-->''[[MemeticMutation "Do a barrel roll!"]]''\\
--'''Peppy Hare'''

''Star Fox 64'', known in Australia and Europe as ''Lylat Wars'', was the most successful game in the ''VideoGame/StarFox'' franchise, published on the UsefulNotes/{{Nintendo 64}} in 1997. It was the ContinuityReboot of the ''Star Fox'' franchise, which had previously started with ''[[VideoGame/StarFox1 Star Fox]]'' on the UsefulNotes/SuperNintendoEntertainmentSystem in 1993. ''64'' recycled and expanded upon many elements of the 1993 game's story.

The story begins with Andross, a [[MadScientist brilliant but immoral scientist]] whose dangerous experiments have nearly destroyed the Lylat System. As punishment Andross is exiled by General Pepper to the barren lifeless planet [[IDontLikeTheSoundOfThatPlace Venom]]. Five years later however Pepper notices strange activity coming from the supposedly desolate world. The Star Fox team consisting of James [=McCloud=], Peppy Hare, and Pigma Dengar are [[PrivateMilitaryContractors hired]] to investigate. Upon arrival Star Fox discoverers Andross has been building up an army in secret with the goal of exacting revenge upon the Lylat System.

However, before they can return and inform Pepper, [[FaceHeelTurn Pigma betrays the team]] and James is supposedly killed by Andross. Peppy barely escapes capture and returns home to inform James' son [[TheHero Fox McCloud]] about his father's fate. Vowing to avenge his death, Fox and Peppy help rebuild the team with new members [[GadgeteerGenius Slippy Toad]] and [[AcePilot Falco Lombardi]]. With the passing of a few more years Andross's army has declared war against the Lylat System. With an invasion force mounting against the capital planet of Corneria, General Pepper turns to the new Star Fox team to free the system and defeat Andross once again.

[[Characters/StarFox Characters]] from the ''Star Fox'' universe also feature in the ''VideoGame/SuperSmashBros'' series, which actually expanded significantly on their personalities in ''Super Smash Bros. Brawl''.

''Star Fox 64 3D'' is a VideoGameRemake of ''Star Fox 64'' for the UsefulNotes/Nintendo3DS developed by Q Games, which previously developed ''VideoGame/StarFoxCommand''. Also received a college theater adaptation titled ''Theatre/BarrelRollsAndBrokenDreams''.
!! ''Star Fox 64'' and the 3DS remake provides examples of:
* ActuallyADoombot: Taking the Easy Route to defeat Andross. Instead of going OneWingedAngel...
* AllThereInTheManual: Several bits of information are only found in the Nintendo Player's Guide. Before the bosses' names gained BossSubtitles in the remake, the guide gave their names, including, as pointed out below, pointing out that the name Granga refers to the pilot of the mech fought during the standard boss fight on Corneria (i.e. if Falco doesn't lead the team to the Attack Carrier instead) rather than the mech itself as with most other fights against manned weapons, including the aforementioned Attack Carrier. The same guide also had an interview with ShigeruMiyamoto himself regarding the series.
* AmazingTechnicolorBattlefield: Bolse is extremely colorful in the original version until the force field generators making the light that reflects off the satellite's surface are destroyed. However, this element was removed in ''Star Fox 64 3D''; the surface of the satellite appears silver/gray constantly in it.
* AmusingInjuries / ElectronicEyes: When you face Star Wolf on Bolse or Venom, assuming you shot them all down previously, they reappear with new ships and somewhat altered looks; Leon gets a scouter over his right eye, Pigma's eyes turn purple, Andrew gets a visor that looks like an electronic pet's, and Wolf... gets band-aids.
* ArchEnemy: Star Wolf to Star Fox. The opposing teams' members always go after specific Star Fox members, and they are always fought at least once regardless of the path the player takes.
* ArtifactTitle: The remake's title still contains "64" even though the Nintendo 3DS is a [[BinaryBitsAndBytes 32-bit]] system.
* ArtificialBrilliance: The dogfights with Star Wolf are quite brutal affairs, especially the final one on Venom (the hard way), where they are very clever and are easily the hardest fight in the game. The enemies will follow you around, but won't always fall for the simple tricks that work on easier enemies, and if you let one of your allies get shot down, you get double teamed in a very, very unpleasant way.
* AsteroidThicket: Meteo.
* AttackAttackRetreatRetreat: During the boss battle on Macbeth.
--> '''Train driver''': Step on the gas!\\
''(train goes on a collision course with a fuel depot)''\\
'''Train driver''': No! HIT THE BRAKES!
* AttackItsWeakPoint: Most boss battles amount to this. Peppy Hare tells Fox what those weak points are.
* BackupFromOtherworld: [[spoiler:James' rescue in the true ending]] may or may not be this.
* BattleshipRaid: Multiple.
** Katina, where you battle a Film/IndependenceDay-esque mothership and try to stop it from blowing up a Cornerian base.
** Macbeth, where you attack a heavily defended train and try to crash it into a fuel bunker.
** Bolse, where you attack a massive defense satellite protecting Venom.
** Inverted with Sector Z, where you have to defend the [[HomeBase Great Fox]] from Andross' forces.
** Sector Y and Area 6, where you tear through the Venomian fleet. The latter is even more intense, as the enemy is literally throwing everything they have at you to keep you away from Venom.
* BigBad: Andross.
* BigDamnFireExit: After you defeat the TrueFinalBoss, you must fly through the maze you entered to reach him in reverse order. You must constantly boost throughout this or you will be consumed by the fire chasing you.
* BigNo: Either Peppy, Falco, or Slippy shout this when Fox is taken down in the English version (in the Japanese version, it was [[SayMyName Scream My Name]] instead).
* BigWhat: Do well enough, and this will be General Pepper's reaction to the team's bill for their services.
* BlindIdiotTranslation: Fichina was mistranslated as Fortuna in the original English translation, causing confusion as to why a lush jungle planet's name is now used for one covered in ice. Later games corrected this, with ''Assault'' containing both Fortuna and Fichina and ''Command'' making the correction more obvious by having the Lylat System laid out similarly to how it was in ''64''. The 3DS remake translates Fichina's name correctly, too.
* BoringReturnJourney: After Andross is defeated, Fox and co. evidently just set a course for Corneria and fly there slowly.
* BossOnlyLevel: If you take the hard route to Venom, you will face Star Wolf.
* BossSubtitles: The 3DS remake adds these to each boss. Mechbeth's appears right when it appears, which is actually before the last few track switches, so its subtitle is seen even if the train it's tied to is crashed by Fox.
** Averted with Spyborg. Interestingly, [[MythologyGag the Meteo Crusher has the same subtitle as the Rock Crusher from the original]], although the Attack Carrier's original subtitle, Advance Scout Mothership, was changed to Interplanetary Warship.
* CanonImmigrant: The planet Papetoon, which was previously only seen as a rocky frontier world in the [[{{ComicBook/StarFox}} comic]] and the ''[[{{AlternateContinuity}} Star Fox Mission File Printout]]'', is mentioned in the backstory as Fox's home and is depicted as the green planet Peppy is flying back towards in the opening to tell him what happened to his father. The planet is only mentioned by name in the Japanese version (leading some fans to assume it was Corneria), but it is brought up again in one of the endings of ''VideoGame/StarFoxCommand''.
* CasualDangerDialogue: If you face Star Wolf on Venom and Falco or Slippy are in trouble, they'll start talking about how impressed they are by the Wolfen II. Their help arrows point out the extreme danger they're in.
* CatastrophicCountdown: During the Fichina mission, Slippy notices several enemy craft leaving the captured base. [[MissionControl ROB 64]] informs the team that the enemy planted a bomb in the base; before anyone can defuse it, they must deal with an attack by Star Wolf. If you drag out the battle, you'll notice the base starting to spark and billow forth a few small explosions.
* CaveBehindTheFalls: If Falco is helped on Corneria and the player passes through all the stone arches, then Falco finds one that leads to Corneria's main boss.
* CombatTentacles: The Gorgon.
* ComplainingAboutRescuesTheyDontLike: Falco makes ungrateful and sarcastic remarks since he doesn't like having to be saved from the occasional enemy pursuer.
--> '''Falco:''' Gee, I've been saved by Fox! How swell!
* ContinuingIsPainful: If you die, your laser reverts to the single laser and your bomb stock is reset to three. This can lead to UnstableEquilibrium if you end up having to restart without a powered-up laser or a large reserve of bombs on a stage where having them is important, e.g. some of the later stages in Expert Mode.
* ContinuityReboot
* CoolShades: Twice. Fox wears them as a [[AndYourRewardIsClothes reward]] for playing in [[DynamicDifficulty Expert Mode]], resulting in him looking an awful lot like his father James (at least as he appeared in the flashback in the game's opening sequence), and [[spoiler:the ghost ([[MindScrew or whatever]]) of James [=McCloud=] himself wears them while helping you escape Andross's lair.]]
* CreditsRunningSequence: The TeamShot running sequence starts after the Starfox team returns and gets invited to join the regular army. Near the end of said sequence shows the Great Fox carrier in the background take off, with a cut to the Great Fox being escorted by the four fighters.
* CreepyMonotone: Spyborg.
* CriticalAnnoyance: If you're low on health, you will hear constant beeping, and you will hear loud and increasingly shrill beeps if you take damage.
* DisneyDeath: In the DownerEnding for Katina, Bill is apparently killed along with the rest of the Cornerian Army. The next mission, he shows up to provide backup, to Fox's surprise.
* DownerEnding: If you take the "easy" route (i.e. going to Venom from Bolse instead of Area 6) and kill the Andross-bot at the end of the game, the ''Great Fox'' flies off into the cloudy sunset... [[spoiler:which promptly morphs into Andross's cackling face]]. In the remake, this doesn't happen right then. Instead, after the credits specific to that version are shown after the game shows the original version's credits, [[spoiler:Andross, now animated in 3D, is in the background of the screen that shows one's final score.]]
** Some levels can end this way if you don't meet the objective. For example, Katina may end with Saucerer wiping out the military base and the Cornerian Army and Sector Z can end with the ''Great Fox'' getting damaged by a Copperhead missile. The latter of the two examples for individual missions ends up with the player getting the above-mentioned downer ending for the game itself, as successfully fending off the Copperhead missiles takes the player to Area 6 while failing leads to Bolse.
* EnemyChatter: Area 6 starts with one of Andross's commanders, Caiman, reporting that there are "no problems," only for him to be proven wrong when the Star Fox team shoots down one of his ships. Within the level itself, you hear the enemy commanders organize the defenses you're in the middle of breaking through. As you get further along in the level, decimating their forces, [[MookHorrorShow they become increasingly desperate and horrified.]]
* EpicFlail: When he's nearly destroyed, the boss of Zoness, the Sarumarine, its pilot will try to use a gigantic ball and chain in his last effort to destroy you. On Expert mode, it's essentially a OneHitKill.
* EnterEponymous: The title of the Corneria level is "Enter Star Fox". Similarly, the title of the Fichina level is "Enter Star Wolf".
* EvilIsVisceral: Andross becomes a giant brain in his final stage.
* ExactlyWhatItSaysOnTheTin: Bolse's full name is Bolse Defense Outpost. Along with Area 6, it defends Venom's airspace, and it apparently is an outpost for Venom troops as enemy fighters do come from within the satellite in retaliation to the destruction of the satellite's shield.
* FakeDifficulty: Expert Mode turns your wings into [[MadeOfPlasticine brittle flaps of plastic]]. If you bump into ''any'' solid object, your wings are gone. Not only will the Arwing drift uncontrollably, but your laser is reverted to the weak single green laser.
* FreezeFrameBonus: If you look closely in the background after beating Andross on the Hard Path, you'll see a shooting star before it fades to the end credits. It can be believed that the star was [[spoiler:James [=McCloud=].]]
* GameBreakingBug: After beating Star Wolf on the Hard Path at Venom, if you're in just the right position and facing just the right angle after defeating them, [[http://www.youtube.com/watch?v=vnr54D1z7MI you'll circle around the entrance indefinitely]] since your ship doesn't have a tight enough turning radius to reach it.
* GodzillaThreshold: Implied with the crew of Area 6 and Gorgon, the stage's boss. They seem really reluctant to launch it at you.
-->'''General:''' ''"Dang!... DEPLOY IT NOW!"''
* GoneHorriblyWrong: The boss of Sector X is Spyborg, a robot superweapon created by Andross' forces that [[TurnedAgainstTheirMasters turned against them]] and trashed the place looking for its creator (a'la the V'ger from ''Film/StarTrekTheMotionPicture''). When the Star Fox team arrives, the base is already in ruins after Spyborg's rampage.
* GoshDangItToHeck: "Dang!" and "Shoot!" are quite common interjections here.
* GreenHillZone: Corneria.
* GrimyWater: The entire surface of Zoness, which is completely covered with water like the nearby planet of Aquas, only with even worse pollution.
* GuestStarPartyMember: Bill and Katt help out the Star Fox team on Katina and Zoness, respectively. Once the levels are completed, they show up to help in the next level and their ship flies along with the Arwings during the end credits. Note that you can only get one of them on a single playthrough, as to reach Zoness, you must go to Aquas instead of Katina for the third level.
* HairTriggerTemper: The pilot of the Shogun at the end of Sector Y, who spends most of the battle yelling at the team when he's shot at.
* HoistByHisOwnPetard: The well-deserved fate of the boss of Macbeth -- he spends the whole level staying ahead of you with his annoying armed train, taunting you all the while, and concludes it with his secret flying weapon, chained right to the main engine. Fortunately, if you happen to trigger all 8 junction switches and the final switch, you can skip fighting the boss altogether and sit back and relax as the train goes [[TooFastToStop speeding out of control into a fuel bunker]], dragging the cocky engineer to his explosive doom.
** Alternatively, if you manage to kill the butterfly-esque Mechbeth, it will come crashing down and land on the main engine, killing the conductor.
* HumongousMecha: Used in significant numbers by the enemy in Sector Y.
* ImprobableAge: Fox, Falco and Slippy are all expert Arwing pilots and they're not even in their twenties yet.
* {{Incoming}}: This game loves this line.
--> '''Slippy''': Incoming! \\
'''Peppy''': Incoming! \\
'''Falco''': Here they come! \\
'''Slippy''': Incoming enemy missile! \\
'''Caiman''': The last line has been breached!
* IncrediblyLamePun: "Only I have the brains to rule Lylat!" [[spoiler:At this point, all of Andross that's left is his brain and eyes.]]
** After [[spoiler:his eyes are destroyed, he may have the BRAINS to rule Lylat, but he lacks... the VISION.]]
* InvisibleWall: Leaving the battlefield during all-range mode sections causes the Arwing to turn around automatically.
* ISurrenderSuckers: The pilot of the Meteo Crusher feigns surrender when half of his health is gone, then resumes his attacks. If Falco's there, he sees through the ruse.
** Spyborg appears to lose all of its health when it reaches halfway. [[HopeSpot It collapses, Slippy celebrates,]] then it revives and ([[TimedMission if you're too slow]]) slaps Slippy's ship away.
* KeepTheReward: Subverted. Star Fox takes the reward, but denies the offer to formally join the Cornerian Army.
* KillSteal:
** Occasionally, your wingmen will go after enemies. You can take out their targets for them, but doing so causes them to [[StopHelpingMe complain about it]]. The opposite also applies: your wingmen can shoot down enemies you were after. Unfortunately, you do not take credit for whatever they kill. On Sector Z, your wingmen will fire away at the missiles, causing you to miss out on points if you fail to get in the killing shot.
* LeeroyJenkins: Slippy in Sector X, if you take too long to kill the boss after destroying its head.
-->'''Slippy:''' Let ''me'' handle this!\\
'''Peppy:''' Slippy, get back here!\\
''(the boss smacks Slippy's Arwing away)''\\
'''Slippy:''' [[SayMyName FOOOOOX!!!]]\\
'''Fox:''' SLIPPYYYY!!!
* {{Leitmotif}}: The Star Fox and Star Wolf teams both have their own, as do Bill and Katt during their appearances. The teams' are significantly longer than the ones for individual characters. The music for Titania and Macbeth might as well be one for the Landmaster -- it only plays on those planets with both being the only Landmaster levels.
* LethalLavaLand: Solar, which is either a molten planet or the Lylat System's ''freaking sun'', depending on what source you ask. Either way, nothing was expected to be able to survive the heat, but the bioweapon there, Vulcain, apparently didn't get the memo, and neither did the birds that serve as enemy fighters.
** Nintendo Power [[WordOfDante claims]] it is the smaller and less hot of the Lylat System's two suns (this would make the Lylat System a binary star system, which is quite common in our own Milky Way Galaxy, with the Solar System being an exception[[note]] Well, unless the people proposing the existence of the star Nemesis turn out to be right. Incidentally, Nemesis is often thought to be a red dwarf star (which the guide for the original version of ''Star Fox 64'' says Solar is), which is smaller and not as hot as the Sun[[/note]]). The Japanese version of the strategy guide, the old Nintendo of America website, and ''StarFoxCommand'' all [[{{WordOfGod}} clarify]] that Solar is, indeed, a planet.
* LifeMeter: Justified for the bosses; Slippy analyzes the enemy's shields. If he is absent, either due to being shot down or Fox being alone to fight Andross, the boss meter will not show up.
* LighterAndSofter: Compared to ''Star Fox'' and ''Star Fox 2'', especially considering that downed wingmates are out of action for the rest of that mission and the next instead of KilledOffForReal. The series became DarkerAndEdgier again with ''Assault''.
* LongSongShortScene
** Venom, despite being the location of two levels, only has its level music actually play on the path from Bolse. When going there from Area 6, a fight with Star Wolf happens as soon as Star Fox reaches the surface (during which the former's own music plays), after which Fox heads for Andross. In contrast, on both paths, the music that plays during Fox's solo portions in which he heads for and confronts Andross [[spoiler:or at least a robotic decoy that looks like him]] is the same.
** There are two songs used with Andross (not counting the brain battle). One is used in both fights against Andross, but there is a special one used when the Andross-bot appears. Evidently, if you fought the real Andross this song is not used.
** The first two boss themes have sped-up versions that play at the climax of a few battles that use them. These versions aren't used for every battle that uses the normal version, and aren't in the sound test (which only has the regular versions). The first boss theme itself may also count depending on which levels are visited, since most of its uses are on the easy (blue) path (Corneria's hard (red) path boss uses the second one) aside from Sarumarine using it on Zoness on the hard path.
** Bolse's theme doesn't really get played for very long, since the boss theme overrides it as soon as the force field generators are destroyed.
* LuckBasedMission: Getting a gold medal in Sector Z can be this, since your wingmates also attack the Copperhead missiles. If one of them gets the final shot on the missile then you don't get any hits added onto your tally, even if you did 99% of the damage yourself.
* ManiacMonkeys: Andross and his nephew Andrew, as well as several of the former's troops.
* MeaningfulEcho: "Never give up. Trust your instincts."
* MeaningfulName: Area 6 is the sixth area visited if a path with Bolse isn't taken instead.
* MindScrew: After beating the TrueFinalBoss, [[spoiler:James appears and helps Fox escape the base as it collapses. Or is Fox hallucinating? Or is it James's ghost?]]
* MirrorBoss: Star Wolf.
* MookHorrorShow: The EnemyChatter in Area 6 shows them getting increasingly desperate.
-->'''Caiman:''' The last line has been breached!\\
'''General:''' These guys are CRAZY!
** In the end, they decide to send their ''Planet Busting'' Mothership after Fox personally. This would be NoKillLikeOverkill except Fox [[{{Badass}} destroys it anyway.]]
* MouthFlaps: In the Japanese version of the N64 game, the character's mouths only spoke what was in their dialogue boxes, so the characters' voices often spoke far longer than their given dialogue, leading to greatly mismatched mouth flaps. The English version actually fixed this (mouth flaps matched both voices ''and'' dialogue). In addition, the audio used for English was far clearer and less grainy than the Japanese version.
* MultiplayerOnlyItem: Bazookas, if you do well enough in Singleplayer to earn them for Multiplayer.
* MusicalisInterruptus: If Star Wolf is fought on Bolse, which occurs if they weren't previously fought on Fichina (or if you did fight them and didn't manage to defeat them all - in which case only the ones you didn't take out show up), they appear after the satellite's force field generators are destroyed and their theme interrupts the boss music that starts up when the satellite's core is exposed and plays for the rest of the mission.
* MythologyGag: The Attack Carrier is back from the [[VideoGame/StarFox original Star Fox]] as the alternate boss of Corneria.
** In the remake, the Meteo Crusher's BossSubtitles, Asteroid Destroyer, was previously used by the Rock Crusher, its counterpart from the original. Averted with the Attack Carrier, though, which got new subtitles.
* NoNameGiven: Except for Granga and Caiman, most of Andross's troops aren't given a name. The former is one of the few vehicle-piloting foes whose boss fight uses the pilot's name instead of the vehicle's name, with this detail being pointed out in [[AllThereInTheManual the guide for the Nintendo 64 version]].
* NoOneGetsLeftBehind: The reason why Fox takes a detour to Titania after the Sector X boss knocks Slippy there (that is, if you take too long to destroy him). Although, due to the game allowing the choice of the alternate route if the player obtains a "Mission Accomplished" rather than a "Mission Complete" on a level, Slippy will end up stranded on Titania anyway for no clear reason.
* TheObiWan: [[spoiler:James]]. "Never give up. Trust your instincts."
* OpeningNarration
* {{Pirate}}: The pilot of the Sarumarine talks like one (down to a "yar har har har" laugh when he uses a weapon) and is piloting a captured Cornerian ship, with the Boss Subtitle in the remake pointing out that the Sarumarine was illegally obtained.
* PopularSayingBut: The tagline "OutOfTheFryingPan..." is given to Solar, since [[StealthPun the level is an oven]].
* PrecursorHeroes: The original Star Fox team: James, Peppy, and Pigma.
* PsychoStrings: Present in remake's version of the third boss theme (in the remake's sound test, this track is simply labeled "Boss Battle 3"). This particular track is used for fights against a [[WolfPackBoss large swarm of enemies]]. Usually there's also an [[TimedBoss urgent need to win]], such as when Saucerer threatens to destroy the base on Katina or Copperhead missiles are headed for the ''Great Fox'' in Sector Z, though that isn't always the case, as with Bolse's core and the accompanying enemies (provided Star Wolf doesn't end up appearing; see above).
* PsychoForHire: Leon and Pigma's intros. Both times during the Bolse level.
* PunnyName
** Mechbeth is a mechanical weapon fought on Macbeth.
** Pigma Dengar's last name is an Anglicized version of a sentence particle in the Kansai dialect of Japanese, which Pigma himself speaks with in the Japanese version (Dengar would be pronounced similarly to said sentence particle when spoken with a non-rhotic English accent). ShigeruMiyamoto, who worked on the game and pointed out the reason for the name in the Nintendo Power Player's Guide's interview with him, happens to be from Kansai himself and probably chose the name as sort of a dialectal in-joke.
** Sarumarine's was LostInTranslation as the guide didn't explain its name as with Pigma's last name, but is a combination of ''saru'' (''monkey'' in Japanese; referring to the primate piloting it) and ''submarine''.
* RibcageRidge: In the Titania level.
* SameLanguageDub: The 3DS remake has one for both the Japanese and English versions, as the ones for the original would sound too grainy on the new system. The Japanese version has a brand new cast, while the English version has the original cast reprising their roles from the N64 original, with a script that basically [[ParodyRetcon turns the dialogue into a parody of the original's dialogue.]]
* SceneryGorn / SceneryPorn: Zoness in the Nintendo3DS-remake. Sure, the water's extremely polluted, but ''damn'', did they make it look ''pretty''!
** The backgrounds of most of the space levels in the remake certainly qualify given that the 3DS's graphical power eclipses that of the N64. Meteo in particular is so filled with nebulae and [[SpaceClouds dust clouds]] that you have to wonder if the Cornerians have poor night vision.
** Solar's background in the remake is just plain trippy, as well as being brightly colored.
* TheScream: You have to take out the missiles in Area 6 before they can hit you, or Slippy will [[ScreamsLikeALittleGirl scream like a girl]]. If Fox dies when he goes solo to face Andross, he will also scream.
* ShiftingSandLand: Titania.
* ShoutOut:
** Katina is basically Film/IndependenceDay, down to the mothership's main weapon and weakspot and Bill Grey, who first appears in this level (and only appears in Solar or Sector X if the team gets there after successfully completing the mission on Katina for the former and unsuccessfully doing so in the latter's case), being named after General William Grey. A more subtle reference was made on Bolse, where Slippy is chasing one of the Bolse fighters while the force field is still up, and Slippy tells him that he has the enemy now, and then says "Those ships have shields, too!"
** Sector Y has Star Fox defend the armada against a squad of [[Anime/MobileSuitGundam Gundam]]...including a [[CharClone red Shogun that is 3x faster than the ordinary models.]] The homage goes as deep as the sound effect used for their weapons!
** Theatre/{{Macbeth}} and [[AMidsummerNightsDream Titania's]] names are references to characters from Creator/WilliamShakespeare's works.
*** The Player's Guide (as mentioned under AllThereInTheManual) states that Andross cleared away Birnam Wood to build his weapons factory on Macbeth, further supporting the reference to the Shakespearean play.
** After beating the TrueFinalBoss, [[Film/ReturnOfTheJedi Fox escapes in his ship]] from the [[CollapsingLair exploding base.]] Along the help from TheObiwan (maybe.)
** When you enter [[AsteroidThicket Meteo]], the way the Great Fox enters the asteroid field, blasting asteroids out of its way, is very similar to ''Film/TheEmpireStrikesBack''. It's the same level where Peppy exclaims [[ReturnOfTheJedi it's a trap]], too.
** Spyborg is searching for [[Film/StarTrekTheMotionPicture "The Creator"]].
*** Also, after Spyborg reveals that its still going to function, it waves its index finger and shakes its head in a manner similar to that of the T-1000 when Sarah Connor runs out of ammo before she could deliver the coup de grace on it in ''[[TheTerminator Terminator 2: Judgment Day]]''
* SigilSpam: Giant posters of General Pepper are everywhere, leading some to conclude that he's [[AlternateCharacterInterpretation a Big Brother-esque military dictator]]. It's also shown on Andross's soldiers and bases, although in their case, the part of them being a Big Brother-esque military dictatorship is all but confirmed.
* SkippableBoss: The Mechbeth weapon tied to the supply train on Macbeth, which goes down if the train it's tied to does.
* SlippySlideyIceWorld: Fichina.
* SmugSnake: The Meteor Crusher boss's lines are tinted with arrogance, and in the end, he yells that he "can't believe (he) lost to this scum!"
* SpaceFriction: The Arwings handle exactly the same in space as they do in atmosphere. At least the maneuvering flaps on their wings are locked in zero-G.
* SphereOfDestruction: The 64 version depicts most boss explosions as this.
* SpiderTank: Some of these appear on Titania.
* SpinToDeflectStuff: "Do a barrel roll!".
* SplashDamageAbuse: The best way to rack up Hits is not by shooting enemies directly but rather by using the area effect of charge shots.
* TheStinger: After the credits and ranking in at the end of the game, there is a [[OnlyInItForTheMoney cut to an invoice for services rendered]] - and General Pepper's reaction to the bill, $64 for each point in your score. If you have about 900 to 1,200 kills, he will remark that it's expensive but WorthIt, but if you have over 1,200 points, he will give a BigWhat.
* StopHelpingMe: InUniverse; your wingmen will complain if you shoot down enemies they're after. Falco in particular is pretty bad with this, as he does the same ''[[UngratefulBastard if you rescue him from an enemy attacking him]]''.
* SuddenlyVoiced: This was one of the first N64 games to have voice acting and the first to be ''fully'' voiced, with the exception of the tutor in Training Mode, who wasn't voiced in the original version. He finally got a voice actor in ''Star Fox 64 3D''. Turns out that he sounds like the manly-yet-sensitive offspring of BarryWhite and [[VideoGame/StarCraftII Tychus Findlay]].
* SuperTitle64Advance: Especially in the remake, since it has the 64 from the original and the 3D commonly found in the titles of Nintendo3DS games. That and, as mentioned above, the remake's system is actually 32-bit.
* SycophanticServant: Granga is ''really'' dedicated to Andross.
* TacticalSuicideBoss: The Shogun's greatest strength is that it's small and manuverable, and therefore difficult to hit. Every so often, it flies over to the nearby ship and shoots at you while more or less standing in one place.
** Sarumarine can only be damaged by bombs (at least until the final stretch of the battle), which are a somewhat limited resource throughout most of the game. So of course he constantly hands out bombs for you to hit him with.
* TakingYouWithMe: Andross at the end of the red path, word for word.
-->'''Andross:''' If I go down, I'm taking you with me!
* TemptingFate: Caiman reports a lack of problems in the vicinity in the intro for Area 6, only for Star Fox to shoot down one of his ships upon entry.
* ThatMakesMeFeelAngry: The boss of Sector Y, who is already easily angered, has a tendency to say, "You're making me mad!" in the 3DS version.
* ThisIsSomethingHesGotToDoHimself: Before the fight against Andross, Fox breaks off from the others to settle things himself.
* TrueCompanions
* {{Two-D Space}}: Sector Z is pretexted entirely on the ''Great Fox'''s inability to fly around a debris field or turn 90 degrees to the right.
* UnderTheSea: Aquas.
* UnflinchingWalk: Macbeth's ending if you kill the boss correctly. The [[CoolTank Landmaster]] calmly strolls away from what's left of the fuel bunker as it explodes.
* VideoGameCrueltyPotential:
** You can shoot down your own allies and force them to retire in the original version, but the remake's easy mode limits the amount of damage they can receive from friendly fire, thus making it impossible for anyone other than an enemy to actually shoot them down. However, this is quite easy to do to Bill's troops on Katina in either version (though this doesn't apply to Bill himself in the easy mode), and Bill doesn't hesitate to let Fox know if he shoots down an ally.
---> '''Bill:''' "[[WhatTheHellPlayer Fox, that's one of ours!]]"
** In both versions, you forfeit your opportunity for a medal if any of your wingmen are shot down (either by you or the enemy), so [[VideoGameCrueltyPunishment don't go thinking this is an easy way to boost your score, either]].
** {{Kill Steal}}ing from your wingmen, as doing so illicits [[StopHelpingMe complaints]] from them.
* VillainousBreakdown: Most bosses upon their defeat.
* VoiceOfTheLegion: Andross. It's more pronounced in ''3D''.
* WarmUpBoss: Regardless of which path you take, the end of Corneria has an easy boss at the end. Granga can be taken down in a few seconds if you're good enough. At the other route, the Attack Carrier, which is a CallBack to the first StarFox game, can easily be shot down in no time.
* WeveGotCompany: {{Invoked}} by Falco after the energy field disappears on Bolse.
* WhoAreYou
-->'''Attack Carrier Pilot:''' ''Who are you guys!?''\\
'''Fox:''' We're Star Fox!
* YouOweMe:
** The alternate ending in Katina if you don't kill any {{Red Shirt}}s.
** Katt to Falco at the end of Sector Z, if you succeed.