Disclaimer: I do not own Star Fox

Disclaimer: I do not own Star Fox. This series was created and published by Nintendo. All respect and copywriter ship goes to Nintendo and whoever is in part of making Star Fox.

Author comments beforehand: This was a hard chapter to come up with. I didn't know what to make Wolf's thank you was until I realized what Wolf truly loved, which was being a pilot. Lucy also wanted to be a pilot at one point in her life so I realized the perfect way to do this chapter was a whole Wolfen extravaganza. HA! Originality! Nobody has ever done this before from what I can see so I am proud to say that I might be the first to have someone but Star Wolf in a Wolfen! Enjoy this chapter!

P.S. This is my first time writing any sort of air-military-battle-thing. So…uhhh…be a bit nice?

Beauty and the Beast

III. Who's Afraid of the Big Bad Wolf?

Lucy the day before couldn't fathom that this would occur. When she meant interesting, she just got that. Wolf was on her right while Panther was on her left. Leon was next to Wolf's side. They each stared up at the colossal ship known as the Wolfen. Lucy glanced over at Wolf who had a proud look on his face, as if the Wolfen was actually a child learning how to talk rather than a sleek air machine. She smiled at him, both having their secret moment of happiness.

"So, you will be the only creature other than me to ever touch a Wolfen," replied Wolf in a deep, soothing voice, "How do you feel, Ms. Hare?"

Lucy was too shocked by Wolf's calm voice to notice that he was mocking her. "I-I feel like this is a dream."

Wolf gazed down at the hare. "Oh? You dreamed of flying a Wolfen?"

Lucy turned so now they were looking into each others eyes. Wolf's tail swayed calmly as he looked down at Lucy's magenta eyes. Lucy peered up at Wolf's single lavender eye. But she didn't focus on just the normal eye; she looked at the bionic eye patch as well, which gave Wolf a surprise. But, he shook it off and listened to what she had to say.

"When I was a little girl," Lucy began, "I always wanted to be like my father. Strong, kind, compassionate to others…He was the definition of 'hero' to me." She paused and took a deep breath. "I dreamed of being a pilot. I wanted to experience what my father felt when he flew. The adrenaline rush of flying through the skies, maneuvering the ship, dodging anything that came into my path…just simply gliding like an un-caged bird."

Wolf's eye softened. He looked at the woman and saw what he felt each time he piloted his Wolfen. He felt his heart grew to a relaxing rhythm, as if listening to her made the world seem like a soft cloud. Wolf never imagined that this girl could make a feeling he once felt come back. Leon and Panther both picked this 'vibe' up and stared at Wolf like he had two heads. Even they could not believe that Peppy Hare's daughter was bringing out a side to Wolf they had not seen.

Lucy smiled a bit, her two front teeth glittering in the lights. "Mr. O'Donnel, you really are not as bad as they say you are."

Wolf then returned to his old self with that. He blinked and chuckled, a low rumble from his throat. "You haven't truly seen what I can do."

Lucy looked away and nodded to the Wolfen. "Let's fly. Teach me everything you know." Wolf grinned at that and opened the cockpit. "Alright then! Let's see if Peppy Hare's daughter can handle a Wolfen!" Leon smirked and opened his cockpit as well. Panther purred softly, making note of how Wolf reacted before boarding his own ship.

Wolf started to climb the ladder to his cockpit while Lucy looked up at the thirty one year old lupine with a confused expression on her face. Once he was inside, he moved his head over to the side and called down to her.

"Alright then, come on up."

"W-wait," she replied nervously, "I thought I was flying the Wolfen."

"Oh you are," he said, "But you need someone to supervise you."

"So what you're saying is that you and I will pilot it together?"

"If you can think of any other way to do it, let me know Professor."

Lucy blushed madly. She would be sitting in the same cockpit as Wolf O'Donnel. I don't like the looks of this! The lady hare thought. I hope he knows what he's doing.

The hare took a deep breath, hoping it would come down her humming bird heart. She felt like it only sped up faster. Lucy then grabbed the ladder and began the long climb. With each step, she advanced on the ladder. The ladder's cool metal bars did settle the heat a bit, which she was thankful for. After a few minutes, she reached the cockpit. She took a moment to gaze at its internal beauty.

The cockpit itself was smaller than an Arwings'. The seat for starters, was made of metal, but it had leather cushioning so it was acceptable to sit on. But not for too long, she noted, it must hurt to sit in that thing for who knows how long fighting. She moved her eyes to the duel handle break system on either side of the cockpit. The handles had grips on them for easy usage and each had two pairs small buttons at the top. One was larger; the other was smaller. Lucy figured that she would find out their uses later. She looked in front of that to see a foot petal for acceleration. "Wow," she murmured. She then looked at the front of the cockpit where the control pad was. It wasn't lit up now, but she can tell that there must be a holographic image setting for setting the ship in place and for any other dynamics. This is also where the weapon changes are installed, Lucy guessed. She had no clue herself since she only knew the mechanics of an Arwing.

Wolf looked at Lucy as she took in the cockpit's interior. He then sighed and leaned back and waited for the hare to notice his presence. "Ready to take off?"

"I-I think so."

"Excellent, come on in. It's going to be cramped, but if you sit in my lap, you should be alright."

"IN?!" Lucy yelped, her face becoming red again.

Wolf chuckled and grabbed under her armpits, gently lifting her into the ship. She yelped from surprise until she was sitting with Wolf in the Wolfen. She blushed because she wasn't sitting on top of his legs but in between them. Worst off, he didn't even seem to care about this at all. Lucy gulped and she started to breathe faster as the cockpit's ceiling closed over them.

"Take deep breaths," said the deep voice behind her. "You don't want to get yourself worked up over this."

Lucy nodded and got her breathing back to normal. "Good. Now, I want you to hold the break system. Use the smaller buttons to turn the ship on. The holographic image system will appear and then I want you to type in the code, 'VD3850X92U'. That is the way to get the ship started."

Lucy reached with her left to the left break and then did the same with the opposite hand. At the same time, she pushed the smaller buttons and the image system came to life. A pad developed in front of the twenty three year old and showed a key. She typed in the code Wolf gave her and the machine started to rumble.

"Excellent. Now, I'm going to open the doors to outside and then I want you to count down take off. Leon and Panther will go ahead and then I want you to press down on the foot petal and use the two large buttons. Once you press down on those," he replied, "I want you to pull them inward to yourself then pull them back hard. You'll feel the engine start and that will take you in the air."

Lucy nodded and her heart pounded in her chest. She felt Wolf move his hand to her right side to press something and the doors in front of the three Wolfen opened to reveal the snow covered grounds of Fichina. The runway arched to an eighty six degree angle pointing to the sky above. She saw Leon's and Panther's Wolfen already begin to charge up and start moving forward.

Lucy then started her countdown. "Ten…Nine…Eight…" She gripped the break system and pushed the foot petal a bit, moving the ship a bit forward. "Seven…Six…Five…" She shut her eyes and tensed up a bit. Then Lucy took a deep breath and re-opened her eyes. This is your moment Lucy, she told herself. Make this baby fly!

"Four…Three…Two…One!"

She did as she was instructed, pulling the breaks inward then back toward her hard. She felt an energy boost and the ship propelled itself into the sky. Automatically, without Wolf saying anything, she pulled up a screen to reveal her G-Diffusers and she punched in codes and with luck, made them stable. She was now airborne.

Wolf grinned and looked to his left and right, seeing Leon and Panther on either side. He reached passed the hare and turned on the communication system. Soon, two small pictures of Leon's and Panther's heads appeared.

"Wow, I'm surprised she made it. Then again, it IS Wolf teaching her the ropes!" Leon replied in his gnarly tone, almost giggling.

"Lucy is more than you think," Panther said in a soothing voice, "She is a brilliant individual after all. Though, I prefer someone else…"

Lucy shuttered a bit. She knew Panther was being nice, but that comment at the end made her feel awkward. I wonder who the poor girl is to have to deal with Panther's flirts, she thought.

"Alright, now on to part two of our lesson," Wolf broke in, sounding a bit irritated. Lucy nodded and awaited her next instructions.

"Now, what I want you to do is ease off the acceleration. After you did that, bring up the key pad again and set it to basic laser canons. Once you do that, I'll have Leon come at us with some shots. You'll try to avoid and hit him three times."

Wow, he's giving me the full tutorial! Lucy couldn't help but lift the corners of her mouth. It was almost like she was by herself, doing it like she was piloting for years. Father, she thought, I can finally be close to you…

Lucy then brought up the kept pad, finding the 'weapons' choice. Then another section came up and she quickly pressed the basic canon option and she felt the Wolfen jerk. On the outside, two panels on the lower area of the ship opened and two small, lean canons appeared. They each began to glow a bright green. Then what happened next surprised her. A holographic goggle image appeared in front of her eyes and revealed a lock system and a target image, showing Leon's and Panther's Wolfen moving along side Wolf's. She then saw one ship move from its formation and turned to face her own. She gulped as the fight began. Lucy looked out the front window and began her best to evade the on coming shots.

"Eeeeek!" Lucy screamed as a shot hit the Wolfen. The hare turned to head to see a health gauge appear on the left wall beside her that read "ninety four percent". Lucy looked ahead and then decided the best way to dodge the blitz was through her father's techniques. She moved the breaks inward then forward, slowing the ship down a bit. Then, she pulled them up and tilted them so that the ship began moving backwards. Wolf narrowed his eye in surprise as he experienced the U-turn being put into play. Once it was executed, she pressed on the accelerator and pulled up behind Leon. She then swiveled the ship so that she was facing his tail. She then pressed the larger buttons and let the first attempt of using the canons begin.

Lucy got one shot in and she heard Leon grumble. She smiled at her first hit but then quickly changed her expression once he mimicked her and did a U-turn so that he was facing her front again. He began firing and she got hit a number of times. She glanced five times to see that she now had fifty four percent of health left on the Wolfen. Lucy looked at the barrage and panicked slightly. Now what? She thought.

"Think about it before you act," Wolf said. "What can you do to avoid getting damage to your ship?"

Lucy glanced behind her and then up front. What CAN I do? She thought nervously. What would father do at the time like this?!

Lucy took another deep breath and thought quickly. Then, it clicked. She smiled and then felt the confidence flow through her blood. She quickly pulled the breaks back to her and tilted to the left. Wolf had barely enough time to react as he felt the Wolfen turn quickly. He then realized it was doing an infamous barrel roll.

"What?!" Leon exclaimed seeing the Wolfen doing the signature Star Fox move, "She's doing barrel rolls?!"

"Yes," Panther said, watching the battle, "It certainly is interesting."

Then, after she got in close, Lucy button mashed and sent the lasers flying. She successfully got two shots in and cleared the mission. She heard Leon screech with rage as she flew away.

"I-I did it!" Lucy smiled wide and looked up at Wolf as if she had just one first place in a competition. "Did you see that? I could never imagine that the barrel roll technique worked on a Wolfen!"

Wolf smiled a bit at her. "Yes, that was truly a remarkable experience. Now, lets move on to the next battle."

"Panther will now do the same as Leon, but this time he will use more of the weapons that the Wolfen has. I'm not going to give you any clues on how to access them, seeing how you managed to figure out the break system in a short amount of time."

The hare felt heat rise to her cheeks and she looked away from the older man. Then, she let herself look back and listened for the last bit of instruction.

"After you get five shots in on Panther, we'll turn around and head back to the base. Once we've docked, we'll get out and figure out what to do from there." Wolf replied gruffly.

"Alright," answered Lucy, readying herself for the final part of her flying lesson.

She peered at the holographic goggle system and saw Leon's ship pull back while Panther's pulled forward. Lucy then moved in after Panther, pressing on the foot petal moving the ship forward.

At the moment, it was a game of cat and mouse. When Panther maneuvered to the left, so did Lucy. When he pulled under, she did. The weaponless battle slowly started to irritate Lucy's teacher and she heard him growl a curse. She giggled at Wolf's anger. "I hope you remember it's not your battle," Lucy replied."

"Whatever," Wolf replied, "Just make something happen."

"As the old saying goes, be careful what you wish for, Mr. O'Donnel!"

And that's when his wish was granted. Panther turned his ship around and fired a bombardment of medium sized missiles. Lucy eased the ship out of the way and used the basic canon system to get in one successful hit before pulling away. Then Wolf growled suddenly, startling Lucy.

"You idiot! What are you thinking showing your tail to the enemy! You'll die if you don't think of something!"

Lucy gulped as she saw the health gauge go down bit by bit. She then did a U-turn and successfully got herself and Wolf to safety. Once she got on Panther's tail, she changed the weapon to a medium sized canon like Panther and fired three shots. Each got in.

"Two more shots to go," Lucy said.

Then, Panther turned like he did before and brought out the bad of the bad. The Nova bomb. Lucy gulped and she knew what she had to do. Mimic Panther and hope that her shot got in before his. If only I knew his health gauge, the lady hare thought. She changed the weapon and closed the canon hatches and the outside revealed the hole to the bomb. Lucy had to get the timing right and she didn't know when it was. Lucy glanced at Wolf and he looked down at her with his arms crossed. All secrets, she thought.

She then remembered something. The lock system! Lucy hadn't tried it before, and this was the perfect moment to test it out. Lucy gulped and tried the smaller buttons on the break system and felt the lock system activate. "Yes!" she exclaimed. Lucy held the buttons down and kept the ship moving and felt it lock on Panther's Wolfen. This is it, she thought, now or never!

Lucy quickly pressed the larger buttons and fired a single Nova bomb. And at the same time, Panther fired his. Of course, Lucy thought rolling her eyes. Now she had to think fast to avoid Panther's and her own Nova bomb. With these two bombs it will definitely either satisfy her requirement or send the Wolfen spiraling to the planet below them, and she really didn't want that.

Then, the explosion happened. Both Wolfen were engulfed in the flames of the bomb and its only spectator was Leon. He anxiously awaited the aftermath. "It's either the girl or Panther," he said to himself.

Once it cleared, he looked. On his screen it showed that Panther and Lucy had survived it but now they each had one percent health left and that wasn't enough to get them back, but she successfully got the requirement. Leon even smiled a bit at this. "Not bad," he said through the communication system, "Not bad at all!"

Panther grinned and saluted to her. "Lovely work, Lucy Hare!"

Lucy's eyes glittered and she felt tears come to her eyes. I did it! She exclaimed in her mind, I lived my dream! Lucy turned to face Wolf. Even he was smiling. And not one of his devilish grins, but what seemed like a true, heartwarming smile. "Good job, Lucy."

Lucy felt her heart race. Her cheeks reddened and she gazed up at Wolf. They stared at each other for awhile longer before Lucy turned around and brought the Wolfen back to the base, barely making it.

--

After landing the ship and getting out of the cockpit, Lucy was surrounded by the Star Wolf crew each giving their comments. Lucy took it all in, enjoying the criticism. After awhile, they talked a bit and the Wolf offered to take the lady hare home. And so, the two were walking side by side to Lucy's apartment. The trip was in silence, with all the excitement of the battle behind them. The only noise that was created was through the crunching of Lucy's and Wolf's boots under the un-melted snow. The sun began to sink as they walked past the café they met in a month ago. Lucy glanced in to it and she saw the elderly dachshund. He noticed her as well and he gave a small wave. She waved back and then turned back to her walk with the leader of Star Wolf.

Soon, they reached Lucy's apartment. She turned to Wolf and smiled sweetly.

"Thank you so much. That definitely was something more than what I did."

"Not really," Wolf replied simply, "I was merely returning the kindness you showed me."

The silence dwelled on the two. Then, Lucy dug into her coat pocket to reveal something. Wolf looked as she got a key off her key chain. Then, she held it out to the taller lupine.

"Here, I want you to have this. You're welcome into my home anytime. I would love to have you over when you're on Fichina."

Wolf's eye widened. He never in his life thought something like this was possible. But, he couldn't help but feel happy. Wolf was really beginning to like this girl, if he hadn't already. He took the key and put it in his pants pocket.

"Thank you, I suppose. I'll come visit sometime."

"I'm looking forward to it." Lucy said. She then took her other key on the chain and unlocked the door.

"Bye… Mr--… I mean Wolf."

Before Wolf had time to see her blush, to comprehend that she broke her habit, the door was closed and she was gone.

CHAPTER THREE END

Wow, this has to be one of my favorite chapters so far. I had a blast writing this. The battle was certainly a challenge and I watched many Star Wolf fighting videos so I can try to get a feel of the Wolfen. So, I hope I did a good job with the descriptions and everything, because it was hard to do!

As you can see, the relationship thing is starting to kick off now. Next chapter, it'll definitely spark a bit, I'm not gonna tell you how because you'll just have to find out!

Also, going to one of my comments/reviews from chapter two:

Yeah, I found two versions of the spelling for O'Donnel. I'll change it from now on to two 'll's. But for this chapter, it'll be one 'l' since I'm a bit lazy to make the change, Also, I couldn't find any official age for Wolf so I'm going by that. From all the sites I found it ranges from what you said to even late 40s so I decided to go a bit younger but older than what Fox is. I'm sorry if you do not like that, but the information about Wolf is pretty vague so I'm gonna just play the safe card and make it a bit nicer for me. Thank you for providing that information though!

See you next time!