Rise of the Alters: Chapter 4

Story by Kazufox on SoFurry

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#5 of Rise of the Alters


Chapter 4: A Reawakened Power

Kazufox had found an old building and goes over in hopes of finding Fox. He remained hidden in the bushes as an armored pirate guard walks nearby. Kazufox tried to reach for his blaster but realized that it was still gone.

"Great. Looks like I'll have to find another way in." The fox muttered to himself looking around to find a tree with a lot of vines hanging down that he could climb into one of the broken windows. He saw that there were too many guards around to get by unnoticed so he picked up a rock and tossed it into the opposite direction. A small crowd went over to go see what it was as Kazufox quietly crept over and started climbing until he could reach the window. He jumped over and looked inside and saw Fox being held by the two pirates and Wolf with the knife.


"Listen pup, this is your last chance." Wolf said as he grabbed to patch of white fur on Fox's head holding his head up while keeping the knife very close to the vulpine in the other hand, "Tell me where he is or else I'll kill you right here and now." Wolf was now holding the knife close the Fox's throat.

"Sorry Wolf, but I won't tell you anything about him." Fox responded.

"A hero to the end." Wolf mocked, "You'll only die like a fool!" Wolf then drew back the knife about to strike, but the masked soldiers realized that Kazufox was there and began forming their hand alters. Wolf noticed this and stopped looking back at the group of mute soldiers. "Well, it looks like we have an uninvited guest." He nods to the refined alters and they strike the wall. The wall easily collapsed and Kazufox screamed out as he went down with it, but soon disappeared in a cloud of debris. The armored soldiers went over with their blasters out ready for the vulpine, waiting for the smoke to clear. They then heard a loud crashing noise. A few of the pirates went over closer to get a better view. Suddenly, there was another loud crash and Kazufox appeared from the smoke in his alter form with the three blades on his back and sealed eye, and delivers a powerful elbow hit to one of the pirates sending him flying back into another.

"Get him!" Wolf roared.

The pirates began to open fire on Kazufox as he punched the ground propelling himself to the railings on the upper walkway. Two hand alters grabbed each side of the rail and pulled it down and Kazufox had jumped back down, but was then under a lot of fire and used his alter arm to block the lasers. He was soon a hit in the back of his leg almost causing the fur to topple over. Kazufox looked over and saw the transfer gateway where more troops were arriving from in the corner of the room. "Gah! So that's where you bastards are coming from." Kazufox said to himself, "Shocking First Bullet!!" He yelled out as his right arm splits open and the bottom wing blade disintegrated. The blade had turned into a burst of sapphire colored energy that shot him towards the device and with one mighty punch had destroyed it creating an explosion knocking over the pirates that were nearby. The refined alters then surrounded Kazufox. "You guys again? It's been a while." Some of the masked fighters then sent their alter hands towards Kazufox. "Sorry, but I don't have time to play!" The fox said as he dodged and deflected their attacks and then tried to destroy on by attacking them head-on. His punch connected with one of the floating hands but then as more started to line up behind the one, Kazufox began to be pushed back. Some of the other hands lined up and then struck the first one with a force that sent Kazufox crashing into the wall. "If that's how you want to play then Terminating Second Bullet!!" Kazufox strikes the wall, making a large hole, and the second blade disintegrates and turns into a burst of energy. He then hits the lined up alters crushing at least three on impact and caused the rest to scatter some hitting the walls making the building begin shaking.

As Wolf watched, his anger slowly grew. Fox on the other-hand was watching in disbelief at what was happening. "Wolf was telling the truth afterall...is this what he really is?" Fox could only wonder. He started noticing that some of the masked soldiers had collapsed after that last attack.

"Wolf, we have to get out of here." Leon said.

"No, we're staying!" Wolf protested.

"At this rate the entire building will collapse on us!"

"I don't care! That brat...really knows how to piss me off!"

"If that's the case then let me take care of it." Panther said aiming his blaster, "I've got a clear shot from here."

"If you shoot him I'll rip your throat out!" Threatened Wolf, "This kid is mine and I want him alive!"

Kazufox continued dodging the remaining hand alters and then punched the ground sending him up towards the ceiling. He saw where Fox was as well as the Starwolf team. Kazufox punched off the ceiling sending him flying in Fox's direction.

Wolf realized who the alter fox was heading for. "Don't let him through!" Wolf ordered. The masked alter users sent their hand alters to stop Kazufox.

"Obliterating Last Bullet!!" Kazufox yelled as the final blade turned into energy shooting him past the floating hands. He was starting to get close but then three masked alters jumped in front of Wolf and formed and combined the yellow alter shields. Kazufox's attack hits the shield directly. "Damn you! Get out of my way!" The vulpine yelled out as he struggled to break through the shield. Then, four other refined alters went over forming the same shield and combined with the large one already there. With the last remain ounce of strength left in the attack, Kazufox caused a large explosion sending himself crashing to the ground while the shield wasn't even scratched. The smoke cleared and the shield disintegrates back into nothing while everyone behind it was undamaged by the attack.

Kazufox then got back to his feet. His alter was cracked with parts of his regular arm exposed and suddenly, the hand alters grabbed his arms and legs. He couldn't move after he used up most of his strength that last attack.

"Look at what we have here." Leon said as he and Panther walked over to Kazufox.

"So the traitor decides to show his face again eh?" Panther said, "Now I'm going to make you pay for stealing my beautiful Wolfen!"

"Back off!" Wolf roared, "I said this brat is mine and I meant it." Wolf walks over to the fox with the knife still in his hand. "You little bastard. Did you honestly think you could get away with what you did? Now I'll show you what happens to traitors."

Before Kazufox realized what was about to happen, he felt the sharp blade penetrate into his side. The fox screamed loudly in pain. "I'm going to enjoy making you pay." Wolf said as he twisted the knife causing the fox to scream even louder.

"Wolf, stop!" Fox pleaded, "Please Wolf, he's still just a kid!"

Wolf looks over towards Fox. "So what? I don't care if he's in diapers. A traitor is still a traitor. But this one...really pisses me off!" Wolf said as he jerked the knife out and stabbed Kazufox's left arm. The vulpine again screamed loudly in pain. Wolf then took a moment to look at his captive. He saw that his left side was bleeding and his left arm was dripping with blood from where the knife went in. Kazufox raised his head only to see Wolf's fist strike him. Wolf continues to hit the fox over and over.

"Wolf stop!" Fox cried out, "That's enough!"

"Shut up! You have no idea what this kid has done." Wolf angrily yelled as he grabbed Kazufox's throat and began choking him, "Nobody humiliates Wolf O'Donnell and lives to tell about it! Nobody!" Wolf continued punching Kazufox's face even after it had already started to bleed. Fox couldn't watch and tried his best to break free but the two soldiers only brought him to the ground face first. He could still see what was going on.

"That right arm of yours." Wolf said as he pulled out the knife, "You seem quite proud of it." Kazufox didn't say anything. "Without it, you're nothing." Wolf said as he inserted the blade into the exposed arm.

"Is that really Wolf?" Panther asked in surprise.

Leon nods, "Take note of this Panther. This is what happens when you cross Wolf. You experience a fate worst than death."

"How can you say that like it's nothing?"

"Because it's true. Although, Wolf always did lack an artistic style." Leon grinned, "Unlike me."

"Bah, disgusting."


"This pain...who's is it?" Krystal thought to herself, "Is it Fox? No. It's someone else...Kazufox?" Krystal continued flying not paying attention to the battle. She was soon tailed by one of the pirates and was taking damage.

"Krystal! Hey, wake up!" Falco's voice called out.

She awoke from her trance to realize that her shields were dropping at a steady rate. The enemy ship continued firing until Slippy fired on the ship blowing out the engines sending the ship into the trees below.

"Thanks Slippy."

"Krystal, is something wrong?" The amphibian asked.

"I'm sensing more of those strange thought patterns and one that's...different. And in pain."

"Is it Fox?"

"No, he's not the one I'm sensing."

"You don't think that it might be the other fox guy, could it?" Falco asked.

"I'm don't know. Wait...I'm sensing Fox. He's down there with them!" Krystal said as she flew her Arwing in the direction towards the base.


"Hey Shawn!" Ralph called out, "You okay?"

"Yeah," The eagle said while crawling out of his wrecked ship, "Just had some bad luck."

"Don't worry, we'll pick you up after we're done here." The reptile said as he began to fire on Slippy.


Falco noticed the pirate's ship chasing Slippy and gave chase. "Oh no you don't!" Falco said firing on the fighter causing it to turn away.

"That was a close one. Thanks Falco."

"Come on. Krystal knows where Fox is."


"Wake him up." Wolf ordered.

The hand alters tightened their grip and started twisting Kazufox's limbs. He woke up from the pain with his face bruised and his body, especially his right arm, was covered with cut marks. The visible parts of his green flight suit were almost completely stained with blood. Even in that condition he still remained in his alter form or whatever was left. Kazufox looks around and sees Wolf with the bloodstained knife in his hands and then Fox being held by the two armored pirates. He noticed tears coming down his face. Fox was crying...for him. Next, he heard the sound of an engine whine from outside.

"An Arwing." Leon said.

"Ah, must be Krystal no doubt." Smiled Panther.

"Damn, she must've sensed those alters." The lizard cursed, "Wolf! They know where we are."

"That was sooner than I expected." Wolf said, "Set some charges. If those dogs want this place so badly then let them keep its ruins. We've got a bigger catch with us anyways. McCloud comes with us."

"But sir, what about the boy?" One of the soldiers asked.

"Oh yeah, the brat." Wolf said as he looked over towards the masked alters controlling the hands, "Break him." At that, the hands began tightening their grip and started pulling Kazufox's limbs trying to rip him apart.

"Wolf no! Don't do this!" Fox pleaded.

"Save your breath McCloud, it's not going to do you any good." Wolf said coldly, "Let's go, this place is going to get messy."

"Aw...pity I couldn't stay and watch." Leon said with disappointment in his voice.


Kazufox looked up at Fox watching as he was being forcefully dragged out. He felt his muscles beginning to tear. Kazufox's breathing was cut off and had soon blacked out.

"I'm sorry Fox. I couldn't help you. I can't even save my own hide." The vulpine thought to himself.

"Kazu!" A voice screamed out.

"Huh? S-Serena?" Kazufox saw in front of him the horse and mouse soldiers taking the cat away and the white liger standing there laughing at him. "You! What the hell is so funny!?" The liger only gave a smirk before turning to leave. "Get back here!" Kazufox yelled as he tried to move but saw the alter hands holding him back.

"Kazu!"

Kazufox looked back but saw that they were already gone. "No, I...I'm just not strong enough. I've lost my power. I can't do anything to help anybody!" He then sensed an energy radiating inside of himself. "My power...I never lost it. It's been with me all this time. And now, I need that power...Serena, I promised that I would save you and that's what I will!"


The Starwolf team left the base with the armored pirates and masked soldiers. Fox was being dragged along held prisoner still struggling to break free. Wolf had stopped and looked back at the decrepit fortress.

"What is it?" Leon asked.

"I thought I heard something."

"Probably the sound of flesh tearing."

"Serena..." A voice from inside said weakly.

"Huh? What's he mumbling about?" Leon wondered.

"At this point does it really matter?" Panther said.


"My power...I need it back." Kazufox said to himself. His right arm began to glow a dim golden color. "More power. And...more. And more! I need more power!!" Kazufox's arm was shining a bright golden color and he shakes off the hand alter holding the arm and grabbed the one on his left arm and threw it off. He used his left hand to try and pry open his left eye. The Starwolf team ran back inside the building to get a better view at what was happening. They watched as Kazufox open his left eye but they didn't see an eye, they saw a glowing light. The eye was almost completely open as the right arm began to glow the same way.

Wolf had soon realized what was going on. "You!" Wolf called out to one of the pirates, "The detonator! Hit it now!"

"But sir, what about those masked guys still inside?"

"Do it!!" Wolf yelled.

The soldier pulled out the trigger device and detonated the explosive charges. There were explosions on each corner of the base and even in the hidden chamber that they had cleaned out. The Starwolf mercenaries ran over to the main group escaping the blasts from their bombs looking back watching the base collapsed on top of Kazufox and the four masked alters that were still inside.

"NO!!!" Fox screamed in horror watching the last of the building come to a crashing end.

"We've got to move, now!" Wolf commanded.

"Lord O'Donnell! Look!" One of the soldiers exclaimed pointing to the rubble.

Wolf looks over and saw that from the middle of the wreck was a glowing light, then a hand reached out from the rubble. Fox looked over and was more shocked than relieved to see the younger vulpine still moving. Kazufox was still alive and was pulling himself out and stood lurched over trying to keep his balance. His flight suit was torn, the metal boots were cracked and started to fall apart, his jacket was gone and the scarf soon came off and fell onto the wreckage. His arm and eye began to change shape and form as well as a large spot on his back.

"What are you fools waiting for!? Fire!!" Wolf yelled as he pulled out his blaster and fired a shot at Kazufox but only to have it just bounced off. Wolf stopped and looked on. Pieces of the building started to rise into the air surrounding Kazufox, the large pieces of metal began to disintegrate into the glowing body parts causing it to change shape even more.


Krystal couldn't concentrate on flying feeling the strain from sensing an incredible power so suddenly. Her Arwing soon began to head towards the ground. Fortunately, another Arwing was able to catch hers from underneath brining her back up.

"Hey Krystal, what's wrong?" Falco asked trying to steady his Arwing holding up Krystal's.

"I'm sensing...a great power." Krystal informed, "And it's getting stronger!"

"Krystal's right." Said Slippy, "I'm detected something on radar with an enormous energy signature."

In an explosion of power, Kazufox caused a pillar of light to rise up from the ground into the sky. The ships managed to avoid getting too close to the light.

"What the hell is that!?" Falco yelled, "Is that the weapon?"

"No, it's a completely different energy signature." Slippy explained, "And it doesn't even come close to reaching Solar."


As sudden as the light had appeared it vanished again. None of the ships had touched it or appeared that they were damaged from it.

"Hey, is everyone okay?" Ralph asked.

"Yeah, but what was that light?" An ape pirate wondered.

"I don't know."

"Hey, the base! It's gone!" Another pirate exclaimed.

"Oh no." An avian groaned.

"Hey, do you think that those masked weirdoes had something to do with it?"

"Picking up something on radar." Ronnie informed, "It's O'Donnell, he's okay."

"Alright, Wolf is okay. Now it's our job to make sure that he stays that way until they get to their ships."


After the light had disappeared, Kazufox emerged as a shadow in a golden aura. His left eye seemed larger than the right and he then slowly raised his newly reformed alter arm into the air. None of the space pirates had moved, but still had their blasters all aimed at the vulpine.

"We better get outta here!" One of the armored pirates holding Fox whispered.

"Yeah, I'm with you. Let's ditch McCloud and split!" The other guard said.

"No, it's McCloud he wants so we can use him as a bargain. He won't do anything if we still have our hostage.

"Everyone get ready to fire." Wolf said cautiously aiming his blaster. The masked soldiers began forming the hand alters and spread out in front of Kazufox. They all just waited for the fox's next move. One of the armored pirates shifted his foot back a little. Kazufox saw this and strikes his fist on the ground sending him flying towards the group and thrusts his hand into the guard's chest then tossed his lifeless body into others and then strikes one nearby pirate in the face with the back of his fist crushing the pirate's helmet.

"Shoot him!" Wolf yelled as he and the others began firing at Kazufox. The fox swings his arm sending a burst of energy in front of the pirates knocking them over, then he turned to Wolf. The object on his back began to spin sending him flying towards Wolf. Seven masked alters moved in front and formed their combined alter shield to create the giant shield from before. This time however, some of the hand alters attached to the shield filling it with even more power. Kazufox punches the shield directly in the center. As he strained to break through, a crack appeared over the left eye and right arm. With a loud yell, Kazufox shatters the shield creating a massive explosion knocking over everyone behind the shield and the refined alters that controlled the shield. Wolf looked up to see the shadow right in front of him watching as drops of blood dripped from the right hand as Kazufox walked over towards him.

"What's the matter Wolf?" The alter fox asked, "You look a bit scared."

"What are you?" Wolf asked glaring at the figure.

"Me?" The vulpine laughed, "I'm your worst nightmare."

Wolf looking around to find any back up but all that he found was everyone still recovering from the explosion including Panther and Leon. Wolf then saw his blaster near him but it was just out of reach.

"Wolf, I see how you deal with your enemies." Kazufox said raising his arm ready to strike, "Now let me show you how I deal with mine."

The two guards try to quietly escape with Fox into the trees. Fox still struggled and squirmed keeping an eye on Kazufox. Fox realizes what he plans on doing to his archrival. "Kazufox, don't do it!" Fox cried out.

The alter fox looks over towards Fox. Wolf then leaped for the blaster and started charging it. When Kazufox turned back, Wolf had fired a fully charged shot right at him point blank. He used his alter to block most of the attack but was pushed back.

"Everyone, pull back!" Wolf said as he dashed into the jungle. Panther, Leon and everyone else who was still able to move evacuated the area except the two guards. Kazufox was about to chase after Wolf until he heard Fox.

"Let go!" Fox yelled out still struggling. Kazufox turned over to the three.

"Shut up! One of the thugs said as he hits Fox in the back of the neck, "Do you want him to notice us?"

"L-look!" The other pointed out as the alter fox walks straight towards them. He took a few steps closer until one of the guards pulls out his blaster and holds it to Fox's head.

"Don't move or else he gets it." Kazufox ignored him and continued walking.

"It's not working!" The other soldier screamed.

"Didn't you hear me? I'll do it so you'd better stop!" The pirate yelled as he presses the barrel of the weapon into the side of Fox's head. This time Kazufox stops and the aura around him disappears and his body is visible again revealing that his right arm had become bulkier than before with two gold spikes on the side of the paw and a silver hatch on the back of his hand. The arm had a blade-like extension near the elbow and red shoulder armor. On the left eye was a blue eyepiece with orange spikes on top and a yellow propeller on his back.

"That's a good boy. Now turn around and start walkin." The thug ordered, but the vulpine just stood in place, "Are you deaf? Start walking or McCloud dies!" Suddenly then propeller on Kazufox's back began to spin again and launched him at the soldier. "S-stay back!" He screamed. The guard saw that the fox was coming for him so he turned his blaster on the vulpine and started firing but every shot was blocked. Kazufox rams the pirate with his shoulder sending him crashing into a tree with a loud bone-shattering crack. He then looks over at the other armored guard.

"Forget this! You can have McCloud." The soldier said as he shoves Fox to the ground and runs off. The propeller on Kazufox's back began to spin as he took off after the frightened space pirate.


The armored guard continues running through the jungle frantically. He keeps looking back to see if the alter fox was still following him and would stumble a few times from doing so. The pirate was soon tired from running due to the fact his heavy armor was restraining his mobility.

"I knew this was a bad idea." The pirate said to himself trying to catch his breath. The soldier checked to see where the alter fox was and didn't see anything. He turned to start running again but Kazufox drops from above on top of him and pins him to the ground. Kazufox wraps his alter arm around the soldier's arm while holding him down on the back of the pirate's neck with his left foot. Kazufox had his right knee pressed on the guard's back holding his left shoulder down with his regular arm.

"I see you like twisting other people's arms." Kazufox taunted, "Let's see how you like it!"

"W-wait! It's Kazu-Kazufox, right?"

"Yeah so?"

"Hey, it's me. Remember?"

"Sorry, I can't tell with that tin can on your head."

"It's me, Mitch! You know, I had that little party for you back at the base."

"The big ape, I remember. So what's your point?"

"You wouldn't hurt a friend, would ya?"

"Friend?" Kazufox laughed, "I never thought of you as a friend. In fact," The vulpine said slightly tugging on the pirate's arm, "You were one of the guys that liked to piss me off all the time!"

"Aw, come on. We were just funning with you, that's all. We're still buddies right?"

"Nice try, but I'm not buying it. Now...it's payback."

"Wha-? Wait! Don't do this!" Mitch cried out. Kazufox only grins as he tugs on Mitch's shoulder pulling his arm out of its socket. The ape soldier was screaming in a lot of pain. Fox wasn't too far when he heard the pirate's scream and rushed over. When he finally arrives, he finds Kazufox on the guard's back pulling his arm out.

"I surrender! I surrender!" The ape pleaded, "Please, just let go!"

"Kazufox, let him go!" Fox ordered, "He gave up so there's no point in continuing." Kazufox ignored Fox's orders and with one swift tug of his alter, broke the pirate's arm at the elbow before finally getting off. Fox went over to the pirate.

"No! Stay back!" The ape screamed.

"It's okay, I'll try to get you some help." Fox said.

"Go away!" The pirate screamed as he frantically tries to remove his helmet with the other arm. The light gray haired ape pulled out his blaster and pointed it to his head.

"Wait!" The pirate's screams were silenced after he squeezed the trigger. "Why did you do that?" Fox shouted, "He already surrendered, so why did you keep going!?"

Kazufox ignores Fox still and uses his left eye to search through the jungle and finds the location of the Starwolf's landing ground. He also saw one of the carriers and the Wolfens not too far away. "Shell..." Kazufox said as energy went the his alter hand causing it to glow slightly, "Shurigun..." The eyepiece on the fox's left eye locks on target and the arm splits open, "BURST!!" He yells as he fires a powerful energy beam that cuts through the trees and destroys the carrier and damages the other ships nearby including the Wolfens.

Fox was stunned, he didn't know who or what the other fox really was, and then thought more and more about what Wolf said, and looked back at the dead pirate. He rushed over to the pirate guard's body and saw that the arm was completely shattered at the joint. He then looks over at Kazufox and asked, "What did you do?"

"What did I do?" The vulpine laughed, "I just made things a lot worst for Wolf."

"That's not what I meant! I mean this soldier, he said he gave up but you still continued!"

"Why would you care? I thought they were your enemies?" Kazufox asked back, "I guess that's why you've never finished off Wolf. And besides, I wasn't the one that killed him."

"That's besides the point. It's true that they are our enemies but we're not cold blooded killers!"

"I knew him! He would've pulled out his gun and shot us both if I didn't do what I did!"

That statement stunned Fox when he said that he knew the simian. "Ah forget it." Kazufox said as he walks over and picks up Mitch's blaster. "Here, yours is trashed, right? So use this one." He said tossing the weapon over to Fox, "We better move, Wolf is probably on his way over right now."

"Kazufox, is it true that you're-"

"Come on!" Kazufox interrupted as he runs ahead.


"What was that!?" Falco asked.

"It's that same energy I've been-aah!" Krystal screamed as her ship was under fire.

"Krystal!" Falco called out as he tailed the ship chasing her. After firing a few shots, the ship finally went down into the trees below.


"No dammit!" Ronnie cursed as his ship heads towards the trees. The ship manages to survive from the impact and sits tangled by a few vines before crashing to the ground.

"Hey, you okay?" Ralph asked over the radio.

"Yeah, I'm fine." The rabbit said as he crawled out of his broken fighter. Right after he had jumped out of his ship, he thought he saw Fox and Kazufox in nearby. "That was...So, that punk was with Starfox this whole time!?" Ronnie growled to himself, "I always knew there was something about him. This proves that foxes can't be trusted." The pirate pulled out his blaster and checked it but the impact of the crash had damaged it. "Damn cheap weapons!" Ronnie cursed as he threw down the gun. He then chased after the two only being armed with a knife.


"What happened?" Wolf asked in surprise finding the wreckage of the carrier as well as other ships.

"No!" Leon screamed out, "Some of those alter users were in that carrier!"

"What!? Dammit, how many do we have left?"

"Sir, we have approximately thirty-six refined alters remaining." One soldier reported.

"Oh no!" Panther said, "We've already lost more than half our numbers."

"No..." Wolf said as he ran over to the wreckage. He looks around finding nothing but burning scraps of metal and stopped as he saw a hand rise up from the ground, then he found several more hands popping up. The surviving refined alters had pulled themselves from the ground. "Looks like I should give Andross a little more credit for making his toys more durable."

"Wolf, our ships are too damaged to fly." Leon said, "If we try to get out now then we won't make it out alive."

"But how did all this happen?" Panther asked.

Wolf remembers what happened with Kazufox's eye and what he said about it, "This? A little side effect from this arm here."

"That little brat. He kept his power hidden from me. And that energy...he did this." Wolf thought to himself, "I just know it!"

"Well Wolf?" Leon asked, "What do we do now?"

"We'll try to fix our Wolfens and in the meantime everyone else, get into a working ship and head on ahead. Once we find an opening we'll have the carrier escape here and head back to base." Some of the pirates weren't too sure about Wolf's idea and just stood there. "I said move it! Or else!" He yelled as the refined alters lined up preparing to attack if they were told to. The armored pirates then scurried to the ships and the ones that worked took flight.


Slippy's Arwing continues to chase after one of the enemy ships. The toad fires on the ship severely damaging it.

"I've got you now." Slippy said locking onto the ship. But before he could fire, he realized that he was being chased. "Whoa! Get lost!"

Another Arwing fires a charged shot obliterating the enemy ship.

"Slippy, pull it together." Falco said.

"Sure, sorry Falco."

"This isn't the time to be screwing around." But Falco's ship was soon rocked as it was being shot at. "Gah! You sneaky little..." Falco's Arwing did a loop but so did the enemy's ship. "So that's how you want it, then just try and keep up!" Falco said as he put his ship in a nosedive into the trees below while still being pursued. He flew his ship avoiding the trees while and the pirate followed closely. Falco has a smirk on his face as hit suddenly hits the brakes. The enemy ship behind him had to pull up since its braking system was nowhere near as good compared to the Arwing's. Falco then chased after the ship and charged up his lasers. "You lose, buddy!" The blue avian said firing the charged shot. The pirate tried his best to try and avoid being hit by it. "Come on, go down already!" It wasn't until another Arwing fired a charged shot at it the ship was destroyed.

"There's only a few of them left." Krystal said.

"Good to see you're back."


"They've got Akira!" One pirate cried out.

"Damn, he was one of our best pilots!" Ralph cursed.

"Hey, where's our backup? We're being-gaaah!!" Screamed one pilot as his ship was destroyed.

"No! We lost another one!"

"Hey, our reinforcements are here!" Informed another space thug.

There were only ten more ships that went into battle. Most of them were damaged but still able to fight. After the Arwings started firing at the ships, most of them went down in just a few hits.

"What happened to their ships?"

"Where's Wolf?"

"I-I don't know." One of the pilots said. He then noticed something on the ground below. "Hey, I think I see the kid."

"Kazufox?" Ralph asked surprised.

"Yeah and...and he's with McCloud!"


Laser fire continues as Fox dodges out of the way and returns fire taking out the grounded pilots one by one. As they continued firing a barrage of lasers, Kazufox steps in. The propeller on his back begins to spin again and he flies toward the pirates while dodging their fire. He strikes the ground in front of them creating a large explosion that sent the soldiers flying back. Laser fire continued from behind and one of the shots hits Kazufox directly in his left arm causing it to go limp for a moment.

"Shit!" Kazufox yelped. His alter eye traces back to the one who fired the shot and the propeller begins to spin sending him flying at a brown-feathered eagle.

"You traitor!" Shawn called out, "You're gonna pay for what you did!" The bird continues to fire at the alter fox but all of his shots are deflected.

"You're dead! Shell..." The arm splits open and the silver hatch opens absorbing energy, "Shurigun..." The eyepiece locks on target, "BUR-" But just then, he realized who he was attacking. "Shawn!" He tried to stop but it was too late, the worst of the attack was prevented but Shawn was still hit in the chest. As Shawn was being knocked back, he felt like his heart had exploded and his insides were shattered. Kazufox only watches as the eagle falls to the ground coughing up blood. "Shawn..." But he was too distracted that he didn't notice the dog pirate behind him.

"Behind you!" Fox yelled out. But before Kazufox could turn around, the dog shoots him in the back hitting the propeller sending Kazufox to his knees. Fox then fired at the canine in the head taking him out. He then ran over to the younger fox. "Are you alright?" Fox asked worried.

"I've...been better." Kazufox groaned.

"Some of your wounds are reopened."

Neither of them knew that Ronnie had been hiding in some nearby bushes watching the entire battle. He finds his chance now and carefully sneaks up towards the two foxes with his knife. He slowly came behind Fox and raised the knife ready to strike.

As Fox continued looking at the alter fox's injuries, he sensed something. "Something's not right." Fox thought to himself. He then turned around with the blaster in his hand ready to fire at the rabbit soldier.

"Look out!" Kazufox said as he used his alter to push Fox out of the way. He couldn't move himself because of the shot to his leg. He looked up and saw the blade connect with the alter eye, and as it penetrates through the already cracked eyepiece, a chunk of the blade breaks off as it cuts through into the eye. Kazufox screams out loudly in pain as the blade continues to cut through.

"Damn, I missed McCloud." Ronnie said, "But this will still work out at least taking out a traitor! You know something kid?" The rabbit asked pushing the knife even further making the fox cry out even louder, "I never really liked you." Suddenly, the rabbit felt a huge amount of pain shoot through his body. The pain felt so intense that he couldn't even scream.

Fox gets up to see what happened and when he sees what the pirate did and the drops of blood forming a puddle in the grass, he was in shock thinking the worst had happened to the other vulpine. "No!" Fox yelled out aiming his blaster. Fox didn't fire though because he found out that it was the pirate that was the one bleeding.

Ronnie looked down to try and find the source of his pain. He was horrified to see an orange arm sticking inside him with blood slowly oozing out and slowing pushing through.

"Do you want to know something Ronnie?" Kazufox said as he pushed through until he felt the pirate's spinal cord and grabbed onto it, "I never liked you either!" He then crushes the rabbit's spine and with the pirate's last breath screamed as his body fell over backwards limp. The alter fox then rips his arm out letting the body fall to the ground.

Fox ran over and saw the dead body and got a cold shiver down his back when he saw the rabbit with his eyelids still opened and face frozen in agony with a hole in his stomach. He looked over to Kazufox and saw that he still had the knife in his eye.

"Kazufox...Your eye."

"Don't worry, I'll get it." Kazufox said as he grabs the base of the weapon with his blood-covered alter arm. He clenched his teeth and with one strong tug, jerked his head back and had pulled out the knife. He pulled his head back forward whining in pain as the eyepiece was reforming the eye.

"How did you do that?" Fox asked with a surprised look on his face.

"I'll explain later." Kazufox said groaning in pain rubbing his eye, "Let's go."


"Damn, nothings working!" Wolf cursed as he banged on the controls of his Wolfen.

"Wolf, I've got an idea." Leon said, "I'm not sure if it'll work though."

"At this point I'm willing to try just about anything."

"What if we use those alter users to power-up the ships? If they can attach to each other then why not try our ships. Remember that shield?"

"It's worth a shot. Not like we have any other options." Wolf agreed.

"What? I don't want such horrid things to even touch my darling Wolfen..." Panther protested.

"You will and you'll deal with it!" Wolf shouted at the feline. Wolf looked over to the ground of masked soldiers and pointed, "You three, form your alters and attach them to the Wolfens." The masked soldiers did as they were told and formed their hand alters and attached them to the three Wolfens. The ships then began to finally start up. "It worked. It actually worked."

"That's incredible!" Exclaimed Panther.

"But why just stop there when we could add more power to our ships?" Leon added.

"That's not such a bad idea." Wolf nodded.

"I guess I'll do it if I must." Panther sighed facing the group, "Now then, I want you to form those hand alter things and attach them to our ships." Some of the refined alters obeyed while the others did not listen. "What is it now!? Wolf already instructed you to obey my commands also so form those alters already!" The other group formed giant dark gray bird-like creatures that were almost the size of the Wolfens. The alter birds had four red eyes and razor sharp beaks. "Well that's certainly different."

"Different group, different alters." Wolf said turning back to the other pirates still grounded, "Alright everybody, listen up! Leon, Panther and I will take these birds with us while you try to get as many ships as you can loaded onto the carrier. And if you can't get it then set it on self detonate mode. Once we take on McCloud's team, take the carrier and head back to base. Is that clear?"

"Yes sir!" The remaining armored pirates shouted in unison.


In the skies above, Ralph continues flying in his damaged ship. His was one of the lucky ones in better condition until he was being chased by an Arwing.

"Damn you Starfox." The gator cursed, "Get lost!" He tried his best to escape but his ship couldn't out maneuver the Arwing. "We really need better ships." He said to himself. Ralph then caught a glimpse of everything down below. To his horror, he found the bodies of the other pirates including two of the bodies that he recognized. "Shawn...Ronnie!" Not too far in the distance he saw Kazufox and Fox McCloud. "No...It can't be...Kazufox...?" Ralph said sadden to find out that he was with Starfox. The gator then figured that they sent him in as a spy the entire time. At this, his anger grew and his rage soon took over. "Damn you...Damn you to hell Fox McCloud!!"


"I've got you now!" Slippy said as the enemy ship was locked in his sights. When he fired, the ship had made a sharp turn towards the ground. "Where's he going?"

Krystal gasped, "He's heading towards Fox!"

"Oh no you don't!" Falco said giving chase firing at the ship but it dodges most of the shots. As the ship continues going down, Falco manages to damage the left wing causing the ship to pull up. Fox saw the incoming ship and pulled Kazufox to the ground and with the blaster, fires underneath the ship.

"That was a close one." Falco said.

"Falco, it's turning back. You need to shoot it down now!" Krystal said worried.

"I'm on it!"


"Was that...oh no." Kazufox said looking around for any means of communication to the pilot.

"What are you doing!?" Fox asked as he grabbed Kazufox's arm, "We've got to get back to the Arwing!"

Kazufox pulled away as the propeller started spinning sending him over to Ronnie's dead body. He searched the body until found a wireless radio in the jacket. He turned towards the direction the ship was coming from as it came back again. "Ralph? Ralph! Are you in there? Is that you?" There was no answer. "Answer me you stupid bastard!" After a long pause, a voice came over the radio.

"Kazufox..." The voice crackled over the radio.

"Ralph, it is you!"

"Why..."

"Huh?"

"Why the hell didn't you say that you were with Starfox all along!?"

"What? No! This isn't what it looks like!"

"Then tell me, what does it look like!?"

"I only met up with Starfox after I left. But I'm not one of them! I just need their help right now. Ralph, I've seen their ships and they're more advanced than yours. If you stop then I can help get you out of all this."

"I'll never stop fighting, even if it means that I lose my life. I want Fox McCloud dead!!"

"No, Ralph! Don't do this, please! I'm begging you!"

"Stay out of my way!"

"Don't do this! Ralph!" The gator had turned off his radio. "You idiot, why don't you just listen to me!?" The fox yelled as he threw down the radio.

"Kazufox!" Fox called out running towards the alter fox. Fox then stopped when he noticed a ship heading directly towards him.


"This time you're mine!!" Ralph roared, his ship heads on a one-way course towards Fox while still being shot at from behind. "It doesn't matter, once I kill McCloud, It's over for those Cornerian dogs! And I'll finally have my revenge on them." He then saw Kazufox move into his path. "Get out of my way!"

"Ralph! Don't do it!" Kazufox pleaded, "You're just gonna get yourself killed!"

"Kazufox! Get away from here!" Fox ordered.

The ship continues its path towards them. "Please Ralph." Kazufox said as he raised his alter arm, "Don't make me do this!"


"What is he...No! You fool! Get outta there!" Falco yelled out as he fired on the ship and manages to destroy the right wing.

"It's too late!" Slippy cried out.


With one powerful punch, Kazufox stops the ship in midair after being pushed back several feet. The ship only continued to push its way through causing the damaged engines began to strain.

"Fox, I don't know how long I can keep this up. So get going!"

"I can't just leave you here!"

"Go!"

Fox then reluctantly cleared out of the way.

"Get back here!!" The gator yelled out.

"Ralph! Get out of there! It's gonna blow!" Kazufox yelled out. The engines continued pressing against Kazufox but they didn't move. It wasn't until his damaged leg then nearly caused him to collapse that the ship started pushing him back more. The fox soon found some ground and stopped the ship's motion again.

"If you're gonna stand in my way then I'll take you down also!" The desperate pirate hollered as he continued pushing his ship until the controls began to combust. The only option now was for him to eject but his stubbornness refused to let him try and run out. It wasn't until a picture had fallen out of his jacket and into his lap that he finally regained his senses. "What...am I doing?" He asked himself. Ralph looked out and saw Kazufox trying to stop his ship. "Whoa, with his strength, he could've just easily crushed this ship. But instead he's...I'm sorry kid." The alligator apologized, "You were right, I let my rage get the best of me. And now...Heh, you really do remind me of him. Maybe, if he had the same power as you do, then maybe he could still be alive right now."

Kazufox continues to be slowly pushed back trying not to destroy the ship but he knows that if he lets it go that it would be shot down and destroyed. "Ralph! What the hell are you doing!?" The vulpine screamed out with tears in his eyes. He realized that the pirate was taking too long. He then used his alter eye, locking onto the cockpit, to check inside the ship and saw the gator smiling at him.

The gator saw the expression of shock and worry on the fox's face. "Good, he can see me. I've got one last thing to tell ya."

Kazufox saw the gator mouth to him something only making the vulpine cry even more, "No...no! Get out of there you idiot!!" He screamed as loud as he could. The engines, strained and overheated, had finally reached its limits and then explode. The force of the blast sent Kazufox flying back hitting the ground. He looked up to see falling chunks of metal from where the ship was once being blocked, "No...Oh God, no!" Kazufox said groaning in pain trying to get up and limp his way over to where the explosion was. He then fell to his knees with tears streaming down his face. "You stupid bastard..." The vulpine sobbed as he returned to his regular natural form, "Why didn't you try to get out?"

Fox went back over to the alter fox. He saw how he was crying because of the ship that he destroyed. Fox realized that everything Wolf said really was the truth. He then hears a loud cry in the distance and looks over seeing a flock of the giant bird alters as well as the Wolfens. "Wolf." Fox said to himself, "Come on, we have to get back to the Arwing." Fox grabs Kazufox's arm and tries to pull him up but didn't move. Fox knew that there was no use in trying to move him so he hurries to his Arwing alone.


Slippy flies his ship trying to escape the bird creatures. "Shoo! Go away!" Slippy said doing everything he can to avoid being chased. The bird alters opened their beaks and fired lasers at the Arwing. It wasn't until Falco swooped in and shot down one of the birds with a charged shot Slippy was saved yet again, but that only caused the others to chase after the falcon.

"Jeez, what are these things?" Falco said while doing barrel rolls trying to dodge their fire.

"They're like the same thought patterns I was sensing from be-aah!" Krystal screamed as her ship was under fire.

"Krystal! Gah!" Falco shouted as his ship was hit.

"Heh, you've got other things to worry about bird." A voice said over the intercom.

"Leon! I should've known you guys were behind all this."

Leon's Wolfen along with some of the bird alters chase after the Arwing.

"The sooner this is over the sooner I get to talk to Krystal." Panther said.

"Don't get too attached Panther." Wolf said, "She won't be around long."

"Ah, but it's so hard not to."

"Well, if you want Krystal to be okay then why not stop chasing me and go help her?" Slippy asked.

"Nice try, but sadly orders are orders." Panther said as he continues to chase after Slippy's leaving Krystal to Wolf.

"I see McCloud isn't here so I'll just take care of you myself." Wolf said firing on Krystal's ship. Krystal manages to pull her ship out of the line of fire and continues trying to dodge.

"It's going to take more than that to stop me." Krystal said.

The bird alters had soon surrounded her ship from all sides preventing her from moving out of the way. This gave Wolf the opportunity to shoot her down and started firing as the Arwing desperately tries barrel rolls to minimize the damage.

"This should finish you off." Wolf said charging up the laser. While he was charging up, he was hit from below and lost pursuit. "What? Who did that?" Wolf asked as he saw two of the birds around Krystal get shot down while the others scattered.

"It's Fox!" Slippy exclaimed.

"About time." Falco said.

"Sorry it took me so long. Krystal, are you alright?" Fox asked.

"Mm-hm. Thanks to you." Krystal nodded.

"Your ship's taken a lot of damage. Head back to the Great Fox."

"But what about that device?"

"It's not here."

"What do you mean not here!?" Falco yelled, "What was all those explosions and lights going on then?"

"I'll explain later." Fox said heading towards Leon's ship, "Let's just take care of Starwolf first. Krystal, it's safe to head back to the ship."

Krystal listens and hurries away from the planet. Fox then begins chasing after Leon and starts firing on him and the birds chasing after Falco giving him the chance to escape. Falco then does a loop and shoots down one of the birds that was following Fox. The two pilots followed behind Panther then they both fired from both sides shooting down some of the enemy fighters and causing the birds and the Wolfen to give up chasing Slippy. Wolf's ship catches up to Fox's and then Wolf used the boosts trying to ram into the Arwing. Fox manages to move out of the way but one of the hand alters on Wolf's ship had hit the right wing. Leon then did the same thing on Falco except when Falco dodged, the hand alters strikes him from below. Fox noticed on the two ship the red hands. Falco manages to regain balance and begins to chase after Leon. He began firing on the lizard but all of his shots missed.

"I see they've gotten a lot better." Falco said.

"It's not them" Fox informed, "It's those things attached to their ships. Try not to get too close. They'll damage your Arwings."

Slippy shoots down another fighter and then chases after one of the birds and starts shooting it. "Darn bird. Go down already!" Slippy shouted impatiently only causing several more bird alters to chase after him trying to shoot the amphibian down. Fox turns his ship and fires a charged shot destroying one of the birds. Wolf took the opportunity to chase after Fox and fires on him. Fox tries his best to move out of the way.

"You may be in your ship now McCloud, but I still have the upperhand." Wolf said as he continued firing.

"Lord O'Donnell, the carrier is loaded and ready for take off." One pirate reported.

"Good, then contact the remaining fighters and have them as escort and head back to base. But I want you to leave heading out the other side of the planet."

"But why?"

"Just do what I say, got it?"

"Yes sir!"

"If that device is really that important then they'll have the entire army hiding somewhere waiting for us." Wolf thought to himself, "And I'm not going to take that chance."

The carrier then began its ascension into the air. The few remaining fighters then went over to guard the ship as it tries to make its escape.

"They're getting away!" Slippy pointed out.

"Not on my watch!" Falco said trying to give chase. Leon stops Falco when he started firing on him. Falco manages to avoid the damage but the carrier escaped. "Damn, they got away."

"Worry about that later. We've got other problems." Fox said trying to out maneuver Wolf's ship.


A small fleet of Katinan ships continues its path towards Fortuna. In the lead flagship, Summers is there in command and Greyson is also there.

"Colonel, we've detected ships around the Fortuna area." One soldier reported.

"What type are they?" Summers asked.

"They appear to be Katinan classed fighters."

"It must've been the escort group." Greyson concluded.

"Contact the squad leader."

An image of a gray husky appears on the main monitor. "Oh, it's you colonel. What can I do for you, sir?" Bill asked.

"I have an assignment for you." Summers answered, "I want you to carefully monitor the situation on Fortuna. And if you detect any energy disturbances then let me know immediately, understood?"

"Yes sir, but isn't that risky?"

"Your ships should be out of range from the planet so you should be safer. I want you to wait there until we arrive, is that understood?"

"Yes sir." Bill said as the connection was closed.

"Have you detected any other ships?"

"No sir, everything is all clear." Another soldier answered.

"You really don't trust Starfox, do you?" Greyson asked.

"It's not whether I trust them or not, it's that I make sure a weapon like that is destroyed and is wiped out of existence."

"I know you still plan on capturing that boy. What about that?"

"Once Starfox finishes their mission then we'll question them about him, but our first priority is to destroy that weapon." Summers said, slightly narrowing his eyes, "And who knows, that boy may have some connections with the weapon also."

The gray cat turned towards the wolf with a surprised look on her face, "Do you really think that's possible?"

The wolf closed his eyes, "At this point with what we have dealt with, just about anything is possible."