Bacoon was a massive Bio-weapon created by the evil Andross during the events of Starfox 64. It was a giant mutant oyster that was responsible for polluting the water planet of Aquas. Fox McCloud fought and defeated this aquatic menace using the combat sub Blue Marine.

In battle, Bacoon defends itself by spewing clouds of pearl bombs and by spawning serpent mutants from the three siphons on top of its shell. The weak points are the two muscles that hold up the shell. Shoot them until they tense up and turn rainbow colored, then fire a Homing Torpedo to disintegrate it. After both muscles are severed, the top part of the shell falls behind it. Its weakpoint is now its eye, which it fiercely protects by pumping out pearl bombs at full speed. Shoot the eyelid to expose the eye and hit it with a torpedo. Three torpedoes to the eye will kill it.

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