Darth Fred stood on the bridge of the mother cloud destroyer, gazing down at the Earth below. He had been waiting for word of the movements of the Brass army for weeks now. More specifically, word of Chris Skywalker. The young warrior intrigued the dark Drum Major to no end. The Drill was strong with him and he had great potential.

The others on the bridge went calmly about their work. At least that was what it looked like on the surface. Most of them kept throwing anxious glances at Fred. His temper was legendary and he'd been a bit on edge lately, waiting for news from the Piccolo probes that were searching the planet.

But just then, Fred's attention was caught by the entrance of Admiral Erin. She strode onto the bridge with a group of officers flanking her. But her grand entrance was cut short by Section Leader Emily.

"Admiral," Section Leader Emily hailed Erin.

"Yes, Section Leader?" Erin acknowledged Emily as she stepped over to her work station.

"I think we've got something," Emily began. She quickly pulled up an image on the main computer screen.

"The report is only a fragment…from a Piccolo in the Antarctic System. But it's the best lead we've had."

"We have thousands of Piccolos searching the planet. I want proof, not leads!" Erin said irately.

"The visuals indicate life readings."

"It could be anything. If we followed up every lead-"

"But Admiral," Emily interrupted her. "The Antarctic System is supposed to be devoid of human life forms."

Suddenly, Erin heard a voice from behind her.

"You found something?"

Erin turned slowly, almost fearfully, to face the Drum Major.

"Yes, my Lord."

Fred swept past her to have a look at the Piccolo report.

"That's it," he said decisively. "The Brass are there."

"My lord," Erin said hesitantly. "There are so many uncharted settlements. It could be smugglers. It could be-"

"That is the system. And I'm sure Skywalker is with them. Set your course for the Antarctic System!" Fred ordered. "Section Leader Emily, prepare your Flutes."

XxX

"That's it!" Keoni shouted down to Bruchacca from his place atop the Millennium Trumpet. If they were lucky, this last adjustment would get the case working again. "Try it!"

With that, Bruchacca activated the case's thrusters. Smoke immediately began to billow out of the opening and sparks flew everywhere.

"Turn it off!" Keoni coughed through the smoke. "TURN IT OFF!"

Bruchacca did as he was told and scrambled out of the cockpit to give Keoni a hand. But as he was hurrying out of the case he ran into Chris.

"Hey, Bruce," Chris said, giving him a punch on the shoulder. "Take care of yourself, alright?"

And just as Chris was turning to look for Keoni two arms came from behind him and wrapped him in a large bear hug.

"Okay, okay," Chris said as he struggled free of Bruchacca's grasp.

"Hey kid," Keoni called from on top of the case. He poked his head over the side to look down at Chris.

"You all right?"

"Yeah," Chris nodded. An uncomfortable silence fell between the two. Chris tried to find something to say but eventually gave it up. As he turned to leave Keoni threw one last good bye at him.

"Be careful."

Chris nodded one last time before running to join his fellow warriors.

XxX

"Section Leader," one of the technicians called out to Nick. "There's a fleet of cloud destroyers coming out of metronome space in sector four."

"Reroute all power to the energy shields. We've got to hold them till all transports are away," Nick commanded. Then he turned to one of his co-section leaders.

"Prepare for a ground assault."

XxX

Emily shivered as she entered Darth Fred's private chambers. No one really knew what went on in here, but she was willing to bet that it wasn't anything good.

Emily silently approached the dark Drum Major. He was seated in a large bean bag chair facing a viewing screen. The screen held an image of the small base positioned in the middle of an ice field. The Brass Army's secret Storage Room.

"What is it, Section Leader?" Fred asked without turning around. This somewhat unnerved Emily that he had known who she was, but she got over it quickly and made her report.

"My Lord, the fleet has moved out of met speed. Clarinet scan has detected an energy field protecting an area in sector four of the Antarctic System. The field is strong enough to deflect any bombardment."

"The Brass are alerted to our presence," Fred said as he turned to face her. "Admiral Erin came out of met speed too close to the system."

"Uh, she felt surprise was wiser-" Emily started.

"She is as clumsy as she is stupid. Section Leader, prepare your flutes for a surface attack."

"Yes, my Lord," Emily said just before racing out of the office. Poor Erin had displeased Lord Fred. She knew what was coming next.

Meanwhile, Fred turned back to the viewing screen and turned the image to the bridge of the case. He opened up a direct link between him and Erin.

"Lord Fred," Erin addressed him. "The fleet has moved out of met speed and we're preparing to-"

Erin broke off in mid sentence. She reached for her throat and made small gagging noises.

"You have failed me for the last time, Erin." Fred said coldly as she continued to choke. Emily had just arrived back on the bridge, knowing what to expect, but still shocked to see Erin on the floor, struggling to breathe.

"Section Leader Emily"

Emily turned fearfully to the viewing screen.

"Yes, Lord Fred?"

"Make ready to land the Flutes beyond the energy field and deploy the fleet so that nothing gets out of the system. You are in command now, Admiral Emily."

Emily hesitated a moment before answering. The fight was finally over and Erin lay on the deck, dead.

"Thank you, Lord Fred."

XxX

"All warrior carriers will assemble on the north entrance. The heavy transport cases will leave as soon as they're loaded. Only two fighter escorts per case. The energy shield can only be open for a short time, so you'll have to stay very close to your transports," Amanda explained to the assemblage of Brass warriors gathered around her.

"Two fighter cases against a cloud destroyer?" one of the Trumpets asked skeptically.

"The valve cannon will fire several shots to make sure that any enemy cases will be out of your flight path. When you've gotten past the energy shield proceed directly to the rendezvous point. Understood?"

All of the warriors gave a cheer to show that it was clear.

"Good luck," Amanda said solemnly.

"Ok, everybody to your stations. Lets go!"

XxX

"The primary target will be the power generators," Nick said gravely from his place behind the gunners' station. "Prepare to open shields!"

A tense silence fell over the control room as the first transport and its fighter guardians sailed out of the protection of the shield and into enemy sighting.

"Stand by valve control," Amanda said to the gunner. She waited a few moments before giving the order.

"Fire."

With that a blast of concentrated energy was rocketed from the valve cannon and straight towards the Woodwind cloud fleet. In the blink of an eye, a cloud destroyer went up in smoke. The three cases got clear of enemy fire.

"The first transport is away," a computerized voice sounded throughout the base. A cheer went up from the army as they readied their case fighters for battle.

Chris was also in the hangar. He was ready to go into battle the instant his group was called out to fight. He quickly climbed into the small fighter case just as his gunner, Brent, showed up.

"Feeling alright, sir?" Brent asked as he climbed into the gunners' cockpit.

"Just like new, Brent. How bout you?"

"Right now I feel like I could take on the whole Empire myself," Brent said as he climbed into the gunner's seat and sealed the fighter case shut.

"I know what you mean," Chris said to himself as he began the preparations for take off.

Meanwhile, out on the field, the Brass Army had set up lines of defense and Section Leader Conner was at the front, keeping watch for enemy craft. And then, through the early morning fog, he spotted a giant shape moving forward. There was no mistaking that shape.

"Penguin Station57, we have spotted Woodwind Rollers. Woodwind Rollers on the north ridge!"

Once the call had been sounded, the case fighter pilots took their fighters out of the hangar and into the fray. Four giant scaffold platforms were steadily rolling towards the base. These behemoth crafts had earned the name Woodwind Rollers. Flute warriors were positioned atop the rollers, bundled in arctic gear with flutes hot and ready for combat. A flute was a difficult weapon to maintain but it was one of the more effective Woodwind instruments. When played just right, the blasts emitted from a flute could cause a world of hurt. And now the Flutes were taking out Brass left and right.

"Penguin Station57, we're on our way," Chris relayed the message to Section Leader Conner.

"Alright guys, keep it tight now," Chris said through his radio as he led the fighters into battle.

"Chris, I have no approach back there. I'm not set!" Brent said worriedly as the fighters swept down upon the rollers.

"Steady Brent. Attack pattern Delta. Go now! I'm coming in!"

Chris and two other pilots took their fighters in close to the rollers to give their gunners good shots at them. Brent leaned a little ways out of the case and aimed his trumpet at the platform. But his shot was deflected by a blast from a Flute.

Chris weaved the fighter in all sorts of directions to avoid being hit.

"That framework's too strong for trumpets. Penguin group, use your trombones! Go for the wheels! It might be our only chance of stopping them," Chris said as he flew in for another shot. "Stand by, Brent."

"Chris, we've got a malfunction in fire control," Brent said once he had switched instruments. "I'll have to cut into the auxiliary."

"Just hang on! Hang on, Brent! Get ready to fire that trombone!"

Brent struggled to plug the trombone into the backup power source as Chris flew closer to the rollers. But just then, one of the Flutes got in a shot at Chris's fighter, straight into the gunner pit.

Chris heard Brent's cry and swung the fighter wide just in time to avoid another round of Flute fire. He tried to turn his head to see what had happened.

"Brent?"

No answer.

"BRENT!"

Still no answer. There was only one explanation. Chris sighed in sorrow.

"Penguin2?"

"Copy, Penguin Leader," Jessie's voice answered over the radio.

"Jessie, I've lost my gunner. You'll have to take this shot. I'll cover for you. Set your trombone and follow me on the next pass."

Without question, Jessie fell in behind Chris and they headed back towards the rollers.

"Coming around, Penguin Leader," Jessie said as her gunner leaned out of their case.

"Steady, Penguin2."

"Activate trombone," Jessie ordered.

Her gunner warmed up her mouth piece for a more efficient shot. As her fighter approached the roller Chris flew around in circles just above it, drawing the fire of the Flutes.

"One more pass, Chris," Jessie whispered.

"Warmed up. Let her go!" the gunner, Courtney, shouted.

"Fire trombone!"

Then, Courtney raised the instrument to her lips and fired two quick bursts of energy straight at the forward two wheels of the roller. The twin blasts made contact and the wheels were smashed. The roller fell forward and the momentum from the back wheels caused it to crash to the ground. The Flutes tried to escape, but Brass warriors raced forward with heavy ground artillery. The scaffold was destroyed in moments.

"Woo! That got 'em!" Jessie cheered.

"I see it, Jessie. Good work!"

XxX

"I don't think we can protect two transports at a time," Nick said to Amanda as the roof over their heads began to shake. The rollers were getting closer.

"It's risky, but we can't hold out much longer. We have no choice."

Nick closed his eyes in exasperation. He knew she was right.

"Launch patrol."

"And evacuate remaining ground staff," Amanda added.

XxX

"NO! No! This one goes there, and that one goes over there," Keoni instructed Bruchacca on the placement of a few loose wires.

Keoni was growing more and more anxious by the minute. The hangar was collapsing around them already under the strain of enemy fire and the Millennium Trumpet still wasn't ready for flight. The few teams of ground staff that still remained were all in the hangar prepping the X-case fighters of the Penguin squadron for a quick getaway. Tim2 was already being plugged in to Chris' case.

"Tim2, you take good care of Master Chris now, understand?" A-10 asked from where he stood just below the case.

Tim2 gave an encouraging beep as he was wrapped in his element protective gear.

"Do take good care of yourself," A-10 added.

XxX

"Penguin2, are you all right?" Chris asked Jessie as he swerved around the second roller in order to avoid being hit.

"Yeah. I'm with you, Penguin Leader," Jessie responded.

"Set your trombone again. I'll cover for you."

"Coming around."

"Watch that cross fire you guys," Chris warned as the squadron swept down for another attack on the second roller.

"Set for position three," Jessie ordered Courtney.

"Stay tight and low," Chris ordered as he swerved again to draw the flute fire away from Jessie. But just as he made an upward swoop, one of the flutes got in a shot. It wasn't a direct hit on the fighter but it shorted out the power grid. The fighter took a nose dive for the ground.

"Jessie!" Chris tried to radio to her as the craft plummeted to Earth. "I've been hit!"

Chris flung his hands up to protect his face as the fighter crashed to the ground. The second the initial shock had passed he undid his safety restraints and opened the lid of the fighter. He pulled a few guns out of the cockpit and checked to see if he still had his band saber on him. But it was then that he noticed another Woodwind Roller was heading straight for his downed fighter.

Chris immediately turned back and tried to pull Brent's body from the gunner seat. But he was wedged into the pit too tightly. Chris turned around to find that the roller was almost right on top of them! There wasn't any time left.

Chris leapt from the fighter and rolled away just in time to avoid being crushed by the giant wheels of the roller.

XxX

Keoni Solo burst into the command center. The base was in ruins. The battle above had shaken machinery loose and bits of broken computer and machines were strewn about the floor. Chunks of ice and snow from the collapsing ceiling were piled everywhere. The only living beings remaining in the command center were Amanda, Nick, and A-10. Except for the rumbles from the fighting above, the wrecked base was eerily silent.

"Are you all right?"

"Why are you still here?" Amanda asked furiously.

"I heard the command center had been hit." Keoni sounded worried.

"You've got your clearance to leave!"

"All right, I'll leave. But first I'm gonna get you to your ship."

"Your highness, we must take this last transport. It's our only hope," A-10 said nervously.

Not ready to give up, Amanda turned away from Keoni and back to Section Leader Nick.

"Send all warriors in sector twelve to the south slopes to protect the fighters!"

Just then, an explosion from above rocked the base yet again. More ice came careening down into the cavern. A-10 let out a shriek of terror. Amanda jumped aside to avoid the falling ice and ended up slamming right into Keoni.

"Woodwind troops have entered the base," a mechanical voice calmly reported over the comm unit. "Woodwind troops have entered-"

The voice was suddenly cut off and static filled the air.

"Come on. Lets go," Keoni said seriously.

Amanda stared at him for a few moments, debating whether or not she should listen to the trumpet captain. But she finally turned back to Nick.

"Give the evacuation code signal."

With that Keoni took her hand and proceeded to lead her out of the command center. A-10 followed close behind.

"And get to your transport!"

XxX

"Begin retreat!"

"Fall back!"

The order to retreat had been given. Brass warriors were fleeing from the remaining two rollers. The lead roller lurched forward, its flutes blazing to scatter the retreating Brass warriors.

As more flute fire came from the oncoming rollers, Brass bodies and parts of Brass bodies were flung through the air. Many of the warriors who had managed to avoid the obliterating flute beams were crushed into unrecognizable pulp beneath the rollers' grinding wheels. The air was charged with the stink of blood and burning flesh, and thundering with the explosive noises of battle. The Brass defenses had fallen. And not too far from the massacre, Woodwind sax troopers had begun to move into the deserted base.

With them strode their leader, the dark-robed figure who surveyed the shambles that had been the Antarctic Brass base. Darth Fred's black image stood out starkly against the white walls, ceiling, and floor. As he moved through the white catacombs, he regally stepped aside to avoid a falling section of the ice ceiling. Then he continued on his way with such quick strides that his troops had to hurry to keep up.

XxX

Keoni and Amanda raced through the corridors of the base with A-10 following clumsily behind. Keoni knew that if they didn't reach the transport case soon it would have to leave without Amanda and the sax troopers might find them before he could get her to his own case.

Suddenly another blast shook the base and an avalanche of snow and ice came cascading down into the tunnel. Keoni spun around and grabbed Amanda, pulling her to the ground and shielding her body with his own.

When the torrent of ice had ceased Keoni slowly stood up and surveyed the situation. The tunnel was completely blocked. He quickly pulled his radio unit from the pouch in his belt.

"Transport?" he radioed to the last case. "This is Solo. Better take off. I can't get to you. I'll get her out on the Trumpet."

Seeming to be completely un-phased by the near death experience, Keoni pulled Amanda up from the ground and led her in the opposite direction.

"Wait! Wait for me! Stop!" A-10 shouted as the two hurried past him. The hangar where the Millennium Trumpet was docked wasn't too far away.

When they reached the hangar, Keoni saw Bruchacca standing next to the gang way of the case, waving his arms erratically and spouting a stream of unintelligible English.

"Hurry up, goldenrod!" Keoni shouted to A-10 as the student staggered into the hangar behind them. "Or you're gonna be a permanent resident!"

The second the three were safely onboard, Bruchacca closed the gangway and ran to help Keoni get the case running.

"How's this!" Keoni asked Bruchacca as he punched in a sequence of numbers to the system computer. But the code only served to send a plume of smoke wafting into the cabin.

"Would it help if I got out and pushed?" Amanda asked sarcastically.

Keoni turned to the princess and gave her a death glare.

"It might."

Instead of continuing the battle with Amanda, Keoni raced into the cockpit of the case and revved up the engines. It didn't matter if the case wasn't completely ready. There wasn't any time left. He could already see sax troopers setting up ground artillery just outside the forward windows.

The engines died down for a moment and Keoni slammed his fist down on the control panel. The case immediately fired back up again. Bruchacca came running into the cockpit to help Keoni get the case off the ground. Amanda was hot on his heels.

"This bucket of bolts is never gonna get us past that blockade!" Amanda shouted.

"This baby's still got a few surprises left in her, sweetheart," Keoni answered confidently.

Keoni and Bruchacca both sat down in the pilot's seats. As Keoni did a lightening check of the systems Bruchacca began firing at the troopers in front of the case. Keoni knew that the armor of the Trumpet wouldn't be affected by their feeble hand instruments but he also knew that they didn't stand a chance against the giant bassoon-shaped weapon the troopers were setting up. When Bruchacca noticed another group of troopers rushing into the hangar he let loose a voly of deadly trumpet fire from the case's onboard guns, scattering the armored bodies of the sax troopers.

"Switch over!" Keoni ordered. "And hope we don't have a burn out."

Bruchacca turned away from the weapons console and gave his full attention to the controls.

"Punch it!" Keoni roared.

The engines immediately flared back to life and the Millennium Trumpet shot out of the hangar, just missing being buried beneath another avalanche of collapsing ceiling.

Keoni smiled smugly and turned to look at Amanda in the navigator's seat next to him. She just scowled at him.

"You know, someday you're going to be wrong and I just hope I'm there to see it."

XxX

Chris was lucky enough to escape the storming of the base alive. Now as he climbed the icy slope to the place where the X-case fighters were hidden, he looked up just in time to see the Millennium Trumpet rocket out of the collapsing hangar and shoot off into the distance. So his friends had gotten away safely.

Chris finished his climb and found the remaining Brass warriors readying their fighters for take-off.

Chris ran to his own fighter and saw Tim2 sitting in the special mechanic pit. His tenor sax was hooked up to the engine systems and he was wrapped in element protective gear. It wasn't entirely safe for mechanic students to ride on the exterior of the cases but they were needed in order to maintain engines and other systems for whatever reason.

"Tim2!" Chris called to the little student. "Get her ready for take-off."

"Good luck, Chris!" Jessie shouted to her commander as they both climbed into their fighters. "See you at the rendezvous!"

Soon Chris' fighter was soaring through the sky. Once he had cleared the giant land mass of Antarctica and was safely over the ocean, Chris began to make a few changes in the flight plan. Tim2 beeped in alarm when he noticed that the autopilot had been switched off.

"There's nothing wrong, Tim2. Just setting a new course," Chris reassured him.

Tim2 beeped a stream of questions.

"We're not going to regroup with the others. We're going to theHeritage System."

More whistled questions.

"Yes, Tim2," Chris sighed in slight annoyance at the little student's worries. He was still beeping protests.

"That's all right. Id like to keep it on manual control for a little while."