Disclaimer – I don't own Starfox nor am I making money off this in any way, shape, or form.

Summary/Info – Oneshot; AU; character death; Leon Powalski, Second in Command of Starwolf, is seen as many things: creepy, deranged, misunderstood… just to name a few. Yet there is one fact that must be accepted. Leon is loyal.

Leon had never been accused of being an idiot. Well spoken and cultured in most of his mannerisms, the chameleon never made uninformed decisions. Everything he ever did was calculated and precise.

He'd always wondered if his typically unemotional state of mind was why he couldn't beat Starfox. The only time he felt driven to succeed was in their presence, yet even then his ability to block out what he felt did not abandon him. Insular and remote, he hid himself behind walls of steel that even the vaunted Krystal of Starfox could not pass with her telepathic capabilities. Perhaps that meant he had won, in a way…

That lack of feeling in the past was, possibly, the reason why the fear he now felt terrified him just as much as the situation playing out before his Wolfen's viewscreen. Leon's fighter was crippled, as was Panther's. Wolf, however, was fighting against the only opponent left. They didn't know who their attackers were and, considering the debris field, they probably never would.

Wolf was losing the battle.

Leon never thought he'd see the day when Wolf wasn't good enough. Maybe the reality was that he'd see and die on that day. Scurrying under the control panel, Leon disconnected some wires and reconnected others. Some he stripped and spliced; he'd do anything to make his Wolfen run again. All he needed was a few minutes to change the outcome he felt creeping up upon his team.

Electricity crackled through the panel and the noise drew Leon back into his chair. A few of the systems were running again, but not weapons and not engines. He was still dead in space.

"There has to be something I can do…" Leon closed his eyes and mentally ran over every piece of engineering information that he knew. Bit by bit a plan formed. Outside Leon fighter, the lack of air kept the sounds of Wolf's desperate battle from distracting Starwolf's Second in Command.

Diving back under the control panel, Leon performed another set of splices and winced as the sound of his life-support cut off. He brushed off his internal panic easily. What he planned must happen. Leon owed it to Wolf as the lupine's subordinate. And yet, it was more than that. What he owed Wolf was that of an employee to employer and of one friend to another.

Leon's Wolfen lit up. Then engines purred to life and the weapons came back online. The shields glittered into existence around the Wolfen as Leon commanded the fighter to streak forward towards the losing battle that Wolf fought.

The laser cannons on Leon's Wolfen targeted the crucial systems on the attacker's fighter, drawing the opponent's attention away from Wolf's now crippled vessel. Further and further away from his teammates he went; Leon's only true intention was to ensure the safety of his friends.

Flipping on his com-unit and hoping that Wolf and Panther could hear, Leon spoke one last time. "I'm sorry about this, you know. I just… I can't imagine a universe without Starwolf, so don't let me down okay?"

Then he reached out with a scaly hand and flipped one of the switches on the rewired panel…

!#$&()+

Wolf had sat through rounds of Cornerian interrogations, but he never said anything about Leon. The CDF was clearly frantic to ensure that all of Starwolf had been rounded up, but neither of the two rescued pilots would say where their Second in Command was.

In that silence, Wolf found solace. He could pretend that nothing had happened…

Fox McCloud entered the room and sat down across the table from Wolf. "I've been trying to get through to see you since I heard about Starwolf's capture. After what happened with the Apparoids, my team and I are trying to free you and Panther; we owe you that at the very least."

Wolf shrugged, staring out the window with his good eye. "Have you ever considered giving up being a mercenary?"

"I… what?" Fox tilted his head and regarded Wolf with a confused expression. "O'Donnell, what's wrong?"

"In all my time as the leader of Starwolf, there has always been one person who has stood with me through everything and, you'll notice, he isn't here anymore." Wolf stood from his chair and moved to stand before the window. "He said he couldn't imagine a universe without Starwolf…"

"What happened to Leon, Wolf?"

Leon's Wolfen exploded silently in the dead of space. The chemical fires leapt outward, catching the enemy fighter. Moments later, a second explosion sent light out towards the two remaining teammates.

"Leon's dead." Silence fell in the room and Wolf turned to face Fox for the first time since the vulpine had entered the room. "I don't care what anyone may ever say about Leon, but he was my friend and he knew more about loyalty than any dammed Cornerian soldier.

"They don't understand the mercenary life; they didn't deserve to know what Leon did for Panther and me…" Wolf took a deep breath and continued slowly. "I don't care how long it takes, but I intend to find out who it was that attacked my team and I'm going to kill every last one of those bastards."

Fox stood and nodded in understanding. He walked to the door, but didn't palm it open. Instead he turned to Wolf once more. "If you want help, free of charge, Starfox will be available." Then he was gone.

"I knew he'd understand…" Wolf muttered, returning his gaze to the starfield beyond the window.

A/N So... review, please? Let me know what you think.