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The Bacoon is a gargantuan clam boss monster from Star Fox 64 and [[Star Fox 64 3D]] found on the planet Aquas. It is the only boss in the game that is fought completely underwater with the Blue Marine. Despite the Bacoon's large size, it only has two attacks. One involves launching a trio of giant sea worms from coral growing on the top of its shell. The other attack involves filling the screen with pearls that explode upon making contact with anything. The only way to damage it is by launching torpedoes into its eye. But like any good clam, it must first be pried open before it can be taken care of. This involves shooting loads and loads of torpedoes until the two connective muscles holding its shell together are destroyed.

The official Nintendo player's guide provides conflicting information regarding the Bacoon's history with what is presented in the actual game. The guide describes the Bacoon as an old creature that destroyed the civilization of Aquas by flooding it through a manipulation of exploding starfish and polar ice caps. However, in-game, Fox McCloud and the other characters simply treat the Bacoon as another bioweapon engineered by Andross that has to be destroyed.

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