A big, pure white, polar bear in a full military uniform was walking down the hallway of the still being constructed palace. Medals all over his uniform revealed that he was a high ranked official. The only thing though, was that he was not a Cornerian soldier. His uniform was pure black, which only made his medals shine all the brighter, and he wore a black beret tilted to the side of his head.

Through the windows the dreary and poisonous look of Venom's atmosphere was the only change in scenery from the endless stream of barren landscape. The palace through which he was walking through was only half finished. Soon after the palace was finished, more structures were to be created.

The polar bear stopped at the end of the hallway in front of two giant doors. On either side of the doors were wolverines standing guard. The wolverines opened the door and the polar bear walked inside into the throne room. The throne room was expansive, but like everything else still incomplete. At the end of the room were stairs that led up to the throne itself.

There was someone sitting in the throne, but because the throne was in shadow all the polar bear could see were a pair of cold, piercing eyes. The polar bear walked forward and stopped in front of the stairs. He then lowered his head and bowed.

"Your eminence," he said, "we have driven off the intruders and have also destroyed the Cornerian base on Macbeth. Unfortunately, we had expected to destroy the intruders before they got to Macbeth, so we sent only a small force to accomplish the task. Though they emerged victorious, they also suffered heavy casualties."

"How heavy?" came the deep and demanding voice from the person sitting in the throne."

"We lost two cruisers, another is heavily damaged, and the remaining two suffered varying degrees of damage which can be repaired rather quickly. We also lost several hundred starfighters."

"What of the ship that spotted us? Was that destroyed along with the base on Macbeth?"

"I regret to inform you that the ship escaped. As soon as Cornerian ships from Macbeth started arriving, the ship broke off its course and escaped. We believe that it headed for the secret base located in Sector X. My sincerest apologies for failing you my lord."

"It is okay. In fact it is actually a good thing the ship escaped. There is something on board that ship that I want, but I'll explain that at a later time. Now that we've been discovered, we need to act before they can fully grasp what is happening around them."

"The troops are yours to command my liege. What are your orders?"

"We still need some time before we can launch the full invasion of the Lylat System, but for right now we can weaken their position and prevent them from counterattacking. Macbeth is gone and that's a good start, but it's not good enough. We need to strike at their base in Sector X. Without it they will have no bases on this side of the system and nowhere to launch an attack on us from. Once Sector X is gone, we will have the time to prepare the invasion."

"It shall be done."

"I'm counting on it. Don't disappoint me admiral."


The Sector X space station was all a buzz with worry and anticipation after the arrival of the Great Fox. Cornerian soldiers dressed in full body armor and armed to the teeth were patrolling the corridors of both the space station and the shipyards. Shields were activated and laser cannons were being put on standby.

The officials in charge knew that an attack was coming, just not when though. That is why as soon as the Great Fox arrived with news that the Lylat System had been invaded they put both the space station and shipyards on full alert and called a special meeting with the members of Star Fox. Fox and Falco headed off to the meeting while Slippy stayed behind to repair the Arwings.

"What exactly is this new enemy composed of?" asked Commander Joshua, the avian in charge of the shipyards.

"To tell you the truth we really don't know." said Fox apologetically. "We don't know who they are, but we do know that they have a fleet the size of at least five times the size of Andross's fleet at the height of his power."

"Whoa, that's big."

"Well what are their ships like then?" asked General Matthews, the hedgehog in charge of the space station.

"I'll tell you what their ships are like!" answered Falco irritably. "They copied our ships."

"What Falco is trying to say is that their starfighters match the designs of the original Arwing models."

"What! But isn't that impossible? You guys haven't even shared your Arwing designs with the Cornerian Fleet."

"Wait, there's more. Their flagship, or what we believe to be their flagship, resembles the original Great Fox exactly."

"Well wait a second; if all their ships are based on the original designs and all the ships you have now are more advanced, then shouldn't they be no match for you guys."

"We don't know. We have no idea what kind of modifications they could've made."

"What other ships do they have though?" asked Commander Joshua. "So far all you've mentioned are starfighters and one capital ship. Now unless they have tens of millions of starfighters, that can't be all the ships of a fleet that is five times bigger than Andross's."

"No, they have others." replied Falco smugly. "The rest of their capital ships are what we believe to be cruiser class ships. Their defenses don't seem to be that great, but their firepower and speed are unlike anything I've seen before."

"But if their defenses aren't that great, we can just blast their ships to smithereens before they even get close to our ships."

"Wrong! When I said that these things are fast; I meant it. When we started to retreat toward Macbeth we had a sizable lead on them. Let me tell you. Those cruisers were gaining on us fast. If Macbeth had been even a little farther away then they would have definitely caught up."

"But with the Great Fox's new shields," said General Matthews, "you should've had nothing to worry about."

"That's where the biggest problem lies." said Fox. "These cruisers attack in a way, well, that I've never seen before. Yes, they do have two turrets alongside their bridge that point forward, but that's not it. The majority of their laser turrets are located on the sides of the ship. Obviously these ships were meant to use their incredible speed to get alongside a ship and then blast it to hell. None of the ships in the Cornerian Fleet, the Great Fox included, has any lasers along its sides, so we are at a clear disadvantage."

"Great, that's just great." Commander Joshua said sarcastically. "What the hell are we to do know?"

"Get ready for the fight of your lives." replied Falco as he rolled his eyes and crossed his arms. "We all know that us finding them was not part of their plan. This means that we've thrown their entire plan into disarray and that they're going to be acting sooner than they normally would have. Now I'm sure Macbeth has fallen since this new enemy could call for reinforcements and get them rather quickly. That means that this base will be the next target."

"That's impossible." General Matthews laughed. "This is a hidden installation. There's no way that some enemy from possibly outside the system will know we're here."

"No, Falco's right." said Fox. "They've apparently done their homework before even entering the system. I have no doubts that they know where every military installation is located; including this one."

"So what should we do? Should we call for reinforcements?"

"No, there isn't any time. For all we know the enemy is already on its way. We're just going to have to use what we've got here. Commander Joshua, what's the status of the ships at the shipyards?"

"We have five of the brand new ships for the fleet about three-quarters of the way done in their construction, another three that are still in the beginning phases, and two of the older ships that were so heavily damaged during the Aparoid Invasion that their scheduled for scrap."

"Okay, here's the plan. Put a skeleton crew on each of the five ships which are almost completed and send them to Corneria. By doing this we ensure that the ships survive and that they can be completed at the Cornerian shipyards."

"Also, we're going to need to put people inside the two older ships." stated Falco.

"You're crazy!" shouted Commander Joshua. "Those two ships are hunks of junk. They'll never be able to fly let alone perform the battle maneuvers that will be required."

"We don't need the ships to fly. All we need is the weapons. Also, if the three ships that are still in the beginning phases have any working weapons equipped to them, then we can use them as well."

"Is this really all that we can do to prepare ourselves?" asked General Matthews; more to himself then the others in the room.

"General Matthews! Commander Joshua!" shouted a soldier as he burst into the room. "We're picking up signals on our long range scanners. They don't match any known Cornerian configuration. ETA is twenty minutes."

"Damn! I was hoping we'd have more time. Commander Joshua, get crews on those five ships and send them to Corneria immediately. I want them gone within ten minutes. We can't afford to lose them. I'll meanwhile get the troops ready for the attack. Fox, Falco, you know what to do."

"We won't let you down sir." said Fox.

"We'll fight to the bitter end if we have to." said Falco.

"Let's just hope that it doesn't come to that." said Commander Joshua as they all ran out of the room.

Within fifteen minutes both the space station and shipyards were ready for the attack. The five new ships were already on their way to Corneria, and the three just started ships and the two decrepit ships were manned and ready to fire what few weapons they had on them. All laser cannons were charged and ready to fire. The shields were set to full power and all remaining power was now being evenly distributed to the weapons and shields.

The Great Fox was positioned between where the enemy forces would appear and the space station as well as two other Cornerian battleships. These two ships were always stationed at the space station for just this sort of emergency. Dispersed throughout the rest of the empty space were hundreds of Cornerian starfighters and Fox's, Falco's, and Slippy's Arwings.

Tensions were high among everyone. The Cornerian troops were worried seeing as how just two months after the Aparoid Invasion they were being thrust back into battle and with an enemy that was supposedly stronger. Star Fox was worried because they had already faced this enemy and seen how big of a force they had. Everyone just watched their scanners as numerous ships just got closer and closer.

Within a matter of minutes the first of the enemy ships could be seen. The first ship that they all saw, which dealt a heavy blow to their morale, was the enemy flagship. Seeing a ship that resembled the Great Fox on the enemy' s side was just distressing. Their morale just kept going down more and more as the enemy fleet before them grew.

In the end there were 30 cruisers, the flagship, and somewhere close to a thousand starfighters. For right now they were just floating there. They had yet to make any hostile action, so everyone just stayed put to see what would happen.

As they waited there Falco examined their formation. It didn't resemble any formation he had seen before, but somehow they had formed a tightly knit net with their ships. The 30 cruisers were arranged in ten rows of three with no more than 50 feet in between them. The flagship was centered out in front of this group with about two hundred of the starfighters surrounding it. The rest of the starfighters were scattered between the cruisers.

"This is Admiral Seth of the Triumvirate Fleet." a voice crackled over the comm. "I wish to speak to whomever is in charge here. If you value your troop's lives, then you will disarm your weapons and surrender immediately."

"This is Fox McCloud of Star Fox," he replied confidently, "and we will never surrender. We will protect the Lylat System from all who wish to do harm."

"Fox McCloud of Star Fox! Where is James McCloud? I was expecting him to lead Star Fox into battle against us."

"My Father! How do you know my father?"

"So you are the son of the famous James McCloud. You're just as stubborn as him."

"Answer me! How do you know my father?"

"Forget this turkey Fox." Falco said. "He's just trying to psych you out. Stories about your dad can be found all over the Lylat System. He knows damn well that your father is dead and that you are his son. Don't let him get to you man."

"James McCloud is dead." said Admiral Seth aghast. "That is unfortunate to hear indeed. He was a great warrior and widely respected. If you don't feel like meeting him in the afterlife, then I suggest you surrender now. Then again, maybe you do want to visit dear old dad."

"That's enough!" shouted Fox. "I told you before that we will not surrender. We will fight to the last man if need be. It is you who will be going to the afterlife. Attack!"

Fox's Arwing shot forward at full speed. Falco, Slippy, and all the other Cornerian starfighters followed after him. The two battleships stayed near the space station. They didn't remain silent though. They charged up their forward weapon arrays and fired into the Triumvirate Fleet. The space station and shipyards fired there weapons as well.

As Fox drew close to the Triumvirate Fleet he went into a continuous barrel roll to deflect the incoming enemy fire. As Fox continued his barrel roll he shot his lasers while swerving from side-to-side into the enemy fleet. Those ships that weren't destroyed were forced to scatter due to the extreme recklessness in front of them. The answer to Fox's behavior was easy though. Fox was just plain pissed.

By causing the enemy starfighters to scatter, Fox created an opening that the Cornerian starfighters quickly took advantage of. All the starfighters that were forced to scatter were quickly tailed by either Falco, Slippy, or a Cornerian pilot and blasted into space dust. Their advantage soon dissipated though, and the Cornerian forces were once again face to face with more than double their forces.

Fox didn't stay back with the others though. He used the hole that he had created in their net to blast through their lines and target their flagship, which was now slowly retreating behind the Triumvirate Cruisers. Fox knew that Admiral Seth was on that ship, and he was going to shoot it down and end Seth's life.

Fox checked his smart bomb inventory and saw that he had only three of them. If he was going to shoot down the flagship alone, then he was going to have to make those shots count. Luckily for him, since their flagship was a replica of the Great Fox he knew exactly where to hit them to cripple the ship. All he had to do now was get past the 30 Triumvirate Cruisers.

Fox checked his scanners and saw that there were no enemy starfighters anywhere near him. He didn't have to look far to find them though. Fox looked behind him and saw that every single Triumvirate starfighter was engaged with the Cornerian Fleet. By the looks of it, neither the battleships or the space station had suffered any damage. The starfighters were a different story though. Fox estimated that at least half of the Cornerian starfighters had been destroyed.

Fox now looked to see what kind of damage had been done to the Triumvirate fighters. He didn't like what he saw. Where half the Cornerian starfighters had been destroyed, only one-fourth, maybe less, of the Triumvirate starfighters were gone. Fox cursed and then faced forward again. He figured that if he could take out the enemy flagship, then maybe this battle would be over.

Fox's eyes grew wide with disbelief and his heart sank into the pits of his stomach when he faced forward. The Triumvirate flagship was gone, or at least hidden from view. In its place the 30 cruisers had formed a wall. Each ship had positioned itself sideways so that their main weapons were facing the direction of the space station. The ships were so close together that Fox couldn't see any space in between them. It just looked like one giant wall of laser turrets.

The wall of ships now glowed as every laser turret started charging up their lasers. Fox's eyes grew even wider as he realized what was about to happen. He switched on his comm to warn the fleet, but it was too late. The Triumvirate Cruisers unleashed their monstrous payload and Fox was forced to go into an extreme nosedive. The only thing that escaped Fox's mouth before the pressure of the nosedive drove him back in his seat was a loud curse.

Falco blasted the two fighters in front of him and then did a loop to get behind another fighter that was chasing him. The fighter pilot was caught unawares and Falco easily picked him off. Falco started searching the battlefield for his next target when he heard the comm channel open. He waited for whoever opened the comm to speak, but there was nothing but silence. After waiting a few seconds, a loud curse came over the comm. Falco recognized the voice as Fox's.

Falco began searching frantically for Fox's Arwing. As he turned in the direction where he knew Fox had gone, his eyes grew wide with fear. Seeing 360 lasers all at full power charging straight at them just stunned Falco. He didn't know what to do. He was like a deer caught in headlights. As the lasers grew closer Falco regained his senses and pulled his Arwing up. As he did he opened his own comm channel.

"All Cornerian ships," he shouted as quickly as possible, "scatter! I repeat; scatter! Get the hell away from the engagement zone!"

Slippy didn't even wonder why Falco was saying this. He knew that if Falco was telling everyone to scatter, then something really bad was about to happen. He just threw his Arwing into a nosedive and stayed that way. The other Cornerian ships weren't as compliant. Most of them started looking around to figure out why Falco had said that. For most of them it was also too late by the time they reacted.

The 360 lasers just plowed through the engagement area. Almost three-fourths of the remaining starfighters were wiped out in an instant. As for the Triumvirate starfighters, very few of them were destroyed. The majority of the ships got out of the way just as the lasers approached. Those that were destroyed died because they were too stubborn to stop chasing their prey.

The remaining lasers continued their approach toward the space station. The Great Fox and the two Cornerian battleships tried to run interference, but their shields were quickly brought down forcing them to get away from the assault. The Great Fox ended up taking minor damage along the bottom of its hull, but the two battleships took a lot of damage crippling many of their systems.

The lasers now reached their mark, the space station and shipyards. The force of the attack overloaded and destroyed their shield generators and the remaining lasers punched holes into the structures. Both structures were now leaking out air, equipment, and more importantly, soldiers. Half the laser cannons on both structures were also taken out of commission.

When Fox came out of his nosedive he immediately looked toward the space station. Fox went into a state of shock as he saw the carnage before him. Debris, equipment, and soldiers now littered the space around the space station. Fox watched as the now superiorly numbered Triumvirate fighters picked off the few remaining Cornerian fighters.

As he continued to watch many large shapes appeared overhead. The 30 Triumvirate Cruisers had now broken their "wall" formation and were heading full speed toward the space station. Their forward laser cannons were firing continually to finish off the Cornerian forces. Fox looked back at the now distant Triumvirate flagship and knew that the battle had been lost.

He knew that preparations had already been made at both the space station and shipyards for an evacuation, so they would be able to evacuate in a matter of minutes. The Great Fox and the Cornerian battleships could go to warp all the way back to Corneria, but the Arwings and starfighters couldn't. They could only warp a short distance away; just enough so they could escape the battle.

Fox now started typing instructions into his computer console. He wanted the space station and shipyards to evacuate and head to section 5 of Sector X. The starfighters, Arwings, the Great Fox, and the battleships would follow. Fox knew there wasn't enough time to dock all the remaining fighters into the battleships, so this was the only option.

When he finished typing he shot his Arwing forward. All 30 cruisers were in front of him, but Fox wasn't going to let all 30 cruisers make it. He armed his smart bombs and aimed his ship toward the three closest. He figured that if he could hit the middle engine of the middle row on each of them, then he could cripple all their engines and in turn their ships. He fired all three smart bombs, and, just like he figured, the three cruisers were now crippled.

Fox shot past them and inputted the coordinates of sector 5 into his computer for when he makes the warp jump. He then opened the comm channel and started transmitting the instructions he had written.

"All Cornerian forces," stated Fox, "I am sending you a set of coordinates. By now I'm sure that you've all realized that the battle has been lost. We have no choice but to retreat. Everyone is to head to these coordinates immediately. Good luck."