F a m o u s L a s t W o r d s

A/N : Wow, my first real delve into (serious!) StarFox fanfiction. / This story will focus on StarWolf (post 64, pre Assault) but I plan to incorporate Fox & chums into it. Rated for unkindly language and possible future content. Pairings TBA. And with that, we begin!

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He paced the length of the room, wringing his hands, as his students watched him, whispering amongst themselves. He'd been exceptionally moody lately - sometimes he failed to showed up at all, and other times, would speak only grudgingly in huffs, then abandon the effort, storming out the door. Today he was jumpy, fidgety, and tended to drift off in the middle of every other sentence. He seemed a lot older than he was.

Suddenly she walked in the door, young and 21, eyes vacant, slinking into her seat without even giving an excuse, and all eyes were on her and her obvious belly that seemed so unnatural to the arms and legs that were so thin.

He too had his gaze locked on her ghastly gray skin and sickly figure, broodingly, silently making his inquiry.

"I was at the doctor's." She explained to him.

He nodded slightly in understanding, and finally turned to face the board, until she spoke again.

"I killed the baby."

The chalk slipped from his fingers and was shattered to dust on impact.


Somewhere in the darkness of Sector Z, a forlorn place wrecked by war, empty for naught but space debris drifting by, quiet but for the occasional collision between directionless, abandoned and mutilated warcraft, there sounded an ear splitting exultation of some sort…

As the cork flew, irrelevantly, unceremoniously. Wolf didn't flinch despite the ringing in his sensitive ears. Without bothering to pour himself a cup, he instead took a hearty swig from the glass lip of the bottle itself. The liquid slipped between his lips, some dribbled down to his chin, and he knew later it meant matted, sticky fur.

He brought the glass down to the tabletop again with a thud, which seemed to echo through the empty void of space around them. Whether it was champagne, booze, liquor, he couldn't remember. Whatever it was, he could feel his limbs grow heavier and his already Cyclops vision diluted. At the same time, a sweet wave of nothing washed over his mind.

Leon was eying him from across the table, a half-lidded, almost disinterested gaze that was typical of him. He sipped casually from a thick glass of unknown contents, and his eyes never left his comrade's face.

"A little early to celebrate." He noted.

"Who says I'm bloody celebrating." Came the grumble. "I needed a drink."

His words hung on the empty air for a while, until his counterpart spoke up again.

"You raided the supply cabinet, focused on the glass bottles in the back, ignoring all other, then carelessly, greedily downing it as a hopeless drunkard, or a regular bum trying to hide from his torment." The way Leon maintained this elaborate metaphor with such seemingly machinelike disinterest… was disturbing. "What is the occasion?"

"Don't play dumb, damn you." Wolf hissed. "We're fighting a futile battle. Against StarFox, Corneria's prized band of…!"

"The war is over. Now you're just an enemy mercenary on the run, downing his fears in alcohol, the same as any normal fool." The reptile took a casual sip.

Wolf felt the muscles in his face tense, but he knew better than to mess with his wingmate, subordinate or not. He was sitting across from one of the most dreaded names in the Lylat system: Powalski the torturer. The manner in which he committed his unspeakable duties had spread to the farthest corners of the galaxy; how, without a faltering face, he left victims mangled, disfigured, sometimes alive, left with a broken body to mourn their last few hours in solitude. He probably had a knife hidden somewhere under the layers of his uniform, ready for easy accessibility and a swift uppercut into thin, vulnerable flesh…

"The war isn't over." Wolf hissed. "There's still resistance-"

"You mean Oikonny's circus?" Leon countered. He had never been particularly fond of his former copilot, someone he claimed to be a pompous, spoiled brat with only a name to boast of. "StarFox and the Cornerian fleet have leveled the Venomese base to the ground. Andross has been annihilated. What prompts you to think that his mindless spazz of a nephew could possibly take down the Cornerian empire?"

Wolf was only half-listening, messily dosing himself on alcohol once more.

"Leon…" he managed, the intoxication apparent now. "I don't give a damn about this war, or the fact that the Cornerian republic will pay my murderer like a damned king."

"You just don't like to lose," Leon smirked.

"Shut up." Wolf growled lamely between gulps as he finished off the rest of the glass.

Tension between the pair had been high. They'd both been happy to see Pigma go - revolting, gluttonous swine that he was. And when you got past the fact that his betrayal led to the death of James McCloud, he wasn't much for their image anyway. But Pigma's presence revolved around keeping himself in the limelight; as a result, conversations never reached a fantastically grim point, and afterwards the hog was a subject of much backtalkery. He gave Wolf and Leon somebody to loathe together.

Yet, despite the recent loss of Andrew, the wild card, and Pigma, the reckless glutton, StarWolf team was anything but levelheaded as two brooding, clever personalities fought for domination.

Abruptly, "Wolf…"

Wolf O'Donnell, intoxicated leader of the StarWolf team-turned-pair of mercenaries, let his eyes drift to the window overlooking deep space. A pair of red lights could be seen in the distance; they became brighter and brighter until visible behind them was a small vessel traveling at a constant speed.

"A police cruiser." Leon noted grimly, but the urgency in his voice was gone.

"Oh hell..!" Wolf attempted to stand, slumped against the table for support. "Perfect timing. How were we tracked?"

"It's a single, slim vessel, designed for stealth and surveillance, not combat." Leon noted aloud. His deep, accented voice stayed calm but with a note of unsettlement. "They weren't tracking us, but I wouldn't be surprised if we're the reason that it's out here."

"Looking for us? Those…" Wolf slipped into a slur of disjointed profanity and fell back into his chair, groping his stomach suddenly. "Go smash 'em."

Leon just sat there, knowing that the intoxication was hindering his comrade's judgement, still quick to chastise him nonetheless. "You fool. Destroying an insignificant surveillance vessel will have the entire Cornerian fleet on our tail before we make it out of the Sector. Get to the floor."

Mind swirling about in a drunken haze, Wolf took orders without trouble, and once he was on the floor his attention averted to his partner in crime. He sat crouched, almost dead motionless, though his tail was still entangled in several chair legs, something which he'd always had a bad habit of doing.

His eye continued to wander, an entity of its own without direction. The closest thing Wolf had to a friend - known to most of Lylat as "the Tormentor" - was years his senior, but as far as looks were concerned, he hadn't changed since his life's prime. Eyes sly, conniving, hiding something bigger, more powerful within them. His skintight uniform gripped a svelte figure, showing indications of scales underneath.

Cuts and scars were also quite apparent, but such was definitely not uncommon among Venomese ranks.

And then he did it, and Wolf flinched; Leon's eye swiveled around in its socket and focused in on him, without the slightest head motion. There was more than one reason for Leon's being able to scare the hell out of people.

"You're a hopeless alcoholic," He commented, amused.

"You, go to hell," Wolf hissed back between clenched teeth, once again conscious of his stomach.

The rumble of the engine shook through the room, rattling the liquor bottles as the cruiser drew closer. Soon it was practically upon them. Wolf kept still, save for a few haughty drunken coughs and wheezes, invisible sounds against the cruiser's turbines. Within a minute they could distinguish the faces of the pilots; a middle-aged raccoon at the controls and a much younger spaniel beside him, possibly a trainee. The vehicle slowed to a stop about 30 feet away, landing on the provided space.

The cockpit swung open and the two stepped into the artificial atmosphere bubble that enveloped the place. The raccoon, heftier in stature, stumbled up and cautiously made his way to ground, while the young spaniel maneuvered gracefully out of her seat, saluting her partner before falling into stead behind him. The duo made their way to doorway, the door severed from its hinges and the keycard slot jammed.

"This is the beauty of taking pitstops in abandoned Cornerian outpost quarters." Leon mumbled. Careful to stay enshrouded in shadow, he watched the two make their way in through the front of the building, and with a couple of stairs and a few corridors they would make it to the dining hall where they were positioned.

Wolf just sighed; who knew how many of those cruisers he had felled in all of his duties. He reached systematically for his blaster, nestled in the pocket of his slacks. Leon was already stationed at the door, phaser cocked and ready.

The faint mumble of the officers' exchanges drifted about. It started to ascend in volume, accompanied by a chorus of doors opening, boxes being moved. And then, they were in hearing range.

"Targets confirmed - they're definitely in this sector, over." A young woman's voice - the spaniel.

Then an older, scratchier voice - male. "Commissioner, you want we should send troops to the neighboring outpost?"

And then they were right outside. Wolf, drunken and impaired, crouched beneath the table, ready to evade fire if he had to. He felt the fur on his neck begin to stiffen - a sure sign of anxiety before the attack.

"The dining hall's directly ahead. Proceed with caution."

Leon simply steadied his weapon.

Suspense was heavy on Wolf's warm forehead, he reached up to steady himself, the sudden headache…

The sound of the handle turning, lock unclicking, boots made a confident yet cautious strut forward…

An onslaught of blaster fire pierced the open air, Leon was all over them. There was no scream, no cry, no plea, nothing but laser sounds - they'd hit the floor so quickly that Wolf could hardly catch the transition.

Leon turned around suddenly, and he didn't even pause to admire his handiwork, a small heap of bodies carelessly slung upon one another. This surprised Wolf.

"Out," He commanded.

Forcing himself to concentrate Wolf rolled out from beneath his wooden shelter, quick on his comrade's tail. But then, a sudden pain in his leg…! He stumbled forward, felt blood. The room was shaking…

Wolf's grunts and wheezes faded into the background. Leon had frozen at the gunshot, and now stood with his back to the door. The only movement came from his slitted pupils, now rotating to face the source of fire.

The spaniel stood poised at the doorway, seemingly unscathed, one finger still loosely caressing the trigger, a smirk contorting that sweet young face. There was a cunning, confident air to her, one that showed intelligence and wit behind it (as they were definitely not one and the same), and he had seen that look before, and it seemed so familiar, but so out of place on that muzzle…

"Ah, Professor," she now looked directly at the aging chameleon, an unreadable look in her eye. "Been a while, huh?"

"Have we met before?" He inquired icily, still with his back to her. "I assure you you're much too young to have been one of my students,"

She gave an odd, grim sort of smile, then averted her gaze to some buttons on her gauntlet, slim fingers aptly prodding at the small buttons. Leon watched, with clear apathy, as her blonde fur started to billow in the airless room; then turning bronze, brown, gray… The change was invisible at first until you realized it wasn't a lighting trick on her long hair.

Wolf shut his eye and grunted - blood was seeping through his trousers, staining them, engulfing them and starting to discolor the hard tile floor. The sense of vertigo was strong, joint faults of alcohol and blood loss. He felt Leon's presence above him, heard voices in the background; he hadn't cared to tune in yet.

"My apologies, O'Donnell." Even spared the visual, Wolf instantly recognized that voice. It was so much different from the soft, feminine tones he had picked up on a minute ago. "Normally those who assault a Venomese Commissioner are greeted with death, but given the circumstances…"

"Bitch," he said.

"Venomese Mercenary Head Commissioner Styx," She corrected him. "Fortunately, I'm not here to pick at grudges."

He swung his head and threw his gaze behind him, and there stood Amuro Styx, gun still in hand. She must've been in her mid-thirties now, her lovely faux youth gone, with deathly pallid scales where the sunny fur once glimmered. Age had done little to her. She had grown into her frame, at least, and no longer looked like a sickly skeleton, although there was still no color in her skin. Choppy black hair framed her face and curtained her eyes; they, most of all, hadn't changed, dark and spacious as if an endless void existed behind them.

The intricate golden badge on her breast stole away form her equally bleak uniform.

"I see you've leveled up." Leon spoke up at last - and the anticipation broke as Wolf let out his breath.

She stared right into him, locking eye contact. But his face never faltered, even as he felt the many years' kindling of resentment unwinding between their eyes.

"Why yes…" The woman muttered hesitantly, as if intimidated by his confidence.

"But no matter what, you'll always be my little murderer."

Wolf watched him spit out that last word, as if it were venom. She seemed to choke at the sound of it, flinching.

"That… is an unfit way to speak to your new commissioner." Came the huffed response at last. "Personal matters stay out of business. If you'll take over, General?"

The raccoon stepped forward, and the two mercenaries gawked at him.

It was then he triggered his own horrific transformation. Iron white fur took the place of tawny fuzz, the mask-like face became accented and regal. Tufts of fur darkened to strong black stripes in contrast. A great tiger formed from a ridiculous animal, and now he stood, postured, staring down his company with silver eyes of steel.

The scratchy voice was gone as well - now deep, distinguished, menacing.

"Remember me, gentlemen?"

"Strype? You're-" Wolf trailed off. But he was almost certain that their old commissioner had been pronounced MIA shortly after Andross' death…

"Ha, no, O'Donnell, I do in fact, live on… and under a new title. I am now the ranking General of the entire Venomese army - second in command to the emperor himself!" He smirked with pride, now starting to pace across the room. "Amuro assumed my old rank after the promotion. May I say she has done a fine job tracking down her department."

He indicated towards Leon and Wolf, the latter still sprawled disoriented and bleeding on the floor.

"With all due respect…" Leon began, coyly returning the stare. "The war is as good as over. Our forces have been crushed underfoot. Sending us against the Cornerian fleet at this standing would be a suicide mission."

"Perhaps. The armada has suffered great damage, and our emperor Andross lost what remained of his body in the midst of our defense." A pause, seemingly in reverence. "But we will not let his sacrifice go for nothing. We may not be able to see him, but he is still the master deity who is watching over our progress now, for his powers were far too great to exalt this world. We will continue to serve him until our duties have drawn to an end; and you, Powalski, have right to be ashamed. This war is anything but over. The resistance will never give up."

"If I may, sir," Amuro cut in, "But we will be needing O'Donnell's services in the future… and-"

"Yes. Of course." He spoke into his gauntlet. "Hodges! Dispatch one medical unit to Sector Z, coordinates 84 versus 93. Repeat, Sector Z, coordinates 84 versus 93."

Leon, at long last, tucked his phaser back into his uniform, but still consistently made eye contact.

"General Strype… You and-" Only grudgingly did he say it- "-MHC Styx- are under cover."

"You noticed?" Came the reply, heavy with either sourness or sarcasm, it was indistinguishable. "Yes, as you can imagine, your mate O'Donnell made the Cornerian fleet's "most wanted" list… being the Venomese poster boy and all… But can you imagine who could possibly occupy the leading two spots?

Yes, we based the idea of this interactive camouflage scheme off of one of our mighty leader Andross' emergency prototypes. There were a few rough spots - you can't just go and invent some new identity, as these camouflage devices-" He indicated towards the gauntlet on his wrist. "-cannot dream people up for you. They can, however, give off the illusion of another existing person, once that person's carbon structure and DNA have been scanned into the generator. Well, we were tickled at the idea of a spot on the Cornerian police fleet, so… we assaulted a renowned private squad… analyzed the bodies and assumed their lives."

Leon made no facial reaction up to this point; now, embracing the ingenuity of this diabolical plan, smiled.

Somewhere on the floor, Wolf gagged, a strangled kind of sound, and Strype kicked his side disdainfully.

"O'Donnell, you dishonor your name. Put aside the pain and rise."

The general turned to Leon.

"Has he been inebriated?"

"The stuff he got into was stronger than this drunkard's used to."

Strype chuckled, but whether it was in an amused or sinister way, or both… "Makes you wonder what the goody goodies have been doing behind closed doors."

Without even attempting to fake a laugh or smile, Leon brushed past the general and made his way to the window-wall, arms crossed, surveying the barren expanse of space that lay endlessly before him.

"With billions lost to troops, weapons, repairs, reinforcements… what does that leave for a team of mercenaries?" He asked casually. His tail swept from side to side behind him.

He was answered only with the sound of shuffling. Leon turned his head slowly, half-expecting to find himself eye-to-eye with the barrel of a gun. Instead, General Strype had come to stand beside him.

"Well… the best way to put it is this," he began. "In return for further services to the Venomese empire, you will retain your lives and freedom. But aren't those the most precious things of all?"

Leon snorted. "I believe the word you're looking for is 'blackmail.' You obviously have some way of tracking us. If we don't comply, you'll sell us out to Corneria."

"You understand now, Powalski," The tiger nodded, satisfied. "Well, I'm glad we had this talk."


A/N : I may have one baaaad record but I swear to God I'm going to update this.