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A/N: So after taking a hiatus and spending quite a bit of time outlining the story, I finally decided to start working on a Star Fox fanfiction, titled The Aces of Lylat. I won't expose much of the plot here for the sake of spoilers and such, but overall, this fanfic is about the Star Fox team trying to stop Andrew Oikonny as he tries to finish his uncle Andross' work in destroying the Lylat System. But after the Star Fox team runs into the deadly Firefly squadron, they soon realize that they won't be able to stop Andrew alone, and will need help from other mercenary squadrons.

Anyway, this is actually gonna be more of a serious series, kind of like What Lies Beyond the Walls is. In other words, there's not gonna be any sexual content (except maybe brief nudity), and little to no fetishy material. :p If you feel like reading a Star Fox series with violence, comedy, tragedy, character development, etc., and also has an Ace Combat feel to it, then feel free to continue. But if you wanna read a Star Fox series with lots of sex and Fox and Falco and/or Wolf and/or Krystal, etc. having sex and whatnot, then this series probably isn't for you.

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Safe inside his Arwing. Cruising through the clear skies. His three teammates were at his side, alive, well, and happy. That was all Fox could really ask for: the safety of his team. At least, that's what he thought at first. But as he and his team flew through the surprisingly vacant skies of Macbeth, Fox noticed there was one crucial component missing from his team: excitement. The vulpine was aware that most of Andross and Andrew's forces had been cleared off this side of the planet, but Star Fox hadn't even encountered a squadron of patrolling starfighters. As the fox continued to fly with his three partners, an old gray hare who should've retired years ago showed up on the communications channel.

"Any new developments?" asked Peppy.

Fox shook his head. "Negative. We've been circling around these mountains for a while now and haven't found anything."

"Hmm, perhaps you've been looking in the wrong place."

"I'm tellin' you, there's nothing out here, Gramps. We're wasting our time," said Falco.

"I doubt that. Ever since we've arrived at the mountains I've been sensing several brain patterns," said Krystal.

"That could be anything, Krystal. For all we know you're just sensing a bunch of hikers or miners," said Falco.

"Which makes sense, since the base is supposed to be located at a mining facility. There's a good chance Andrew has his own soldiers digging for minerals deep in the mountains. Not much we can do now except keep a close eye out for anything suspicious," Fox said.

"If you say so."

Fox and his other teammates shut off their communications channel for now as they continued to fly around the mountains. The sun wasn't out, but the team's visibility was perfect. They could see all the mountains and some of the caves located on the ground. Previous sites where Andross' former troops dug into the mountains looking for minerals still lingered. But all the equipment left behind was old and rusted, incapable of being salvaged even as scrap metal. The Star Fox team saw a giant crane with a massive claw dangling from a wire. Both the crane and the claw looked like they were about to topple over; Slippy quickly veered out of the way and flew underneath Fox's ship. They passed the crane as the claw kept rocking back and forth and creaking.

"Bit jumpy today, Slips?" asked Falco.

"Not jumpy, cautious. Not gonna get picked on by the bad guys this time! For all I know, they have some kind of laser built into that crane, or that claw's some giant sentient bat...thing."

Fox chuckled. "Feel free to be as cautious as you want. So long as you don't crash into that mountain."

Slippy shouted when he noticed he was floating too far to the left and nearly scraped his wing against a mountain wall. Star Fox flew along the mountains for a few more minutes before the mountains spread apart, and the team found themselves flying through a vast canyon with dozens of caves all along the ground. The Star Fox team descended and slowed down, and discovered various roads and giant holes that had been dug into the ground--holes big enough to house a few tanks, or even a couple of starfighters. There wasn't much vegetation in the area; most of the land had been torn apart during the Lylat Wars by Andross' forces. While the canyon still looked inhabitable, if not somewhat gorgeous due to its sheer size, Star Fox could tell that someone had recently tried to turn these canyons into a battleground. Krystal glanced at the left side of the canyon and frowned once she spotted what looked like giant weapons built into the canyon walls.

"Fox, you see that?"

The vulpine nodded, and Peppy answered their question before anyone else responded. "Looks like gun turrets. Stay alert everyone!"

"They could be abandoned. They haven't even fired at us yet," said Falco.

"Or maybe Andrew's thugs are waiting to spring a trap. Why else would they just leave--"

Slippy stopped talking when he looked to the right and saw more gun turrets, all of which were aimed directly at the team and slowly spinning.

"Err, Fox?"

Peppy growled. "Don't take any chances. Get rid of those turrets!"

Star Fox quickly sped up and broke off into different directions: Falco and Slippy went right, while Krystal and Fox went left. The turrets on the left side of the canyon were still inactive, but they weren't taking any risks. The two vulpines fired their lasers at the oversized turrets that could obliterate a Landmaster in only a few seconds. The lasers tore through the menacing-looking weapons, causing them to explode in various areas and crumble, with various rocks and debris raining down onto the ground. By the time Fox destroyed the first turret, the rotating cannons that fired the bullets were on fire and falling to the ground. Unfortunately, once the first turret was destroyed, an alarm went off, and the mining base was on full alert.

"Dang it--they know we're here now!"

"Great! Makes this mission more interesting!" said Falco.

Before Slippy even had the chance to say something, one of the turrets began to fire, spraying hot bullets out of its cannons at the frog's Arwing. Slippy shouted and began to perform evasive maneuvers, flying in zigzag patterns and doing a couple of somersaults as the bullets kept following him.

"Little help here, guys?!"

"I'm on it! ROB, get these turrets on radar!" shouted Fox.

"Affirmative," replied the robot.

Fox rushed over to the turret shooting at Slippy and began to fire at it, while Falco and Krystal started to shoot down more turrets on the right canyon walls that were beginning to fire. Both pilots were more prepared than Slippy and anticipated the turrets' firing patterns, so they knew how to avoid them. It only took ROB a few seconds before he located all the turrets and placed them on the team's radar. From what the team could tell, there were still nine more active turrets. Falco continuously blasted at one turret that was located at the lower section of the canyon beside one of the caves. The bird barrel rolled several times, deflecting some of the turret's bullets off his Arwing before they punctured the ship. Realizing he didn't have the patience to destroy the turret with mere laser fire, Falco deployed one of his bombs, and the resulting explosion destroyed the turret and caused a section of the rocky canyon wall to fall apart and collapse onto the ground.

"Destruction of turret confirmed," said ROB.

"See? This isn't so bad," said the bird.

"Speak for yourself!" shouted Slippy, as he continued to dodge more turret fire.

"Well, not so bad for us."

The third turret went down quickly; Fox took care of it with ease, since it was too busy trying to shoot Slippy down and not him. As the alarms continued to blare throughout the canyon, Krystal and Falco were surprised to see starfighters emerge right from the ground. The small, one-seated, brown and green starfighters zoomed from the canyon walls as well. All the ships looked clunky and rusted, and were mostly flat with two diagonal wings on the left and right sides, giving the ships a V-like silhouette. Star Fox could see the tiny cockpits their foes were located in and the laser cannons on the underside of the ships.

"Bogeys inbound!" shouted Peppy.

"I see 'em. Falco, you and Krystal take care of the turrets! Slippy and I will handle the fighters!"

"Gotcha!" said Falco.

"We're on it, Fox!" said Krystal.

The team spread out and picked their targets, with Krystal and Falco paying more attention to the turrets. Now that Slippy was no longer being fired upon, he assisted Fox in taking out the enemy. The frog chased after two ships tailing Falco as he started to fire at a turret. Slippy fired at both ships only a few times before their engines failed and both ships exploded. Fox could see someone firing their laser at him and missing terribly. He used his brakes and let the ship get closer to him before performing a loop so he could get behind the fighter. The fox shot at the fighter with his green laser and watched as the ship caught on fire and slowly spun around as it nosedived into the ground. Fox heard another tremendous explosion in the distance and knew Falco must've deployed a second bomb. ROB confirmed his theory only a few seconds later.

"Destruction of turret confirmed."

"Well done guys! Keep this up and those turrets will be down in no time!" said Peppy.

"Just use your bombs. They can destroy these turrets almost instantly," advised Falco.

Krystal took the bird's advice into consideration, and promptly launched one of her bombs at a turret on the left side of the canyon. Both the bomb and the turret disappeared inside a colossal orange fireball. The resulting explosion rattled the entire wall and caused several giant rocks to slowly break off the canyon and fall to the ground, carrying what was left of the ruined turret along with it. Krystal shouted when someone fired at her ship three times and began to puncture her ship's armor.

"Fox, I've got enemies on my tail!"

Fox could see the starfighter that was relentlessly chasing after Krystal, shooting at her Arwing whenever the pilot had the chance. He quickly used his boost to catch up to the starfighter just as the pilot was charging his laser. Before he could fire, Fox blasted the starfighter with his own laser weapon, and the V-shaped ship burst into flames. Krystal sighed with relief and resumed her task.

"Thanks, Fox. Took a few hits, but I'm okay!"

"We'll get your Arwing fixed when we get back to the Great Fox," said Fox.

Falco spotted another turret dead in his tracks on the left side of the canyon. He quickly ascended as the bullets began to fly his way, almost taking off his left wing in the process. The bird used his boost and barrel rolled as he tried to get away from the turret's bullets, deflecting any that made contact with his ship. The bird growled, realizing that no matter which way he turned, or how many times he barrel rolled, the turret wouldn't leave him alone.

"Little help here, Krystal?"

Krystal was running out of bombs, so she flew straight for the turret and fired her laser at it, watching as the huge weapon began to take damage, the giant, black pieces of armor shedding from the weapon like a snake disposing of its old skin. The turret whirred and the cannons rotated as they locked on to Krystal instead. Krystal quickly descended, heading so low to the ground that her Arwing was almost scraping along the ground. Falco flew back down once the turret was no longer fixated on him and promptly shot several laser bursts at the weapon until it exploded, and the cannons were blown off what was left of the canyon and turret.

"Destruction of turret confirmed," said ROB.

Falco was already flying towards another turret the moment ROB's face went off the communication channel. He didn't hesitate to take it out with a well-placed bomb, which blew the entire turret from the canyon wall. The blue bird watched as the enormous weapon flipped around in the air whilst on fire, and then landed on top of a V-starfighter, crushing it and sending it to the ground as well. Falco couldn't help but snicker at the sight.

"It's like these creeps aren't even trying!"

"...I don't think they are," said Slippy. "Don't you guys find it odd that there's nothing out here except turrets and starfighters?"

Fox shot down another V-fighter before he looked around the canyon. For what seemed to be a secret base, which he assumed would have astounding defenses, the turrets and starfighter pilots were just aiming at them haphazardly now. Even the turrets weren't much of a threat now that over half of them had been destroyed.

"Perhaps this was just a decoy. Maybe the real base is somewhere else on the planet," said Peppy.

"Decoy or not, there's a bunch of enemy scum down here and several turrets that can tear wandering pilots to shreds. May as well mop up the rest of 'em while we're here," said Falco.

Falco suddenly saw a bright blue light coming from behind and raised his eyebrow questionably. His sixth sense kicked in, and the bird quickly veered his plane to the right as an enemy fighter fired his devastating laser at the bird's Arwing. The bird started to pant as he saw and heard the laser zip past his ship, which was clearly capable of punching a hole right through the Arwing.

"Dang, I got one on my tail!"

"I'll take care of it, sweetie."

"Wh...wait a second!"

Before Falco could say anything else, the starfighter behind him burst into flames after being hit with laser fire. After the ship was destroyed, Falco saw a familiar starfighter fly past his Arwing. The bird recognized the ship's color and design anywhere: it was Katt Monroe's ship, the Cat's Paw.

"Now don't tell me you boys threw a party without informing me about it!"

"Go away, Katt! We don't need your help!"

"And why wouldn't we need it?" asked Krystal.

Slippy snickered. "Cause Falco doesn't like it when his girlfriend teases him!"

"Shut your mouth, Slippy! She's not my girlfriend!"

"That's enough guys. We can talk about all of that later; there's still more turrets and starfighters to take out!" said Fox.

Star Fox and Katt realized the situation they were in and started to take it more seriously. Three turrets were still active, and the starfighters weren't letting up. The team didn't change their objectives; Slippy and Fox focused more on destroying the starfighters, and Krystal and Falco (with Katt included) kept working on the turrets. Slippy spotted a V-fighter floating around aimlessly, like the pilot wanted to get shot down. But the frog didn't underestimate the pilots, so he flew towards the ship and fired at it regardless, watching as its rear engine burst into flames and the ship quickly descended into the ground. Fox was being followed by two V-fighters as he chased after another one, hoping he could shoot it down before he took any serious damage. Fox could see the V-fighters firing their lasers at him from behind and groaned as one of them hit his ship. Not taking any chances, Fox did a somersault so the V-fighters would fly ahead and Fox was behind them instead. Fox charged up his Arwing's laser weapon and fired off a massive green beam that shot through the air and slammed into the back of a ship. The resulting explosion obliterated a V-fighter instantly, and the one flying beside it got caught in the explosion and crashed.

Falco could see a turret shooting its bullets at Krystal, who was struggling to evade the weapon's defenses as she barrel rolled over and over again and used her boost to try and get away from all the gunfire. Falco boosted towards the turret as fast as he could and started to fire his trademark green laser at it. Only a few seconds after he fired, a different set of laser fire began to hit the turret until the entire contraption exploded into tiny pieces.

"Destruction of turret confirmed!" said Katt.

"That was my target, Katt!"

The feline giggled. "I didn't see your name written on it."

"All that matters right now is that there are only two more turrets left to go. The sooner they're destroyed, the sooner we can figure out what Andrew's forces were doing here in the first place," said Peppy.

"These fighters aren't giving us much trouble anymore. Once those turrets are gone, they'll probably retreat," said Slippy.

"Understood. We'll focus all our fire on the turrets then. Falco, how many more bombs you got?" asked Katt.

"One."

"All right, one turret for each of us!"

Falco didn't bother arguing. He just huffed loudly and started to fly to the right side of the canyon.

"I'll get the one on the right. You can take the other one."

Krystal stopped seeking out the turrets and returned to Fox and Slippy. But at this point in the battle, neither pilot needed anymore assistance. Some of the V-fighters were retreating, while others were too busy getting shot down by Slippy or Fox. The sound of laser fire began to die down as seconds passed, and all Krystal could see were various clouds of smoke coming from the ground. Parts of the canyon walls had more "caves" in them caused by the devastating explosions that resulted from the wrecked turrets. Krystal flew past a V-fighter trying to escape from Fox's Arwing, but it was no use. The ship was destroyed once Fox fired another charged shot at it, causing it to explode on impact.

"Let's get this over with. Fire whenever you're ready, Katt!" shouted Falco.

"Got it. Firing now!"

Katt boosted forward to her target and released a bomb from her Cat's Paw starfighter. Around the same time, Falco rushed forward in his Arwing and fired his last bomb at one of the last two turrets. Both pilots quickly swerved to the left or right and flew away from the bomb so they wouldn't get caught in the blast radius. The turrets were just about to lock onto Falco and Katt when the bombs did their job and exploded. The turret Katt destroyed burst into flames and sent hundreds of pieces of fiery metal and shrapnel to the ground. The turret Falco destroyed broke apart into three giant pieces, all of which rolled down the side of the canyon wall like giant rocks during a landslide. All the targets on the pilots' radars disappeared.

"Destruction of turrets confirmed," said ROB.

"Well done team! Area's secured! Get back to the Great Fox and I'll alert General Pepper to send a ground team down there to explore the base," said Peppy.

Fox sighed with relief as he relaxed himself. "Another job well-done."

The Star Fox team and Katt all flew out of the canyon, leaving what was left of the hidden base in smoke. It wasn't long before Fox and the others were surrounded by a dull silence, which was only broken by the sound of the Arwings' and Cat's Paw's engines. Falco turned to his left and saw the Cat's Paw floating close to his Arwing, which prompted the falcon to snort and ask a question.

"So just how did you find us?"

Katt smirked. "I heard that you guys recently joined the Cornerian Command Center, so I stopped by the station myself and learned a bit of information from your pals. Some dogs told me that General Pepper deployed your team here to find a base. And judging from the state you were in when I saw you, it seems like you needed my help. Hehe, aren't you glad I showed up?"

"Oh yes, Katt, I'm absolutely titillated by your presence."

"Good. Then you won't mind if she joins us back at the station."

"Krystal--"

Katt laughed. "I'm sure you boys--and girl--could use help from the great Katt Monroe!"

Falco sighed and shook his head. "Sure, why not," said the blue bird flatly.

"Katt's appearance aside, doesn't this all seem a bit fishy to you, Fox? Amateur starfighter pilots, turrets with menial A.I.; we could've taken those turrets out from the ground with homing launchers where we're much more vulnerable if we wanted to. Why would Oikonny put a bunch of troops out here in the middle of nowhere to guard minerals they could find anywhere else on the planet?" asked Slippy.

"Your theory about this mission being a decoy is starting to make more sense," said Peppy. "But we haven't had any reports about our bases, convoys or troops being hit by Andrew's troops. If this mission was just a decoy or a ruse to draw you away from something important..."

"We'll figure...wait a minute. What if somebody from the base called for help after the alarms went off? What if the turrets weren't the trap we sprung?" asked Fox.

"It's possible--"

Krystal and Katt shouted when something orange zipped past their ships, leaving a strange yellowish-orange trail throughout the sky.

"What the heck was that?" asked Falco.

"Err...some kind of--"

Slippy shouted too when another fast-moving object flew right past his Arwing, nearly clipping his left wing.

"Fox, we're picking up enemy contact on our radar!" Peppy warned the team.

Falco sighed heavily. "Please don't tell me this is Star Wolf."

"I assure you, we're better pilots than those sorry excuses for mercenaries," said a strange, deep voice.

"Wait a minute, I recognize those wings!"

Fox shouted when a third ship zipped just above his Arwing.

"This is Leo. The rest of you have eyes on your targets?"

Falco, anticipating the fourth ship's next movement, quickly descended before the next orange object could fly straight into him.

"Sally reporting. Yeah, hehe, it's the Star Fox team all right!"

Fox couldn't recognize the faces that appeared on the communication channel. He only noted what species they were. The first image depicted some kind of canine, most likely a coyote judging by the ears and grayish-brown fur. The creature who called himself Leo was a gruff lion with a thick dark brown mane. The last one, Sally, looked like a primate with big yellow eyes, a black muzzle, and fur so pale and gray it was almost white. Fox figured she was a lemur.

"Viper here! Looks like Star Fox has a new member! How lovely...can't wait to hear the rookie sssscream when I shoot him down!"

Fox could tell by the voice and the way Viper hissed that he was a snake. And judging by his red, yellow, and black scales, he was either a coral or milk snake. Katt heard what Viper said and scoffed as she went on the defensive.

"As if! You were still wetting the bed while I was busy shooting punks like your team members out the sky!"

Viper hissed, his red tongue flicking out as he grinned. "Ohhhh, so you're old! Old means you're weak, fragile, and sssslow! That just makes my job even easier!"

Before Katt could respond, she shouted when someone fired at her ship, causing it to rock as the enemy's charged laser fire damaged her aircraft. The fifth and final member of the group was flying behind Star Fox and Katt, slyly tailing them as he charged up his starfighter's laser again.

"Enough with the introductions. Let's down these guys so we can head back to base," said the fifth member.

Leo the lion growled deeply. "How many times are you gonna do that, Lance?! There's no honor in sneaking behind your enemy and attacking them like that!"

"No, but there is logic," replied the pilot.

Lance was an alligator as far as Fox could tell. All he knew was that the pilot had red scales, and he had a sullen, deadly expression on his face, like he was forced to permanently scowl.

"Why don't you guys stop your pathetic guerilla tactics and face us like real pilots?!" asked Krystal.

The blue fox shouted when the four orange starfighters quickly zoomed through the air and flew straight towards them. Then the pilots immediately hit the brakes and hovered in mid-aid directly in front of the Star Fox team and Katt Monroe. The final pilot flew past Star Fox, performed a U-turn, and then guided his way over to his other four teammates. Star Fox and Katt stared at the five starfighters in front of them, taking note of their ships' design. The enemies' ships looked very similar to the Wolfen II, although the style was somewhat different. The tail was only located on the upper aft end of the ships, and it was composed of two fins that were both diagonal and created a "V" shape. The wings were wide, but thin, and pointed at the ends of them. The edges of the wings were rigid, almost as though they were supposed to represent a pair of serrated teeth. The ships' main bodies were composed of the cockpit, but everything beyond that broke into two, giving it a split "U" or "V"-like appearance. The ships' dual laser cannons were located on the bottom of each ship, and the ships' rocket pods were beside each cannon.

The team's color design was mostly orange and yellow, with most of the orange painted on the wings, and yellow for half of the body. Lance had his modified so the ship was burnt orange, and his wings were mostly red. Viper's was modified so that his ship had yellow stripes, and he painted a logo of his ugly mug on the side of the body, with his mouth wide open and his forked tongue hanging out. But the one thing that stood out about these ships was the yellowish-green logo on the side of each ship's body, which represented a well-known insect.

"Well, since you asked so nicely," said Sally.

Fox couldn't help but smirk slightly as he stared at the five ships. "So this is what the Firefly squadron I've heard so much about looks like."

"It's impressive, isn't it?" asked Viper.

Falco scoffed. "If you guys are anything like Star Wolf, then this should be over in no time!"

The red reptile blinked as he spoke next. "Of course it will end quickly. We're better than you. Faster. Stronger. More experienced. More ruthless."

"Don't confuse narcissism with being better pilots than us," replied Fox. "We've heard it all before pal."

The leader of the Fireflies blinked as he stared at Fox through his communications channel. "I forgot, it's much easier to show instead of tell. If that's the case, then watch as we run your team into the ground."

"No need to get dramatic, Damien," said Leo. "Let's just kick these guys' tails and be done with it."

Slippy couldn't help but feel extremely worried. "Fox, I haven't seen ship modifications like these before...are you sure--"

"We'll be fine, Slips. We've faced tougher foes before and pulled out okay."

"All of you! Get out of there now! We're picking up a strong reading from those ships!" warned Peppy.

"What strong..."

Star Fox and Katt heard an odd and disturbing sound that reminded them of a missile or laser about to fire from a bioweapon or spaceship. The five heroes could see something glowing from within the Fireflies' rocket pods and began to take evasive action.

"CRUD!!"

"Emergency maneuvers! Now!" shouted Fox.

All five ships split apart and went in various directions as the Fireflies launched their missiles. They boosted and sped through the skies, twisting, descending, and ascending as much as they could to avoid the missiles. But whatever the Fireflies just fired was locked onto their ships and constantly following them. Falco and Fox could almost hear the missiles whooshing behind them, despite the fact they were turning sharply and using their boost at the same time. Krystal was doing loop after loop as the missile Viper fired continued to chase after her. Even when she somersaulted, the missile would too, and it showed no signs of stopping anytime soon. Slippy and Katt were trying their best to get the missiles to crash into the terrain; Slippy flew through a ring-shaped rocky formation near the canyon, and Katt flew inside a narrow tunnel her starfighter could barely fit through. Despite their risky maneuvers, they worked in the long run, and both of their missiles crashed into the terrain and exploded.

"Let's not disappoint our friends now. They want a real fight. So let's give 'em one," said Damien.

Thus began the dogfight between Star Fox and the Fireflies. All the Fireflies split up and hunted down a target as swiftly as possible. Their engines roared as the starfighters flew through the air, leaving the same orange streaks in the sky as before. Some of the Star Fox members had descended back into the narrow canyon to try and escape the missiles. But Katt and Slippy were vulnerable to their foes, and were quickly singled out by Viper and Lance.

"The old kitty-cat's mine! Take the frog, Lance!"

"Certainly."

Viper and Lance flew above each other's ships and began to boost their way towards the Cat's Paw and Slippy's Arwing. Viper wasted no time shooting at his enemy; the multi-colored snake fired the blue lasers from his dual cannons. The powerful lasers shot out of the cannons in less than a second, with each burst making contact with the back of Katt's starfighter. Katt screamed and grunted several times as her ship shook and took more damage. The snake hissed with joy and snickered as he charged up a shot. Katt blinked and spotted a huge rocky structure coming up from the ground. She flew right towards it and didn't even attempt to slow down.

"Ssssay goodbye, kitty-cat!"

Viper fired his charged laser at Katt. And then she boosted forward, veered to the left, and then veered back to the right so she was flying in front of the rocky structure. Unfortunately for Viper, his charged laser shot slammed right into the structure, missing Katt. The snake screamed and hit his brakes when he nearly crashed into the structure from flying too fast. The snake hissed and quickly descended as he flew around the giant rock.

"I'm sorry, did this old kitty-cat just outsmart you?" sneered Katt.

Viper didn't answer. He just snarled and slammed a fist down on the controls inside the cockpit. Meanwhile, Fox had just eluded the missile that was constantly chasing after him. But even after he got away from the missile, he found himself being chased by the coyote Damien. Damien didn't hesitate; he fired bursts of his blue lasers at the vulpine's ship, hoping that he'd gravely damage the Arwing. But Fox knew when he needed to barrel roll; he spun his ship around multiple times, and the lasers made a loud, metallic, clinking noise as they bounced off his ship and left the fox unscathed. Damien blinked twice as he used his boost to try and ram Fox. But Fox anticipated this, and quickly performed a loop and allowed Damien to fly right past him. Fox smirked as he locked on to Damien and began to charge his laser.

"Impressive. I certainly wasn't expecting that move at all. Excellent work," said Damien in a flat voice.

"I get enough sarcasm from Falco already. I don't need any more from--"

Damien did a somersault. Fox gasped and quickly fired his charged laser. But the laser didn't follow. It sailed forward aimlessly and hit one of the canyon walls. Now the coyote was behind Fox again, shooting his lasers at him. The vulpine grunted when he took damage, still surprised that the coyote outsmarted him. He used his boost to try and get away from Damien, but the coyote followed. Elsewhere, Slippy and Krystal were still having trouble as they tried to get away from Lance and Leo. The lion was only using charged shots, since he knew that even barrel rolling couldn't prevent an Arwing from taking damage. The feline fired off a charged shot and watched as it made contact with the back of Krystal's ship. The blue fox screamed as a small amount of smoke began to pour out of her ship.

"Hold on, Krystal! I'm coming to--AAGH!!"

Slippy shouted after Lance fired a charged shot at his ship too.

"Try a U-turn! You might be able to confuse the Fireflies!" advised Peppy.

The frog was up for anything at this point. So he performed his U-turn, flipping his ship upside-down and turning around so he was flying in the opposite direction as Lance. The red alligator zoomed right below him, causing the reptile to huff heavily.

"Sally, the frog's coming your way."

"Good. I'm bringing the bird to you!"

Falco was the only one who had the upper hand. He had stuck behind Sally this entire time once he evaded the missile launched at him. The lemur barrel rolled, dipped and rose. She boosted, braked, and twisted and turned her starfighter every which way she could, but the blue falcon was still hot on her tail. The bird groaned with frustration as he fired his single-shot green laser at Sally, which constantly bounced off her ship when she barrel rolled.

"Hold still and let me shoot you!"

The lemur chuckled. "I see you're not going easy on me cause I'm a girl. Good for you. Can't tell you how boring it is when my opponents let me win."

Falco smirked. "Can't tell you how annoying it is when my opponents never stay still!"

Sally ignored him. "You ready, Lance?"

"I see you. Do it now."

Sally veered to the right and used her boost. In the time it took to blink, Lance sped right by Falco's Arwing, tilting his ship so much that his right wing was pointed directly at the ground. Somehow, he timed it perfectly; Lance boosted and flew his ship right at Falco's. His wing made contact with Falco's right wing, but it took no damage. Instead, the edge of the serrated wing sheared Falco's wing right off with a fierce metallic scraping sound. Falco shouted as he heard the warning alarms go off in his Arwing and felt his ship rocking and descending. He looked to his right and saw smoke and sparks coming out of the missing wing.

"AW, CRUD! They clipped one of my wings!"

Sally laughed. "Don't think that just cause I'm a girl that I'm gonna go easy on you."

Falco huffed and shook his head. "You sly... I need some help here!"

"I can't get away! Fox, Katt, we need your help!" shouted Krystal.

Fox was just about to help when Damien launched a bomb at his ship. The vulpine shouted and fired his engine's boost. Fox flew right into a cave, but the bomb hit some of the stalactites and exploded, causing the cave to collapse. Fox shouted as the cave rumbled and rocks and debris began to fall all around his ship. He could see the exit up ahead, but rocks were bouncing off his ship, and a few of them even hit the windshield. The vulpine shouted with relief once he flew out the cave, just barely escaping intact. Meanwhile, Krystal was panting as Leo stayed on her tail, firing his dual blue lasers at her Arwing over and over again. The blue fox descended quickly and barrel rolled, moments before Leo dipped down and followed her.

"There's no shame in retreating, you know. That doesn't make you a coward," advised Leo.

Krystal didn't answer. She could tell by the lion's voice that he was one of the kinder Fireflies, as opposed to everyone else, who seemed to enjoy the way they were tormenting the Star Fox team.

"Stop flirting with the fox and shoot her down!" shouted Viper.

Leo sighed and charged up his laser. But before he could fire, the lion shouted as his starfighter shook. Someone just fired a few laser shots at him.

"Make way for Katt!"

Leo grunted again when Katt swooped down and fired at his ship relentlessly. The lion growled and began to fly away, moving up and down and banking left and right around the rocky structures in the canyon.

"Viper, focus on the fox! I'll take care of the cat!" Leo responded.

"On it!"

The two ships split up; Leo started to gun for Katt, while the snake tried to take out Krystal. Leo found himself barrel rolling a few times as Katt chased after him and fired her lasers several times. Leo got hit a few more times and growled as he somersaulted. But at the exact same time, Katt somersaulted as well, so she was still on his tail. Leo quickly flew into one of the caves to try and lose the feline, but she soon followed him inside. Meanwhile, Falco was struggling to keep his Arwing in the air as Sally fired her dual lasers at him, and Slippy was being chased by Lance now. The red alligator snorted as he charged up one of his laser shots and fired it at the frog. Slippy shouted and banged his head against the Arwing controls, his ship taking serious damage. The frog was tempted to retreat when Lance abruptly backed off. Fox had finally gotten away from Damien long enough to assist Slippy. He fired off a few shots at Lance, although the alligator barrel rolled and dodged all the attacks. Lance broke away and decided to focus on a more vulnerable target.

"Leo, go help Viper. You leave the cat to me."

Leo grunted when Katt fired more lasers at his ship. "I can handle--"

"No, you can't. So shut up and take out the other fighters."

Leo wasn't in the mood for arguing right now. He boosted away from Katt and located Slippy and Fox, both of whom were flying straight towards him. He tilted his ship to the left and made sure he aimed right for Slippy's left wing. Slippy didn't know what hit him; one moment he was flying through the air, the next his Arwing was smoking and was missing an entire wing. The frog squealed after his wing was sliced clean off, and his ship began to descend very slowly.

"Darn it! I'm missing a wing too!"

Fox was just about to say something when he grunted and felt someone firing at him again. Damien had returned and was shooting at Fox with no mercy.

"And just where do you think you're running off to?"

"Dang! This monkey won't get off my tail!" shouted Falco.

"I'll have you know I'm a lemur, thank you very much," corrected Sally.

Fox growled. "Katt, Slippy, try to see if you can help out Krystal!"

Slippy huffed. "I'll try, but with my wing gone flying's gonna be difficult!"

The frog and fox went their separate ways, with Damien still determined to shoot Fox down. The vulpine quickly ascended into the sky, barrel rolling constantly as he gained more altitude. He went higher and higher, moving his way through all the clouds as he gritted his teeth. Suddenly, Fox hit the brakes while Damien was still boosting. The coyote gasped and quickly tilted his ship to the right, turning so he wouldn't crash straight into the Fox's ship. Fox quickly tilted his ship down and hit the boost, flying as fast as he could from the coyote until he located Falco, whose Arwing was releasing way too much smoke. He blasted his green laser at Sally and hit her a few times. The lemur barrel rolled and broke away from Falco, giving the blue bird some breathing room.

"Sorry, Fox! Gah, I thought these punks would be easier to take down!"

Slippy had finally found Krystal, whose ship was just as badly damaged as his and Falco's. Leo and Viper spotted the frog approaching, and Viper quickly hit the boost and went right towards him, his ship tilted.

"C'mere, froggy!"

Slippy didn't have enough time to react. Viper ran right into him the same way Leo did. The snake sliced off his right wing, and Slippy's ship began to descend even further. After the wing was gone, Viper performed a U-turn and started to shoot at Slippy, prompting the frog to start flying away. But at this point, his entire ship was smoking and on the verge of failing.

"Knock it off! Get away from me!"

"Not a chance, froggy!"

Slippy shouted when his ship was attacked with another charged burst. His entire Arwing was almost on fire now, the engine was failing, his wings were gone, and smoke and sparks were pouring out of his starfighter. Slippy sighed with defeat as he began to rise into the sky.

"I've taken too much damage! I can't keep this up guys; I have to retreat!"

Viper couldn't help but grin and hiss with satisfaction as he saw Slippy's Arwing disappear into the sky. With Slippy gone, Viper boosted forward and returned to assist Leo, although he looked like he was handling himself pretty well. Krystal, despite having both wings intact, was struggling to stay in the air as well. Once Viper joined in on the attack, it was over. All Leo and Viper needed to do was fire off two charged shots at her, and her Arwing was dangerously compromised.

"My engine's failing! I'm sorry, Fox; I can't go on either! I'm pulling out!"

"Glad you're finally taking my advice," said Leo.

Fox saw Krystal's badly damaged Arwing ascend and disappear into the clouds. Falco and Fox realized they were in trouble now. It was three against five, and one of them had already lost a wing. The only thing they could look forward to was Katt's help.

"I'm disappointed, Fox. Everyone in the Lylat System seems to worship you like a god. But your team's combat skills are adequate at best," said Damien.

Fox didn't get angry. He just chuckled wryly, knowing that the Fireflies were putting up a great fight.

"Okay, I'll admit it: we underestimated you guys. Doesn't mean we still can't beat you!"

"You're talking to the fox who took out Andross all by himself!" said Falco.

"Ah yes, him. I wasn't aware that destroying an ape's head and his two hands was something to be proud of," the coyote sneered.

Falco was about to say something when he heard Katt screaming over the communication channel.

"Guys?! A little help here?!"

"Katt!"

Falco and Fox saw the smoke spewing from her ship as Lance chased after her above the canyon. The two ships descended and began to fly through the rocky canyons, with both pilots weaving and tilting their way around any rocky obstacles in their path. Katt grunted twice when Lance filled her ship with more laser fire, watching as the sparks flew and various parts of her Cat's Paw broke apart.

"Just hold on, Katt! We're coming!" reassured Falco.

"Did you hear that? Your friends are coming. Now they'll be able to see your death with their own eyes," said Lance.

Katt somersaulted, but so did Lance. Katt boosted, but so did Lance. She barrel rolled, tilted her ship to do sharp turns, flew through obstacles and caves that anyone could easily crash into, but nothing worked. The red alligator still followed.

"Guys!"

"Just wait a minute! We're almost there!"

"I don't have a minute! This guy's--"

The Cat's Paw began to spew out several errors and warnings after being hit with more lasers. Katt's screen turned red as the inside of her starfighter emitted sparks and smoke. Katt could feel her feet burning and realized that her ship had caught on fire. She could barely see through the smoke and cracked glass. She had almost no control over her ship. Lance blinked as he charged up another shot and locked onto the already mutilated Cat's Paw. Katt tried to veer out the way, tried to dodge, but it was no use. Falco and Fox had finally found Lance and Katt and began to fire. But the alligator fired first.

"KATT!" shouted Falco.

Katt shouted when the charged laser hit her from behind. A small explosion blew apart one of her wings and the back end of the ship. For a few seconds, the smoke blocking Katt's face cleared, and the feline had just enough time to see that she was headed for a canyon wall. There was nothing anyone could've done. The Cat's Paw crashed. The glass covering the cockpit shattered into thousands of pieces and got into Katt's face. The ship slowly crackled and crunched like a vehicle being demolished inside a car crusher. And Katt was right in the middle of the wreck when it happened. For a very brief moment, Katt could feel her legs and waist as they were mangled and torn apart by all the compacting metal. And then, almost mercifully, the ship exploded and incinerated her instantly. Falco and Fox saw it happen. They immediately slowed down and watched as the orange fireball tore a hole into the mountain. The blue bird could vaguely make out a few parts of the Cat's Paw as they rained down onto the ground. Fortunately, neither of them could see what was left of Katt. The fox and bird didn't say anything. They just stared at the explosion as the fireball dissipated, and the pieces of Katt's starfighter were set ablaze on the ground.

"Target destroyed," said Lance coldly.

That was all it took. For a few seconds, the bird was stunned, unable to believe that Katt had just been killed. His whole body felt paralyzed. But then Lance said those words in his nonchalant, icy voice, and Falco was filled with something he had felt many times before: rage. Fox couldn't stop the bird as he bellowed and boosted forward, despite how damaged his Arwing was.

"C'MERE!!"

"Falco, wait! SLOW DOWN!" shouted Fox.

Falco didn't care that he was using too much boost or that he was missing a wing. If the Fireflies were going to shoot him down, the least he could do was take out Lance before that happened. By the time Falco found Lance, he almost ran his Arwing straight into the alligator's ship because he was going too fast. The bird shouted as he fired a charged shot at Lance, damaging his ship. The alligator could see he was being chased and started to speed up. Falco charged up another laser shot and fired a second time, hoping he'd take down the reptile sooner than later. Lance began to tilt his ship as he weaved under and over giant rocks protruding from the canyon walls. Fox was trying to catch up to Falco, but the bird was far ahead of him, and Damien was still giving him a hard time.

"So that's what you do: you pick on everyone weaker and smaller than you?! You can't face anyone your own size?!" snarled Falco.

Lance scoffed. "I am over seven feet tall, bird. I doubt any of you are the same size as me."

"Then face me! C'mon, turn your ship around and fight me! Stop running away like a coward!"

"I just killed someone you cared about, didn't I? Your girlfriend perhaps?"

"Shut up!"

"Your wife? Or ex-wife, rather."

"SHUT UP!!"

"It's a shame she had to die that way. Now you won't even be able to look at her body during her funeral. ...If there's still a body left."

"Shut your mouth right now befo--"

Falco grunted when he was hit with a charged shot with such force that he nearly banged his forehead against the glass. Viper had caught up to him and had fired at his engine, and now his Arwing was on fire and spewing smoke all around him. The bird couldn't see anything and was coughing and hacking inside his ship. The bird slowed down and began to descend, just when his Arwing's engine began to fail. Fox had finally caught up to Falco when the bird's ship began to spiral out of control and nosedived towards the ground. Fox could only watch as Falco's Arwing landed right into the ground, flipped around a few times, and then came to an abrupt halt as it landed right-side up in a patch of soil. The starfighter hadn't exploded, but there was still a lot of smoke rising from the ship, and Fox feared that it could blow at any moment.

"FALCO! Falco, respond!"

No answer. The bird was either unconscious or dead. Fox started to breathe heavily when he came to the grim conclusion that he was all alone, and there were five highly-trained fighters he needed to deal with. The other four Fireflies quickly regrouped with their leader and began to tail Fox in a V-formation, all of them ready to kill the Star Fox leader.

"Target's in view, sir. Firing now," said Lance.

The coyote watched as the red gator prepared to shoot another missile at the defenseless vulpine. Damien closed his eyes and thought for a brief moment before he suddenly decided to show mercy.

"Stop."

Lance growled as he cancelled his missile fire. "What? Our target's right there."

"We can't kill Fox McCloud now, Lance. That would be too easy. I just wanted to show him and his team who's more superior. So whaddya think, Fox? You impressed now? Or are we still just cocky narcissists?"

Fox shut his eyes and shook his head. He was trying to find the right words to say, but nothing came out. Then again, he was more concerned about the bird who had just been shot down. Damien took Fox's silence as a compliment and sighed.

"Go check on your friend down there. I'm sure he could use your help. For our sake, you better hope he's still alive. The five of us would love to shoot him back down again in the future."

Fox scowled when he heard Viper laughing over the communication channel, and he suddenly knew what to say next.

"Pride comes before the fall..."

"Sorry, what was that?"

"You heard me. Keep that in mind the next time we see each other."

"I certainly will. I really do hope we meet again. Haven't had this much fun in a long time."

Fox didn't answer. He quickly descended towards Falco's crash site and immediately landed beside the smoking ship. None of the Fireflies chased after him, even though Lance and Viper desperately wanted to. They kept flying through the canyon, ready to return to base as soon as they could. Once Fox was on the ground, he hopped out his Arwing and sprinted towards Falco's ship, coughing a few times and covering his nose with his arm as the smoke irritated his senses.

"Falco!" he shouted.

There was still no answer. Fox jumped on top of the ship and approached the cockpit, where he saw the wounded bird lying against the windshield. The windshield was so weak and busted from the crash that Fox managed to pry the whole thing off once he grabbed it. The moment he touched Falco and began to pull him out, the bird started to cough up blood and gasped for air. He opened his eyes and looked all around, his vision still clouded by the smoke.

"I gotcha buddy, c'mon!"

Fox grunted as he pulled Falco out the Arwing's seat and got the bird to his feet. Both of them stepped out the smoking ship and planted their boots on the ground, with Falco groaning in pain and collapsing to his hands and knees once he fell. The bird shook and coughed a few more times before he slowly stood back up. There was blood around his beak, a few scratches on his face, and his red flight suit was slightly torn. Falco spat out more blood and what seemed to be glass from his mouth before he took a deep breath.

"...Fireflies?" he mumbled weakly.

Fox sighed and shook his head. "They beat us. We couldn't down a single one of 'em. Guess this whole thing was a trap after all. They wanted us here so--"

"So they could kick our tails and rub it in our faces. ...And now Katt's dead."

"...I'm sorry, Falco."

"Be sorry for them, Fox. Just wait until I get back in an Arwing and see them in the skies again..."

Fox and Falco looked up when they heard ominous engines roaring in their ears. All five Fireflies boosted right past them, making sure they flew low enough for Fox and Falco to see. As they rushed past the bird and fox, the starfighters left orange streaks in the sky. And then a few seconds later, they were gone.