers at her forearms, but she had an unnatural strength. Then he felt it; he was sinking into the floor, he tried to yell, yell at her, yell for help but nothing came out. He felt pressure building up in his head and behind his eyes; and in one second she looked down at him with those cold black eyes the next she let go and let him sink all the way down into the floor.

He fell with a hard thud on a wooden surface; he coughed and gagged for air. He sucked air in large gasps holding his neck, and his bones screamed in pain from the way he had landed, but he ignored it. He looked around at the well lit room he was in; there were papers and books scattered around everywhere. He stood up slowly from the hard wood floor he had fallen onto and looked out of the window; the sun was brightly streaming in and he could see trees and all sorts of other dense vegetation outside.

Looking around at the walls, he could see all sorts of papers with both precise, and scribbled blue prints plastered all over the walls. There were about four large desks in the room, each covered in the inane scribbling of; well surely of someone mad. He stepped up to the desk leaning against the wall in front of the window, there were wanted ads of various criminals all over the wall and desk; some with large black X's over the pictures, others with large black D's and the rest blank as they were.

"Deceased?" Wolf guessed in a low voice looking at the D's.

He turned around and saw a metal working station on the other side of the room near a door. Cautiously he stepped over to it and looked at the wires all over the place, there were blueprints for a strange turret design at this station, and they looked familiar… He looked at the wall very closely and saw a strange language scribbled around, overrunning a collage of older blueprints. His ears twitched up and his eyes widened; he had seen that before, on Billie's blueprints. He was fairly sure she had referenced it to be some form of Shadow Legion code. And he did a double take of the blueprints on the desk; they were an early looking model of Billie's turrets.

Wolf quickly turned around in confusion; he knew this was Billie's old base on Corneria: 'But how the fuck did I get here?' He thought. Then he heard a loud knocking sound; it startled him and he quickly turned to the door and put his hand on his gun, waiting for anything to burst through. But then he heard a moan from the other side of the room and whipped his head around; there was a large netted hammock in the corner of the room hidden behind one of the many desks. Wolf watched in awe as he saw Billie rise up from the tangle of sheets on it and stretch her arms up with another sleepy moan.

"Come in." She said in a groggy voice, only to be met with another knock. "COME IN!" She shouted in aggravation.

Wolf's jaw went slightly agape as she stretched up to her feet in a little white and black pair of panties with a matching bra. Her hair was in two separate braids on either side of her head and they fell down her back like two pigtails; it actually made her look a little younger.

"Billie?" Wolf said walking towards her. She looked directly at him as the door behind them opened; her face looked exactly the same she really hadn't aged a day.

"Well, who can it be now?" She said walking right through Wolf, he held his chest he hadn't even felt it; and then he quickly looked around to see her talking to who ever had just come in the door.

"Oh right, the same person it always is! Seriously Jameses… why do you even knock anymore?" She laughed standing in the broad daylight in her underwear.

Wolf looked over stunned at the sight before him; James McCloud was standing before him, in his cheap sunglasses and an older looking Cornerian military uniform.

"I keep forgetting you aren't shy…" James said trying to look in any other direction.

"Comes with age." Billie laughed in a bubbly way Wolf had never heard before.

"This is a memory?" Wolf asked out loud seeing if they would hear. They did not.

"This is a memory…" He said again.

Billie, lying curled up in the cockpit of her ship was caught up in a whirlwind of subconscious activity. Her body stirred and twitched in her sleep, but her mind wandered through darkness, a familiar darkened hallway.

"Where am I?" she felt the need to say it aloud. Then she stopped and looked at a door, she listened to the strange noises coming from within. They sounded like… moaning, loud moaning; and then a crash.

Billie thought someone was fighting within and she whipped the door open and ran into the room. She froze and stared at the sight before her; it was her, and Wolf. She stood in his office in Sargasso and watched Wolf moving with grunts and heavy breathing noises over her as she clawed his back and moaned out loudly into the darkness on the floor in front of his desk.

"This… is…" She said but finished the sentence in her mind:

'The first time we made love? No…' she looked around; there was no shadow lace anywhere, the room was completely clear: the starlight streamed in and created a wet shine from the hot sweat that was being tossed around from their bodies. Billie felt herself becoming aroused as she watched on at Wolf howling over her on his hands and knees like an animal. His large muscles flexed over and over as he picked up speed and then; he arched his back upward and let forth a mighty howl. The Billie on the floor screamed out loudly and then fell limp, with her eyes closed she gasped for breath. Wolf turned his head over and looked right at the Billie standing in the doorway.

Billie's arousal faded and was replaced quickly by fear as she looked into his eyes. They were not Wolf's eyes; although the scar over his left eye remained intact his eyes were not right. They had no white in them at all, and they both looked the same; like big golden and black spheres. He glared her down like he was glaring down prey.

"What have you done to me Billie?" He said in his thick accent, his voice was deeper than normal; like some kind of animal he looked at her and growled as his tail began to swoosh through the air behind him once again.

"I… I don't know." She gasped in fear.

He looked back down to the Billie he was on top of as her legs fell down to the floor and dragged his teeth across her chest; at that moment Billie was almost sure she could hear a heartbeat… her own heartbeat. But his teeth had not broken skin at all.

She couldn't look anymore as the heartbeat rung in her ears like a bell; ringing on and on she put her hands over her ears and turned around to run out of the room; keeping her eyes closed tightly. She ran on and on until her lungs screamed at her to stop; and then she ran on gasping for breath. Her body ran smack into something and she fell backwards. She looked up from the cold metal floor at what she had run into through the darkness; a tall man stood in front of her not facing her.

"I'm sorry…" she said getting up, but he didn't even seem to notice her.

"Hello?" She said looking at his back in the dark room they were in.

He didn't answer; but she did notice what he was dressed in, some sort of red and black military uniform. His grey tail twitched slightly behind him as he stood there.

"Excuse me?" She walked up to the front of him and then let out a gasp.

It was Wolf. Certainly a younger Wolf, but she knew that violet gaze anywhere. He wore a plain black patch over his left eye and had a blank stare on his face. When she noticed it was Wolf the rest of her surroundings seem to clear of the black slithering masses that had just clouded it. However she could still see the shadow lace, but only out of her peripheral vision; every time she tried to look directly at it, it would swoosh away.

"Well?" Wolf said to a figure emerging from a door she had not seen before.

"The shift change is in about three minutes; I suggest you get moving if you want to get a word in." Said a much younger looking Leon, he adorned the same red and black uniform that Wolf did. And he looked even skinnier; if that was possible. Wolf gave him a nod and made a fast stride down the dimly lit metal hallway.

Billie trotted after him; lucky for her she seemed invisible to them. As they went onward Billie looked over at the young Wolf taking in his details, he was the same height as the Wolf she was familiar with, but he had less muscle tone and seemed more… well angry. Wolf always had an enraged look in his eye: that was just the way he was she guessed. But this Wolf just looked… like someone who was looking for blood. He quickly turned corners, corner after corner, and then made a jog down a short hallway and Billie stopped when he did. A brown ape in a uniform similar to Wolf's, but with subtle differences passed by and Wolf gave an awkward sort of nod; which the ape seemed to ignore completely. Wolf turned his head and watched him go, when he was out of sight he quickly rushed into the room; Billie followed her bare feet making noise on the cold metal that only she could hear.

They entered what looked like a solitary confinement cell. The entire room was dark except for the area behind two walls of bars that contained a single prisoner. Wolf slowly walked up to the first set of bars and looked in at the vulpine sitting in a crumpled heap on the floor. Billie stood beside him, put her hands on the bars and winced at the figure. He wore nothing but a shredded pair of green pants and his fur looked matted, with dry blood. He bore fresh burn scars and stitched up gashes all over his flesh.

"No…" Billie said in realization. "Please no…" Tears stung at her eyes as the vulpine looked up with a pair of bright emerald eyes; bright with an unbroken spirit.

"Well, well, this is a surprise… guess Andross got sick of the usual torture." He said in a surprisingly clear voice.

"You know… I've been waitin' a long time to see you like this." Wolf said through the darkness… but he didn't sound angry, or disappointed. He sounded… remorseful almost.

"Wish granted." James said with a chuckle. "So, are you here to shoot the breeze? Or are you some kind of a messenger? If you are, tell Andross I think that was his grandmother trying to work me over the other day; barely felt a thing." He said, but Billie could see him shaking… maybe from hunger she guessed, or pain.

"How can you still be so level headed about this?" Wolf said in disgust.

"Comes with age." James said.

"See? What is that, a fortune cookie?"

"Nah, just something a friend of mine said to me once." James said.

Billie felt like she wanted to throw up at those words; she had said that to him so many times… Even after everything he had endured after they quit speaking; he still thought of her as an old friend. Didn't he?

'Is this real?' She thought gripping her head or was she just going crazy. Then she heard Wolf speak again.

"You're still damn fool McCloud! Once Andross is through with you; he's going after Corneria. The entire world and everyone on it will burn. And you don't even try to fight back."

"Oh I'm not too worried about that. I may have failed to kill Andross… but my son will not." James said looking into Wolf's eye with a gaze of stone certainty.

"You've finally lost it McCloud… Turned in by your own teammate, you helped your other stupid friend get away, and for what? So you could stay here; why don't you try to break out huh? Why do yah just sit there?!" Wolf spat.

"Well if you're offering to help…" James said. Wolf just stood there silently, and then he turned around.

"That's your problem Wolf… That was always your problem…"

Wolf quickly turned back and gripped the bars pushing his muzzle through.

"At least I'm on the winning side!" He said, the angriest Billie had ever seen him.

"For the moment." James laughed.

"You're crazy, and you are gonna to rot in that cell and die!" Wolf said storming out.

Billie watched Wolf march out in anger and then turned and watched James in his cell. He didn't look sad, or happy. The look on his face was one of pity.

"That's everyone's problem…" He whispered as the scene went black around Billie.

"No… NO!" She cried reaching out for the fading silhouette of James. But she had no pull in this world of illusions; she could only black out.

Wolf stood looking at James and Billie talk as if he were actually there still.

"Well, at least put some pants on." James said turning around not to look.

"Ugh, pants at a time like this?" Billie said digging around through piles of tools and books.

Wolf kept staring on at the scene, unable to look away. As she threw some white jeans on and a black t-shirt James had been looking at one of her desks; there was an empty bottle of vodka and a huge bowl of sliced up and squeezed joogee fruit.

"You been drinkin' again?" James asked turning to the fully clothed Billie.

"NO… I was drinking yesterday." She said like there was a huge difference.

"Well, a bounty hunter should stay on their toes. You never know when something will happen." James said looking at her wall of posters.

"Yeah that's true… tell me have you ever seen, THIS ONE." Billie yelled tossing the vodka bottle at him, as they had been walking around the room.

James turned and caught it with an:

"OOO!"

"Oh yeah, what about this one!" she threw the bowl at him.

"OOOO!" He caught it with his other hand.

"OH, you think you're so cool! With your pilot reflexes!" Billie said waving her hands around in the air.

Wolf looked on as the two stood there and laughed for a minute.

"So, Jameses! How is Vixxy?" Billie inquired lifting up a small garbage pail and tossing old fruit into it.

"She's good; she's still getting used to the idea of this mercenary thing." He said putting the objects she had thrown at him down.

"Yeah, how much more dangerous could it be than being a soldier." Billie said jokingly.

"Yeah, that was my argument… But uhm, Billie that's actually why I came over."

"I thought we were done talking about that." Billie said dismissively, she tossed the pail down and started picking up scattered papers.

"Well, you would be perfect for the job… and come on, Peppy and Vixxy, they are all exited to meet yah. They were really disappointed that you didn't get to the wedding. And…"

"James." Billie said slamming her palms onto the desk. "We talked about this."

Wolf noticed her not making eye contact with the vulpine. And a grimace grew on his face when he realized what was coming next; this was the falling out Billie had told them about.

"Yes Billie: we did. And now I'd like to talk about it again." He said crossing his arms.

Billie whipped around to look at him, well to glare at him.

"Look, you don't have to be there 24/7; you can bounty hunt on the side if you'd like. All I'm asking is that you at least come down and meet the guys you know."

"Pass…" Billie said walking out of the door to the side of the room. James followed.

"Billie! It's not like you'll lose anything. You can still live here and-"

Wolf followed them out to see Billie's baby parked under a large canopy, hidden from view. There was also a large flower box with joogee fruit vines growing on it in the warm soil. He turned his attention back to them as they continued arguing.

"Look James! You are my best friend; and I told you my reasons were my own for why I can't join. So stop it!"

"Well, Billie! You are one of my best friends too! You taught me about tech; you told me how to talk to women, and even told me how to go about asking Vixxy out. And as my friend, I would think you would want to help."

"Why is this so important to you all of a sudden?" Billie said turning around to look at him in the sunshine.

"I said before, if you join I'll tell you." James said in a low voice.

"James…" Billie said feeling trapped by her blood. "Clearly, we no longer have anything to gain by working together. You are going to be busy with this freelance stuff; and I'm going to be busy with bounty hunting stuff. So maybe you should just go." Billie said in a voice; shaky with either anger, or sadness Wolf couldn't tell.

James stood there and nodded slightly.

"Billie, if you change your mind-"

"I know how to find you…" She said turning around and walking barefoot to her baby.

Wolf watched on as James hung his head and turned around; walking slowly back to his Arwing. And then looked over at Billie standing next to her ship, still as a statue; he walked over to her but everything faded to black before he could reach her.

Billie and Wolf's eyes shot open at the same moment as the sun began to break on the horizon of Fichina. Billie sat up in her ship and held her head.

"Was that… real?" She whispered to herself.

Wolf opened his eyes, and picked his head up off of the cold garage floor and then looked at the dawn breaking over the snowcaps. He whipped cold sweat off of his brow and slowly stood up.

"How… was I able to see that?" He said gripping his head, still feeling a bit woozy.