First of all, Starfox 64's graphics are just stunning. Some of the object models may be basic, but their actual design is excellent, the textures are clean and the frame rate stays pretty much at a constant 30 fps, no matter how insane the polygon count gets. There is some pop-up on the space levels, and the submarine stage (Aquas) is way to dark for my liking, but the attention to detail is truly remarkable.
Starfox 64 is a 96 meg cart, and 32 of those megs are dedicated solely to sound. The sound effects are cool enough, but the real reason for this is the vast amount of sampled speech contained on the cart. All 23 characters in the game talk, a lot, and this adds greatly to the dramatic impact of the game. Unfortunately, the music isn't half as impressive, and while Koji Kondo's composition isn't that bad, the sound quality really lets the side down.
Starfox 64's 15 main levels are divided up into two types of gameplay: the traditional 'on rails' levels, and the all new 360 degree 'fly anywhere' levels. As you might expect, the 'on rails' levels play almost identically to the original Starfox, with your vehicle (be it Arwing, tank or submarine) following a pre-determined path through the environment, leaving you free to concentrate on blasting enemies and avoiding obstacles.
The 360 degree levels, however, are a different story. They're like the snow speeder stage from Shadows Of The Empire, only with more enemies. The environmental detail may not be as lavish as the 'on rails' levels, but the arenas are a decent size, and dog fighting with evil CPU controlled characters is exhilarating.
The original Starfox was a very theatrical game, and Starfox 64 continues this tradition in force. Not only are all the real-time cut scenes very cinematic ( see if you can spot the nods to all three Star Wars films), but the premise for several of the later levels are taken directly from contemporary sci-fi movies. Witness the Titania level where you and a squadron of Airwings take on literally hundreds of alien craft while a giant disc shaped mothership maneuvers into firing position over the colony you are defending.
As I mentioned already, Starfox 64 just 'feels' right. By that I mean: all of the various elements of production (graphics, sound, gameplay, level design) have come together perfectly to create a cohesive whole that makes playing Starfox 64 a truly spectacular experience. I got that feeling with the original Starfox five years ago, and I'm getting again now. The first time you play it you'll be in awe, and even after the novelty wears off you'll spend weeks trying to find all the secret pathways and obtain medals on every planet. Even the four player Vs mode works better than you'd expect! As far as I'm concerned, Starfox 64 is up there with Panzer Dragoon Zwei at the pinnacle of 3D shooters, and deserves a place in every N64 owners collection. Besides, what Starfox player can resist the chance to find out what really happened to Fox's father...