The update to the 16-bit Super NES title continues the original's on-rails 3D shooting action on the Nintendo 64. Starring Fox McCloud, Peppy Hare, Falco Lombardi, and Slippy Toad, this new 64-bit version contains 15 plus levels, easy, medium, and difficult paths, forward-scrolling levels as well as full 3D realms, and a three-part multiplayer mode using a four-player split screen. In addition to plenty of Arwing action, the game introduces a new hover tank and even features a submarine level. The 8-megabyte cartridge also boasts voice samples from 23 different characters instead of the original's animal noises. Star Fox 64 was the first game to feature Rumble Pak support. A Rumble Pak bundle and standalone version of the game were sold. Released in Europe under the name Lylat Wars.

Mad scientist Andross arises as the emperor of Venom and declares war on the entire Lylat System, starting with Corneria. General Pepper sends in the Star Fox team to protect the key planets of the Lylat System and stop Dr. Andross.