Super Paper Mario Walkthrough

Is the power of love capable of stopping the destruction of all worlds? Or is it just an old Huey Lewis song? Find out in GameSpot's Super Paper Mario Walkthrough.


Super Paper Mario
By: Matthew Rorie
Design: Randall Montanari

There have been various Mario RPGs on Nintendo systems since the original Super Mario RPG appeared on the SNES way back in 1996. With the advent of the Nintendo 64, though, the Mario RPG series was rechristened as Paper Mario, which featured Mario and his cohorts as flat, 2D entities inhabiting a world with more 3D elements than the previous generation of consoles allowed. The series continued with Paper Mario: The Thousand-Year Door on the Gamecube, and is now again brought forward on a new console, as Super Paper Mario has arrived for the Wii.

Those of you who expected the same type of gameplay as appeared in the previous iterations of Paper Mario, though, are going to be a bit surprised, as Super Paper Mario features gameplay more aligned with that of the old 2D Mario games like Super Mario Bros. or New Super Mario Bros. for the Nintendo DS. No longer are battles turn-based affairs; instead, you’ll have to bop enemies on the head in real-time to defeat them. However, matters are complicated somewhat by Mario’s ability to flip the world into 3D and examine it from a different angle. You also have a wide range of helping tools and weapons to overcome the challenges in front of you.

GameSpot’s Game Guide to Super Paper Mario will feature a complete walkthrough for the game, as well as details on many of the side-quests and alternate tasks that await you. Enjoy!

Characters and Pixls

Playable Characters

You have four characters to work with here, each of which will be familiar to you from the very first Super Mario Bros. game. Each of them are fairly similar in the way that they move, meaning that all of them can bop enemies on the head to defeat them, and each can use any of the Pixls that you come across in the game in the same fashion, but each of them will have their own special features that you’ll find handy at one point or another.


Only Mario is capable of seeing the world behind the world in the 3D plane.
Only Mario is capable of seeing the world behind the world in the 3D plane.

Mario is the first playable character you’ll pick up, and will be the one that you’ll be using for most of the game. Although he doesn’t have the special movement or attack abilities of the other characters, his ability to switch into a 3D view of the world by pressing A will let you find secret areas, bop on hidden enemies, and will often be required for moving forward in the world.

Princess Peach

Peach will be the next character you acquire in your journey. She has the ability to shield herself from attacks by holding down on the D-pad, and can also glide after jumping if you hold down the 2 button. It’s the glide action that you’ll mostly be using her for, though, as there are many gaps in the game that are uncrossable by anyone but Peach. Peach’s drawback is that she’s less capable of making small technical jumps onto small areas without the use of her umbrella.


Bowser's flames are quite powerful when used against the appropriate enemies.
Bowser's flames are quite powerful when used against the appropriate enemies.

Next up is Bowser, king of the Koopas. He’s the most unique character you’re going to come across, in that he’s a fair bit slower than anyone else and a fair bit larger as well. However, his ability to breathe flame is handy to use on many of the simpler enemies in the game, who’ll walk right into it and be turned to toast. It has its weaknesses, too, in that it can’t be aimed at enemies above or below you, but it will still come in handy in some situations. Still, Bowser’s lack of speed will make it difficult for you to keep him active all the time, even if you wanted to.


You won’t get Luigi in your party until fairly late in the game. He can jump a smidgen higher than everyone else in the party by tapping 2, and can press down on the D-Pad to start a superjump that will rocket him upwards to areas completely unreachable by your other party members. Apart from that, he’s a fairly normal guy!


You obtain Pixls as you work your way through Super Paper Mario. Many of them are impossible to miss, as they are required to advance in the game, but some are optional or well-hidden. Every Pixl you find has a different function, all of which are activated with the 1 button.


Your first Pixl is always active and on your screen. Tippi acts as your voice in dialogues when Mario can’t speak, and will help you find hidden items on the screen if you point your Wiimote at it. When you’re stuck and flipping into 3D can’t get you any further, use Tippi to scan around and see what’s out of your view. Tippi can also be aimed at enemies, including bosses, to learn their stats and weaknesses.


You'll typically find these Pixls in large chests, so keep an eye out for them.
You'll typically find these Pixls in large chests, so keep an eye out for them.

Thoreau, the first Pixl you find, is capable of picking up almost anything you see, including enemies. In combat, you can use Thoreau to pick up enemies of almost any size and throw them into each other to deal damage to them. (Keep in mind that spiky enemies will hurt you if you attempt to pick them up with Thoreau, though.) Many bosses will require you to use Thoreau in order to pick items up and throw them at the boss’ weak spots to damage them. In addition, Thoreau can be used to hit switches that you otherwise can’t access.


Boomer is a bomb Pixl. Lay him down, and you’ll be able to blow up the area around him by either pressing 1 again, to have him blow up immediately, or by letting the fuse run down, at which point he’ll automatically blow up. These explosions don’t hurt you, so feel free to let Boomer go off while you’re right on top of him. Boomer is a great Pixl to use on enemies below you, and he’ll be important to use if you plan on getting through either of the Pit of 100 Trials.


You’ll find Slim in the castle of Merlee, an Ancient magician. Slim can let Mario flip sideways, turning him razor thin. If you stand still while you’re slimmed-up, enemies will walk right past you without hurting you. This is a pretty situational ability, which you’ll only really use when you need to get past a moving trap or to fit through a Slim-sized gap; otherwise you won’t be needing to use Slim all that often.


The adorably named Thudley is a weighted Pixl. Pressing 1 while he’s active will cause you to jump up and rocket to the ground. If you press it while you’re in midair, you’ll simply fall straight down. Doing this will deal double damage to anything below you, and can be used to flip switches or jar loose items that are stuck in the background in some specific occasions.


Carrie will mostly be useful for getting around town.
Carrie will mostly be useful for getting around town.

Carrie is probably going to be the least-used of any of the mandatory Pixls that you pick up. When you use her, you’ll jump on her back and be able to glide at a slightly faster pace than you normally would move at. You will be able to coast over spike traps that would otherwise be impassible, but you can count the number of those in the entire game on one hand. She’s best used for speeding around Flipside and Flopside, at least until you manage to nab Dashell.


Fleep is another very situational Pixl. When used, he can flip around an area of the game world, revealing any hidden treasures that lay hidden behind them. There are a few star cracks around the game world that require Fleep to be used on them, and there are plenty of other hidden treasures that you can find by using him after you gain access to the map seller in Flopside B1. Apart from that, though, you can also use Fleep on enemies; they’ll be spun around and dizzified and will begin heading in the opposite direction. That’s most useful on enemies like the big robotic dogs that you see that only have weak spots in the rear.


Cudge is the third major combat Pixl after Thoreau and Boomer. When you use him, you’ll whack the area immediately in front of you with a hammer, causing double damage to anything that was there. You can smash blocks this way, but for the most part, you’ll be using Cudge on enemies, especially slow-moving ones. Enemies that move quickly towards you, or who have ranged attacks, will obviously be tougher to hit with Cudge without being damaged yourself. You can also use Cudge on yellow-faced blocks, but there are only three or four of those in the game.


Dottie is the last of the mandatory Pixls that you’ll get. She can be used to miniaturize yourself, allowing you to sneak past enemies and fit into smaller doorways than you normally would be able to do. After the few puzzles that you use her on, though, you probably won’t be needing to use her for anything other than to access the Itty Bitty Food shops. You can find those hidden behind pools of water in Flopside B1, Flipside B1, and there’s also a couple in Cragtown (Chapter 5–1) and at the base of the big tree in Chapter 3–3. They’ll sell ingredients you can bring to the cook in Flopside to make new recipes with.


Barry is found in the bushes at the beginning of Chapter 3–1, but you won’t be able to recruit him into your party until you’ve defeated the boss in Chapter 3–4. When you do, pop back in through the door to 3–1 and speak to the bush again, and Barry will join up.

When used in combat, Barry will only stay active for a second, but you’ll be invulnerable to most enemy damage while he rotates around you. You’ll also do a bit of damage to anyone that happens to hit you during this time. The whole effect is fairly unreliable, especially against the fast-moving, high-damage enemies that you’ll probably most need it against, so we didn’t wind up using it very often.


If you manage to defeat the end boss of the Flipside Pit of 100 Trials, you’ll receive Dashell as a reward. He makes you go fast. When you hold down the 1 button, you travel around twice as fast as you would normally. This is great when you’re traveling around Flipside and Flopside, but in the wilds of the world, you’ll probably want to stick with other Pixls, as you’ll be traveling fast enough to ram into enemies before you can really see them well enough to stop. This is great for using with Bowser, though.


Piccolo can be found by completing a lengthy quest chain given to you by Merlee, who appears in the Flopside fortuneteller’s house at the beginning of Chapter 5. We’ll cut and paste our walkthrough for the quest here:

If you head to the fortuneteller here in Flopside, Merlee, you can jump over her crystal ball and speak to her from behind it to get a side quest. (If it’s not available yet, just come back later, but try to get it done before chapter seven.) She’ll send you off to speak to Merluvlee, the fortuneteller in Flipside, who in turn will send you to Bestovius, the wizard in the first screen of 1–1. He’ll send you to Watchit in 1–2. He, in turn will send you to Merlumina, who resides at the very end of chapter 1–4, in the screen beyond where Fracktail was. She’ll sign the paper, allowing you to retrun to Watchit, then Bestovius, then Merluvlee, then Merlee herself.

Merlee will give you the Random House Key. Return to Flopside 1st Floor and go into the background to find a locked door. Open it to find Piccolo, a music-making Pixl. You can bring her up to the Flipside 3rd Floor Outskirts and play her near the large block with the music symbol on it to reveal a Merlee Card. There’s another block in the exact same place in the Flopside 3rd Floor Outskirts that holds a Nolrem Card; you can use Piccolo here, as well, even though the block doesn’t have a music symbol on it.

As far as what Piccolo does for your characters in combat, that’s not entirely clear, and we never really bothered to use her all that much to find out.

Other Pixls?

Are there other Pixls hidden away in the game world? We’ll keep exploring and update this section of the guide if we find any.

Side Quests and Activities


Flipside Cooking

Cooking can be accomplishe by bringing items to the chefs on the 1st Floor of Flipside and Flopside. The cook in Flipside will be a destination for you whenever you get done with a chapter, as she can take a single item and (usually) upgrade it with extra power, at no cost to you! Most 10-point healing items can be upgraded into 20-point healing items, while a 20-point healing item, like a Super Shroom Shake, can be converted into a 30-point healer. Ultra Shroom Shakes, which normally heal you for 50 points of damage, can be upgraded for free into Shroom Steaks, which will heal you for a full 70 points of health.

Many non-healing items can be upgraded, as well, including attack items like Ice Blocks and POW Blocks. Typically these change them into edible items that will act in the exact same fashion as the item you had them cooked from, but with a slightly enhanced effect, such as dealing more damage.

Note that Flipside cooking can result in Mistakes, which are items that heal you for only one point of health. There are relatively few ingredients that will result in Mistakes, though, although things like Courage Shells probably shouldn’t have been cooked in the first place. However, if you attempt to cook something twice, then you’ll almost always wind up with a mistake. E.g. the aforementioned Ultra Shroom Shake: cooking it once turns it into a Shroom Steak, but attempting to cook the Shroom Steak will net you a Mistake and completely wipe out your valuable item. Save your game before attempting to cook unfamiliar ingredients!

Flopside Cooking

The Flopside cook is different than the cook in Flipside. She requires you to bring her two items, which she’ll combine into one healing item. The results are kind of hit and miss, honestly; sometimes the two items will only have the properties of one of the items, thus effectively giving you no benefit, and sometimes mixing two items together will produce an item no better than what you would’ve gotten for cooking single items at the Flipside cook. (E.g. a Shroom Cake, which heals you for 30, is made by mixing a Super Shroom Shake and a Cake Mix, but you can make a Roast Shroom Dish which heals for 30 by offering up only the Super Shroom Shake at the Flipside cook.)

You can cook without recipes, but you're more likely to wind up with a Mistake if your ingredients don't match.
You can cook without recipes, but you're more likely to wind up with a Mistake if your ingredients don't match.

That said, there are some pretty decent recipes to be had here. There are a couple of recipes that will let you make a 25-point healing item from ingredients that cost 50 or 55 coins, such as Shroom Pudding (Big Egg + Shroom Shake) and Fruity Hamburger (Power Steak and Keel Mango). (Compare to a Roast Shroom Dish which heals for 30 but which costs 80 coins at the shop in Flopside.) You can also make some decent offensive items, like the Lovely Chocolate (Mild Cocoa Bean and Fire Burst), which temporarily doubles your attack damage, halves all damage you take, and shocks enemies that touch you.

There are also plenty of recipes that simply aren’t worth your time, though, such as recipes that require you to mix two ingredients together for result A, mix another two ingredients for result B, then mix A and B together for result C, which is usually going to be no better than the aforementioned Shroom Pudding or Fruity Hamburger. Luckily, you can browse most of the recipes for yourself by finding the Cooking Disks.

Itty Bits Food Shops

Many recipes will require you to visit the Itty Bits food shops that are scattered around the land; you’ll need the Pixl Dottie to get into the doors. There are Itty Bits shops in B1 Flipside, B1 Flopside, Crag Downtown (5–1), and the base of the giant tree in Chapter 3–3, as well as in Chapter 7-4 on top of one of the buildings near Grambi's Shrine. Here’s a list of what they sell:

  • Itty Bits Flopside: Fresh Pasta Bunch, Power Steak, Smelly Herb
  • Itty Bits Flipside: Cake Mix, Big Egg, Honey Jar
  • Itty Bits Bitlands: Peachy Peach, Fresh Veggie, Horsetail
  • Itty Bits Crag Town: Keel Mango, Mild Cocoa Bean
  • Itty Bits 7-4: Hot Dogs, Hot Sauce

Cooking Disks

There are at least four Cooking Disks to be found in the game world, and there are probably more than we didn’t discover. You can bring these to either of the cooking shops and upload them to the DS machines there to learn a bunch of new recipes and find out where to buy ingredients.

  • Cooking Disk B: Flopside Bar. When you find the Golden Ticket in 3D mode, the cooking disc should be nearby.
  • Cooking Disk R: Found on Fliptown 3F. Go behind gated section from Flipside 2F, use wiimote to find hidden blocks above the platform nearby, and climb up from there.
  • Cooking Disk Y: The old folk’s home in Flopside 1st Floor. Go into 3D to find it.
  • Cooking Disk G: To the east of the Crag downtown area. When you reach the save block, flip into miniature and head through the small crack in the 3D wall there. Head through the pipe and flip into 3D to find the treasure chest.
  • Cooking Disk W: Flopside 3F Outskirts. Use Tippi to reveal the blocks under the pipe in the 2F outskirts, then repeat the process you used to find the Disk R by finding the hidden blocks and such.
  • Cooking Disk PU: Chapter 7-4. After supersizing with a Super Star, check that screen for a pipe in 3D mode. Descend into it, defeat the enemy within, and you'll earn the disc.

Card Collecting

If you’re really of the obsessive-compulsive school, then you may find the game’s card collecting scheme to be up your alley. You’ll find a few cards here and there as you play through the game, and that’s a good thing; every time you collect a card for a monster, you’ll deal double damage to it when you hit it for the rest of the game. Finding two cards for a specific monster will let you quadruple the damage you deal, and so on. These are per monster type, now; a Goomba card won’t let you deal double damage to a Spiked Goomba or a Headbonk Goomba, for instance, only the very specific Goomba enemy.

There are 256 cards to collect in all, although only around 190 or so will be related to enemies or bosses (and you’ll rarely find a boss card before you fight the actual boss). The rest are cards for characters and Pixls, for the most part, with some cards for characters from past Paper Mario games. These cards aren’t required for anything except to complete your set, and can be sold to the Flipside card shop for large amounts of money if you don’t want them.

Note also that, even of the 190 or so cards that are usable when you attack enemies, a lot of these will be cards for "Dark" versions of your foes. E.g. there will be a card for a Goomba, and a card for Dark Goomba. Dark variants of your enemies will only be found in the Flopside Pit of 100 Trials. Having a card for Goomba will only increase your attack power against normal Goombas, not Dark Goombas, in other words.

Obtaining Cards

Cards are going to be hidden all over the game world.
Cards are going to be hidden all over the game world.

You can obtain cards in a few different manners. One is to use Catch Cards on your enemies. Catch Cards are items that, when used, will attempt to convert the nearest enemy on the screen into the corresponding card. Catch Cards only work on relatively weak enemies, while Catch Card SPs will work on most non-boss foes that you face.

Many cards can be found in obscured or hidden treasure chests around the land, as well. For instance, every 10th level of the Flipside or Flopside Pit of 100 Trials will net you a new, rare creature card, mostly for Pixls and other characters. You can also find plenty of cards by engaging in Treasure Map Hunting (as described in another section of this chapter).

Card Shops

There are a few shops that cater to card freaks. The two main ones are on the 1st Floors of Flipside and Flopside, but the former will only be available to you after you obtain the Boomer Pixl. The Flipside card shop will sell you random cards at a bargain price of ten coins, as well as Catch Cards for 20 coins, and will also buy back cards from you for a fair price.

The Flopside card shop, on the other hand, will sell you specific cards at a price determined by the card’s rarity. They’ll also sell you Catch Card SPs at a hefty price of 100 coins per.

Lastly, Flimm in Flipside B1 will occasionally offer up rare cards for sell, but the selection is random.


Besides multiplying your attack bonuses, there aren’t any confirmed rewards for collecting all of the cards in the game. Between buying the cards in the shops and playing the treasure hunt minigame to collect the cards, though, you’re going to have to spend thousands of coins and complete both Pits of 100 Trials to get anywhere close to a complete collection. This one’s for the diehards only.

Arcade Games

You can find the Gamer’s Arcade in Flipside B1, in the rear of the little bar there. Flip to 3D mode to find a golden pipe and head on down for fun and games!

In order to play games in the arcade, you’ll have to trade some coins for tokens, at a 3:1 ratio. You need to pay tokens in order to play the games here, and each game will cost at least 10 tokens, so that’s a good amount to start with. You will earn more tokens as you play the games themselves; for each 10,000 points you score, you’ll earn one token when you finally wind up dying in it. So you need to score at least 100,000 points to break even in most of the games; anything above that will net you extra tokens that are added to your total. You can trade in tokens to the cashier outside the arcade for rewards, including some very expensive HP Plus and Power Plus items that will permanently raise your attack power or health. At 2,500 tokens apiece, they’ll either cost you 7,500 coins apiece or will require you to play a hell of a lot of arcade games.

There are four arcade games in all.

Forget Me Not

Your preview will only last a second, so try to get at least a couple matches out of the way as soon as possible.
Your preview will only last a second, so try to get at least a couple matches out of the way as soon as possible.

A basic game of Memory, played by pointing the Wiimote at the screen and attempting to match up pairs of cards. Except for the fact that the cards move. And more and more of them appear as you proceed through the rounds. Very difficult unless you’re really, really good at quickly memorizing large groups of objects. (You’ll get a glimpse of all the cards at the beginning of each round.)

Mansion Patrol

A frenetic lightgun-esque game that has you pointing your Wiimote at the screen and attempting to shoot at Boos before they reach you and zap you. This gets difficult quickly, so try to get in a really comfortable position for aiming before taking on the ghosts here.

Tilt Island

Arguably the easiest of the games, but also probably the most time-consuming to get a high score in. You have to hold the Wiimote sideways and tilt the ground under Mario’s feet to have him pick up fruits and fruit drinks that fall from the sky while avoiding the falling enemies that will hurt you. You’ll get points for each piece of fruit you nab, with less-common items (like pink shakes) being worth more. You can also get a bonus score if you manage to fill up your bar with all of the same type of fruit, although this is increasingly less realistic the farther along you go in the game.

Hammer Whacker

This is a hidden minigame. To play it, you have to head to the bar in Flopside B1 and go through the rear of it in 3D mode to find the Golden Ticket. Return that to the arcade, and you’ll unlock the new game, which costs 20 tokens to play.

Hammer Whacker requires you to hold the control towards the screen and sharply bring it downward as a Koopa kicks shells at you. You want to wait until the shell gets close to you before whacking it back at the Koopa; the closer it gets, the more points you get for the return. This is a twitch game to end all twitch games, and you’re going to need some great reflexes to make a lot of tokens at it, especially since it costs double the normal token fees.

Pit of 100 Trials

The Basics

The Pit of 100 Trials has made appearances in previous Paper Mario games, but this is the first time they’ve been played out in real-time, and this is also the first time that a Paper Mario game has featured two of them. There’s one each in Flipside and Flopside.

When you enter one of the Pits, you’ll be asked to wander through 100 rooms full of nasties. Each room will have a number of enemies inside of it, as well as a locked door. You have to defeat the enemies one by one until you find the enemy that drops a key, then use that key on the door to move on. You might find the key after killing the first enemy in the room, or you might not find it until you kill the last. It might be on the weakest enemy in the room or the most powerful. It’s all pretty random, but yeah: you need to kill stuff.

Every tenth room will contain a treasure chest with a card in it, as well as a pipe leading back to Flipside or Flopside. If you exit through the pipe, your progress is not saved, and you’ll have to repeat all of the rooms that you went through if you enter the Pit again. Thus, to complete a Pit, you’ll have to go through 99 rooms, then enter the 100th room and defeat the end boss without dying. The whole process will probably take at least an hour, and probably more than that, especially if it’s your first time.

Flipside Pit

Wracktail is annoying the first time you encounter him, but with a bit of practice (and healing), he'll go down for the count.
Wracktail is annoying the first time you encounter him, but with a bit of practice (and healing), he'll go down for the count.

The Flipside Pit of 100 Trials can be found by first flipping into 3D mode outside of Merlon’s house. Head from there to the Flipside 2nd Floor Outskirts, then drop down a pipe to reach the Flipside 1st Floor Outskirts. There’ll be a pipe here covered with blocks, so you’ll need to have the Boomer Pixl to unlock this area. Head through that pipe to reach the Flipside B1 Outskirts, and find another pipe there that leads down to the Flipside B2 Outskirts. There are some blocks you can jump on here; use Tippi and point your remote at the screen to find more blocks that you can jump to. When you reach the set of large blocks above the pipe you came in through, morph to 3D and walk through the passageway. Hit the blue switch here to open the path to the Pit.

The end boss of the Flipside Pit is Wracktail, a more powerful version of Fracktail, the boss you faced at the end of Chapter One. Defeating him will net you the Dashell Pixl, who will let you move more quickly when used. He's tough, however, as the small crawley creatures on his back will deal five damage to you when they run into you, and ten damage when they shoot you with their little bullets. Apart from that, though, this is a fight that's quite winnable.

Flopside Pit

The Flopside Pit is found in the mirror image location of the Flipside Pit, and is reached via the same route as the other one. It won't be accessible until you complete all 100 rooms of the Flipside Pit, however; at that point, a star crack will appear above it, allowing you to use Fleep to flip it and reveal the switch leading inside.

There is, unseen by most, an underworld, a place that is just as real, but not as brightly lit….
There is, unseen by most, an underworld, a place that is just as real, but not as brightly lit….

The Pit here is much the same as the Flipside Pit; kill enemies until one of them drops a key. However, all of the enemies here are Dark enemies. They function exactly the same as their normal counterparts, save for the fact that they all have double health and double their normal attack power. They're also all pitch-black, preventing you from telling what kind of enemy they are at a glance. You can tell from their outline that you're facing a Goomba, for instance, but you won't be able to tell if it's a normal Goomba or one of those Goombas that jumps up and attempts to headbutt you, at least not until you're closer to it.

Flopside is much more difficult than flipside, mostly because you'll be taking twice as much damage as you normally would when you enter it. While skilled players will probably be able to finish it off without too much of a challenge, the rest of us won't want to plunge into its depths without an inventory full of powerful healing items.

One enemy in particular that might confuse you is a large ball that exudes a forcefield that can't be pentrated. To get inside if it's on an upper level, use Fleep to confuse it, then run to it and kill it. There's also another very confusing enemy that spends most of its time in the 3D plane and attempts to use a Dayzee music beam on you when you get close; it'll deal 20 damage to you and put you to sleep! The only way we managed to kill it was to chase it in the 3D plane, nab it with Thoreau, then warp back to 2D world, throw it, and quickly jump on it. You might also try bombing it in the 3D plane.

At the bottom of the pit, you'll face off against Dark versions of Mario, Luigi, Bowser, and Princess Peach. The catch? You have to do the entire thing twice to fight these guys. When you clear the dungeon the first time, a pipe will pop up in Room 100 that will bring you back to Flopside itself. You have to descend through all 100 rooms again in order to finally conquer the dungeon. Laaaaaaame.

General Tips On The Pits

Before you head inside, you’ll want to stock up on healing items from the shop. Catch Cards and such can be stored away at the store; just get yourself some shroom shakes and the like! You will occasionally get item drops from your enemies, so get used to performing the item shuffle. If your inventory is full of high-powered healing items, but you could use the 10-point heal of the Shroom Shake that someone just dropped, run over to it, drop one of your more powerful items, then quickly use the Shroom Shake in the menu and pick up the item you dropped before it fades away. You can also do this for attack items that you don't necessarily want to carry around.

Dropping Boomer on enemies below you will often be the safest way to proceed here.
Dropping Boomer on enemies below you will often be the safest way to proceed here.

Be careful moving up and down while inside the Pits, as sometimes jumping up to a platform above you will result in an enemy falling on your head that you had no opportunity to see. Likewise, try to avoid moving through the pipes that connect the sides of the room unless you have to; sometimes you'll come out at the far end of the screen while an enemy is waiting right in front of it, resulting in unavoidable damage. You can use Mario's 3D powers to flip through walls on the ground floor of these areas, and even get safely to a door if you can see it on the bottom level.

You have a five minute time limit to get through each room, so there's no sense in rushing things. (Although most rooms can be completed in 30 seconds to a minute; our record for getting through a room is a whole three seconds.) While the first few rooms will usually be easy, things obviously get more difficult as the fights go on. Use all of the Pixls at your disposal as needed, but for the most part, your go-to guys will be Thoreau, Boomer, and Cudge. Boomer will likely be the safest choice for most people; try to get up to the top of a room, drop Boomer over ledges at enemies below, and blast them. Repeat as necessary. Don't forget that you can use Fleep to temporarily stun enemies in problematic positions!

Treasure Map Hunting

If you head to the Flopside B1 area and dive into the water in the 3D plane, you’ll find Flamm, who offers to sell you treasure maps. If you buy the maps, you’ll have to find the place depicted and use Fleep on the spot indicated, and a piece of treasure will appear. There are 48 maps in all, each of which will lead you to a different piece of treasure. The maps are in order, though, according to where in the game you’ll find them; they start out in Flipside and Flopside and will then start proceeding through the chapters, starting with Chapter 1–1 and going up from there.

The different maps are of various expenses, with the more expensive maps generally leading to rarer or more valuable items. Many of the rewards are character cards for the card collection, though, so if you’re looking for huge healing items or attack items, you might not be enthused with what you get for your money, although there’s something for everyone by playing the game. Some of the maps will run you over 200 coins apiece, so this is not an inexpensive hobby.

Flamm will only sell you a certain number of maps at a time. If you buy them all, go do something else for a bit and return, and he’ll sell you other maps. Note that the spots you need to use Fleep on are very specific, so a text description of them won’t always suffice. Luckily, though, you won’t usually need the text descriptions, since you have to have the map in order to use Fleep to find the treasure in the spot. Don’t bother going off looking for treasure with Fleep based on the descriptions below, as you won’t find any. You can only find the treasure in a location if you have the map for that location. Still, hopefully this list will be helpful to you, as some of the location pictures are fairly vague, and you’ll also be able to tell what you’re getting before you seek out the treasure locations.

Treasure Maps and Rewards

Map NumberLocationReward
1Flipside 3F. Stand in front of the tower and use Fleep on the tuft of grass near the left side.Gold Bar
2Mirror Hall, between Flipside and Flopside. Leftmost portraitCaught Card?
3Flipside B1. Above Flimm’s position between two windows. Ultra Shroom Shake
4Flipside B1. Small green symbol above entrance to Gamer’s Arcade. Caught Card?
5Flopside 3F. Stand in front of the black tower and hit the tuft of grass. O’Chunks Card
61–1. The glass in front of Bestovius’ house. Bestovius Card
71–2, first screen. Set of hills near the beginning of this screen. Golden Leaf
81–2, Yold town. Go into the house of the Green bridgekeeper and find the green apple symbol. Brobot L–Type Card
91–3. Head to the rightmost red door from the beginning of the chapter, then head right again to find the stone. Gold Bar x3
101–3. Head into the door under the red palm tree, then explore until you find the area with the yellow platforms moving around. Head to the left and through the door there to find the spot. Fracktail Card
111–4. Proceed past where Fracktail attacked you into Merlumina's temple. Merlumina Card
122–1. Very last screen of the subchapter, on the same screen as the Star Block. Shooting Star
132–2. First screen, exterior of the mansion. Catch Card SP
142–2. Interior, the first elevated staircase you find. Near where you first were introduced to Mimi. Gnip Card
152–3. In Mimi's little bank that she runs where you turn in the million Rubees. Mimi Card
162–4. First screen.Gold Bar x3
172–4. Final screen, ladies bathroom, mirror. Dried Shroom
183–1. First screen, head right and stay on the ground until you see the colored blocks in the air. Black Cursya Card.
193–1. First screen, head to the right, drop down between the two red pipes, head right. Ultra Shroom Shake
203–2. Head all the way to the right on the first screen, flip into 3D to reach the pipe, and head right past the first whirling vortex. Big Blooper Card
213–2. Same screen as Map 20, but further to the right. Power Plus
223–3. Head to the third screen here on the upper level of the tree. There's a Lakitu near the small block indicating this spot. Dimentio Card
233–4. Francis’ computer room. Use Fleep on the cabinets just below the Virtual Boy on the shelf. Tiptron Card
243–4. Francis' library/collectibles room. Check the shelves. Francis Card
254–2. Outhouse on first screen. Squirps Card
264–2. Fourth screen by our walkthrough, where the old adventurer sold you the toilet paper. Hooligan Card
274–3. Return to the Twinkly Shop in the third screen here and use Fleep on the trashcan outside.Mr. L Card
284–4. The seventh screen according to our walkthrough; the door is only accessible by jumping to it with peach. Brobot Card
294–4. End boss room, near the statue of Squirps' mom. HP Plus
305–1. Near the large stone platform that you fall down on as you start the level. Muth Card
315–1. Third screen, near the Star Block.Flint Cragley Card
325–2. Second screen, on the tip of the burnt volcano in the background. Fire Burst
335–2. Jump into the volcano by heading into the background via the floating pipe. Ultra Shroom Shake
345–3. Last screen, with the Star Block in it. Shooting Star
355–3. Fourth screen according to our walkthrough, at the end of the rail line. Hornfels & Monzo Card
365–4. Head to the second screen and drop to the bottom in 3D to drop through a pipe. One of the rooms in the maze with two Cursyas will be the location. Poison Shroom
375–4. Hall of paintings just before the end boss fight. King Croacus Card
387–1. First screen. Jaydes Card
397–1. The river screen. The card will float to the bottom of the river when revealed, so try to be right underneath it when you select it. Underhand Card
407–2. Use Bowser to light your way up the couple of tall rooms here, then find the pink door and head through. Trial Stew
417–2. Last screen, with the Star Block in it. The Underchomp Card
427–3. Fourth screen, upper left corner, flip into 3D to find the yellow fruit tree door. Gold Bar x3
437–4. Fifth Screen/Sector 5, to the right of the door leading to Sector 8. Grambi Card
447–4. Sector 8, where the man was lying face down on the cloud and refused to speak to you. Luvbi Card
457–4. Near the end of the chapter, on the white steps leading up to the fight with Bonechill. Bonechill Card
468–1. Screen Five, behind the door above the Mister I's that you need to jump to with Luigi. Nastasia Card
478–3. Proceed to the right until you reach the second screen filled with mirrors; it'll be near the door you enter this screen from. Super Dimentio Card
488–4. Move all the way to the room in which you fight the end boss, and it'll be right near the door. Count Bleck Card

Chapter 1


After the lengthy introductory sequences get over with, you'll regain control of Mario inside Fliptown, a town that exists between dimensions. You have to follow one of the spritely characters, Tippi, that will guide you towards a Heart Pillar, into which you need to place the Pure Heart that you received during the intro sequence. Doing so will open a doorway near Merlon. Head up to him and proceed through the door to get on your way.

1–1: The Adventure Unfolds

You start off in Lineland Road, where Merlon's friend Bestovius lives. You need to find him in order to obtain the dimensional warping technique that will come in handy during your travels. Proceed to the right here, just as you would in any other old Mario game, bopping enemies on the head and smashing golden blocks for coins. You'll earn experience as you kill enemies. After jumping over the large red door that's protected by blocks, you'll come to Bestovius' house.

You're going to be flipping into 3D a lot during the game, so get comfortable with it now.
You're going to be flipping into 3D a lot during the game, so get comfortable with it now.

Enter, then use your remote and point it at the screen to highlight the door that's hidden there. When you spot it, press A to reveal it to the world and press up to go through. When speaking to Bestovius, refuse to pay 10,000 gold, and he'll agree to simply take whatever's in your pockets. In exchange, he'll tell you all about how to flip dimensions: by pressing the A button, you'll be able to move the camera from a 2D position to a 3D one, allowing you to see hidden items and paths and sometimes letting you reach otherwise unreachable areas. Go ahead and use the power now to find some hidden items in Bestovius' room; that'll more than make up for the small amount of gold that you lost to him!

Return to the area outside Bestovius' home and start flipping dimensions to finagle some new fun stuff here. You can see new blocks that can only be viewed from the 3D angle, and you'll also find a new pipe hidden behind one of the other ones. Get on top of the pipe near the wallpaper, flip back to 2D mode, then press down on your D-pad to enter it and find a Shroom Shake. There are some more goodies here (including a very high block above Bestovius' house that you can reach by jumping onto the house itself). When you're ready to move on, move Mario in front of the red door while you're in 3D mode to find the next screen.

Moving On

Keep moving through the screens as they come to you here, flipping between 2D and 3D modes to check out new blocks and new movement paths. There are even some enemies that are only visible in 3D mode, and killing them will of course net you more experience points, which is a good thing. You will eventually come across a large heart enclosed in a large box. Hitting it will end the chapter, but before you do so, flip to 3D and check out the hidden passage behind the wall here. Following it will lead you to a Koopa Troopa card. Handy! Smash the star to move on.

Chapter 1–2: Mount Lineland

First Screen

Nothing too special here, save for the fact that you're now in the mountains. Flip backwards and forth from 2D to 3D as needed here. You'll eventually have to take advantage of the bizarre conveyor belt contraptions that rotate in the sky: simply stand in the first red or blue box, wait for the panel to flip around, and you're on your way. To reach the doorway to the end of the first area, you'll need to flip into 3D mode and plop onto the blue button, which will cause another set of mountains to rise up in the background.

Second Screen

When you reach the set of bricks that cover the chasm here, flip into 3D mode to find an orange block that's obscured from your view in 2D mode. If you get under it and knock it, it'll raise a ladder up into the sky in 2D mode, letting you climb up and reach a cache of around 20 coins. When you attempt to bypass the rolling spikes, flip into 3D mode for the biggest ones and walk around them.

Third Screen

Your passage here is blocked by a chasm. Hop down into the pipe nearby to visit Red, the bridgemaster. He's been stuck in 3D mode for a few days, and wants to return to his 2D world. Simply stand next to him and flip from 3D to 2D to wrench him back into 2D mode himself, and he'll lower the bridge outside. You'll have to answer a question of his, though, with the color "red" being the obvious choice of answer.

Beyond the bridge, you'll come to Yold town. Feel free to talk to the citizenry, buy stuff from the shop, or save your game. You can find a Boomboxer Card on top of the fourth house here by jumping from the blocks in the center of town to the building to the left, then proceeding right from there. In addition, there's a pipe behind that set of blocks that leads to a bunch of coins. Examine them in 3D mode to find even more coins!

This bridge will only be built after you find Thoreau.
This bridge will only be built after you find Thoreau.

Finding Thoreau: When you're ready to move on, speak to the Mayor in the fourth house; he'll tell you that he'll only let you pass if you find a Pixl that's shaped like a hand. Said creature can be found in the third house here: go inside, flip to 3D to find a pipe, go into it, and flip to 3D to avoid the smashers while running to the red door at the end of the area. Go through the door, then use Tippi and point your remote at the screen to find a hidden door. Clicking on A will bring you through to a room where you'll find Thoreau, "the throwing Pixl". He'll let you pick up and throw objects with the 1 key. To escape from the room, grab the red and white block with the 1 button, then throw it at the blue switch while jumping.

With that done, return to the mayor and he'll tell you to speak to Green, the second bridgemaster here. He'll open the gate leading to the third subchapter here.

Chapter 1–3: The Sands of Yold

First Screen

A couple of new enemies to deal with here. If you want to kill the stone creatures, pick them up and throw them at another enemy; two birds with one stone.

Second Screen

There's a long passage off to the right here in 3D mode, but move past it first to get some extra kills and also pick up a Courage Shell. When you have it, walk out onto the spit of land nearby to find a Yold signpost. It'll tell you to jump up and down underneath a red palm tree 10 times. To do so, return back to the first screen, and you'll find the tree far to the left. Jump up and down 10 times to reveal a door.

Third Screen

Move to the right until you reach a set of broken conveyors. To activate them, jump up in 2D mode on top of the blocks above the blue switch, then drop down and hit 1 to hit the switch with Thoreau. There's also a pipe above the final door here; to reach it, jump atop the save block, switch to 3D, jump to the left, then switch back to 2D and jump along to the pipe. Inside, you can find some hidden blocks by flipping.

Fourth Screen: O'Chunks Boss Fight

O'Chunks will fight you on this screen. He's not overly difficult, although he can be annoying, especially when he grabs you and throws you around the screen. Most of his attacks will only deal one damage, though, and you should have plenty of restorative items, so feel free to use them if you take too much damage.

This isn't going to be the last time you fight O'Chunks….
This isn't going to be the last time you fight O'Chunks….

O'Chunks has a few key attacks that he uses here. Included are a slow-moving charge attack, which is easy to counter by jumping on his head; a jumping attack, which should be avoided; and the aforementioned throwing attack, which can come whether or not Mario is on the ground or in the air. The throw will send Mario careening off of the walls and take control of him out of your hands for a few seconds, which is pretty frustrating, but not anything overly deadly.

If you want to knock O'Chunks out, you'll need to deal around 20 damage to him, which probably equates to ten hits or so by this point in the game. You can easily jump on him when he puts his shoulders down and charges, and you can also probably jump onto him just after he completes a jumping attack, although the timing can be tricky. You can also use Thoreau to grab O'Chunks, throw him, then jump onto his head for extra damage. Lastly, you may have picked up a damaging item or two in your travels. Using one now may be a good idea.

Fifth Screen: Two Paths

You have two red doors to travel through here: one to the east and one to the west. Head to the west first and pass through that door. If you examine the pillar while in 3D mode, it will tell you to press minus and 1 at the same time while standing on a distant blue platform. Said platform can be found if you go back to the fifth screen and travel to the east. You'll find another door there; the blue platform is beyond. Jump onto it, press the minus and 1 keys at the same time, and the Star Block will be revealed.

Chapter 1–4: Monster of the Ruins

Your goal now is to surpass the ruins and find the Pure Heart that lies at the end of it. There are a number of locked doors in the dungeons, but we’ll try to get you past all of them….

First Screen

Nothing to see here. Bonk the enemy and head through the door.

Second Screen

The buzzy beetles here can be kicked into other enemies to gain experience. If you don’t have anything to kick or throw them into, knock them into the sand to finish them off. Before going through the red door, explore the upper reaches of the room; to the left are a couple of enemies, one of them in the 3D plane, while to the right you’ll find a handy Life Shroom item in a chest. With those in hand, head through the door.

Third Screen

Big firesticks will block your passage here, but they’re easily dodged by entering 3D mode. There’s a locked door here, as well as an elevated red door at the end of the hall. To go into the elevated door, flip into 3D mode and hit the two blocks there to get them into the 2D plane. That will let you jump up and enter the red door here.

Fourth Screen

A couple of rolling spike enemies are here. Again, easily avoided in 3D mode. Grab the Ruins Key in the chest atop the platform here and return to the third screen to open the locked door there.

Fifth Screen

Go ahead and save your game here, then jump across the sand pit. You can jump into the sand and hit the blocks here for coins, if you like. There are a couple of spike rollers and a squig here. Avoid or kill the enemies and jump up to the uppermost door.

Sixth Screen

Use Thoreau to grab this key.
Use Thoreau to grab this key.

The only features here are an upside down pipe and a blue switch. The pipe will begin throwing pink squigs at you as you hit the bottom of the room; grab one with Thoreau and throw it at the blue switch to hit it. That will reshuffle some of the features on the fifth screen. Note that these squigs are apparently infinite in number, and allow you gain experience from them, so if you want to level up a bit (albeit slowly), this might be a good place to stick around. The squigs will occasionally drop items, as well.

Fifth Screen

Return to the fifth screen here and jump back to the sand pit. There’ll be a Ruins Key here; use Thoreau to grab it, then unlock the door to move on.

Seventh Screen

Another elevated door, and nothing to hit! Use Tippi’s abilities and point at the screen to find a hidden platform underneath the door. That will allow you to open it up and move on.

Eighth Screen

Move to the right here and flip to 3D to find a passage to a small hidden alcove, where you’ll find a Buzzy Beetle Card in a chest. Return to the main doors and proceed to the left to find another Ruins Key. Flip into 3D mode and jump up the stairs hidden in the wall to grab it.

Ninth Screen

Not much to see here save a springboard near the entrance. Hop up to the left, flip into 3D to find a ladder, then climb that and jump onto the blue switch here. That’ll cause an eruption of roller enemies to appear. Hop up onto the red switch to send them all down below the elevated red door, then drop down and go through the door to move on.

Tenth Screen

Four blocks to hit here. In order to hit them in the correct order, flip to 3D mode and check them out from that angle. The correct order is middle-right, leftmost, rightmost, middle-left. Stairs will raise here, leading you to a save point and a full heal. Get ready for a fight!

Boss Fight: Fracktail

When you leave your pipe and head to the right, you’ll run into Fracktail, a huge robotic dragon. Unfortunately, he’ll be zapped by Dimentio, one of Bleck’s cronies, and forced to fight you. You have to defeat him to retrieve the Pure Heart, so get cracking!

When Fracktail does attack you, it’ll initially be on the 2D plane. Avoid it by running in either direction as he comes toward you. When that’s done, he’ll zoom over your head moving from left to right. After he’s off the screen, flip to 3D view to see him charging at you from that angle. Dodge his head by moving off to the left or right, then jump onto his back to shift to the next part of the fight.

After you climb onto Fracktail’s back, you’ll be shifted up into the air. Start moving to the left here, towards Frack’s antenna. When you reach it, use Thoreau to grab some of the smaller defensive creatures that crawl around on Fracktail’s back, then jump up and throw them at the bulb on the end of the antenna.

If you’ve reached level five by now, three attacks should enrage Fracktail, causing him to spin. He’ll rear up and attempt to slide you off the end of his tail. You can’t avoid falling off the tail, but if you jump up just before you slide off completely, you can glide over to the right and wind up falling on Fracktail’s head again, letting you resume your attacks on the antenna.

If you do wind up falling off, simply repeat the process of dodging his attacks until he comes at you from the 3D angle, then jump back up on his back and start attacking his antenna again. Eventually he’ll go down, after you deal around 27 points of damage to him.


When you defeat Fracktail, head through the door that opens and speak to the Ancient within. Feel free to click through her dialogue as quickly as you like; she doesn’t have much of import to tell you. When she’s done, she’ll give you another Pure Heart, and you’ll be able to return to Fliptown.

Chapter 2

Interlude: Princess Peach

When you take control of Princess Peach, take note of her special movement ability; when you jump with her, you can press 2 again in midair to float.

Now, despite the illusion of free will, there’s only one path to take here. Exit through the door, watch the scene where the captain gets brainwashed, then drop down and to the left and go through the door here. The next screen will feature two doors, but the Koopa will prevent you from traveling through the lowest one. Head through the one in the middle and proceed to the left to start a final cutscene before Chapter 2 begins.

Interlude: Flipside

With the Pure Heart in tow, return to Flipside and head down the elevator to meet up with Merlon. After speaking in his house, news of raining girls will come. Exit the house and use the rightmost elevator on this screen to reach the 3rd Floor of Flipside, where Princess Peach has fallen. Merlon will tell you to get something spicy from the food shop on the 1st Floor. Before heading down that way, buy a Fire Burst at the item shop on the 2nd Floor, if you don’t already have one in your inventory. With that done, go to the 1st Floor and give the Fire Burst to Saffron in the restaurant there. She’ll give you a Spicy Soup. With that in hand, return to the 3rd Floor and give it to Peach.

With Peach revived, she’ll join your party, and Merlon will give you an Old Key to help you find the next Heart Pillar somewhere in Flipside. This is a fine time to explore Flipside again, with the added bonus of being able to flip into 3D mode. Each of the floors has a secret area, but for the moment, you can only get into the area on the 2nd Floor, which is indeed near Merlon’s house. Head through there, then find the path leading off to the right in 3D mode. There are some impenetrable exits from this location, but eventually you will find a pipe leading to the 1F Outskirts.

1st Floor Outskirts

Make your way off to the left a bit and flip to 3D to find a passage off to the right. That will lead you to a set of floating blocks. Flip to 3D at the left edge of the area, jump up to the sign there, then switch your character to Princess Peach in the menu and have her jump and float off to the right until you reach the Heart Pillar. Throw the Pure Heart into it to open the door leading to the next chapter! Feel free to use the Return Pipe from here to warp right back to the doorways.

Chapter 2–1: Bogging To Merlee’s

First Screen

Head left, switching to Peach when needed to coast across the water. When you spot a green platform above you, too high to reach with jumping, flip to 3D and flip the switch blocks there to reach it. Jump from there to the green pipe above the exit door. Killing the enemies here will net you a Door Key. That’ll let you unlock the door in the valley and move on.

Second Screen

Proceed to the right here. Feel free to go into the middle door here; the gentleman inside will speak to you in different ways if you’re Mario or Peach. Use the conveyor to get up to the top of the right side of the actual second screen, though, then use Peach to float along the platforms until you reach the pipe. Going into that, then jumping along the background, will lead you to a blue button; press it to make another door appear.

Third Screen

Morph into huge Mario (or huge Peach!) and crush everything in your way. There’s nothing hidden here in 3D mode, so feel free to save your game and move on at the end.

Fourth Screen

A few ways to go here. If you grab the time-slowing flower near the entrance, you can hop into the water and smash the bugs for extra experience, or jump up to the platform above you, flip to 3D to see a switchblock, smash it, then flip to 2D and jump up to the highest platform here for an extra dose of coins.

Boomer's going to be a handy ally for a long time to come.
Boomer's going to be a handy ally for a long time to come.

There’s a green pipe in the middle of this area. Go down into it, then use Tippi to find a hidden blue block. Jump into it and head down into the pipe that’s revealed, where a Growmeba is dwelling. Grab the growmeba clones with Thoreau and throw them into each other to kill them off. When you do, you’ll be able to nab Boomer out of a treasure chest here. This Pixl can be used to blow stuff up real goodlike. For instance, pressing 1 while standing in front of the crack in the wall, then pressing 1 again to detonate Boomer, will lead you to a Watchit card.

Return to the upper level here and move to the right, using Boomer to destroy the blocks that obscure your path. There are four doors up here. Head into the third door from the right first off, and use Boomer to blast through the floor to allow you to drop down and collect your coins. With that done, move over to the fourth door from the right and drop down to flip the blue switch here. That’ll open up a new door that will lead to the next screen.

Fifth Screen

Flip to 3D mode here and drop down into the hole in the middle of the area. That’ll lead you to chests with Shlurp and Swooper Cards. With that done, spring back up to the top of the area and hit the Star Block to move on.

Chapter 2–2: Tricks, Treats, Traps

First Screen

Use 3D mode to find a coin block in the garden near Marlee’s house. On the opposite side of the house, jumping into the air while standing on the block on the ground will cause a ladder to grow. You can jump from the top of the ladder onto the top of the house to find a Stop Watch.

Second Screen

Sit, Ubu, sit! Good dog.
Sit, Ubu, sit! Good dog.

The big dogs here can’t hurt you, but they will deposit you outside the mansion if they catch you. Jump over them and ignore the blue ball that’s in your path. Flip to 3D to spot the doorway leading on.

Third Screen

You’ll meet Mimi here, Merlee’s handmaid. She’ll tell you that Merlee is in the farthest room on the second floor here, but warns you not to try any other doors. Indeed, most of them have traps in them. Feel free to explore if you like. If you happen to fall into trap pits, kill the enemies within, then drop Boomer atop the red switches and run across to the left side of the room. Detonate Boomer to cause the pipe to appear, then quickly move into it before it disappears.

When you enter the uppermost room on the right side of the screen, find the green switch there and flip it to bring spikes down onto your head. Just before they hit you, enter 3D mode and jump up onto the roof of the spikes. When they retract into the ceiling, you’ll be able to use 3D and 2D modes to get to a treasure chest containing a House Key. Return to the screen with Mimi on it, and avoid the large dog in the bottom right corner of the screen to unlock the door. (The dog will usually walk away from you if you look at it.)

Fourth Screen

Hit the Star Block here to end the chapter!

Chapter 2-3: Breaking The Bank

First Screen

Break the vase atop the block in front of you here, and Mimi will charge you 1,000,000 Rubees to pay it back. If only Link were here….

Anyway, this is another screen with plenty of doors. The lower right door will let you check your debt. The door on the middle floor, to the left, will let you buy suspicious Mushrooms when you earn some Rubees. (There’s also a hidden chamber on the middle floor that you can find in 3D mode; entering it with Boomer will earn you a Boo Card.) On the third floor, there’s the generator room on the right, the locked VIP room in the middle, and another lounge area for the debt prisoners on the left.

Rubees In The Hand

First off, head into the generator room on the uppermost floor and speak to the slavedriver on the right side of the room. He’ll let you earn Rubees if you stand under an untaken block and start jumping into it. Go ahead and stand under the block nearest him and start hopping! After jumping 100 times, return to the taskmaster and retrieve your Rubees.

With Rubees in hand, head down to the middle level here and enter the mushroom room. Speak to the prisoner near the door and give him your 100 Rubees; he’ll give you the code to the VIP room. (It’s 5963, so you may be able to skip working in the generator room.) With the code in your possession, use it on the keypad near the middle upper door and start working in there. Basically, all you need to do here is move to the right while standing in the gerbil wheel in front of you, and you’ll rack up Rubees at a much faster rate than you would in the generator room.

And then she kisssed meeeeee….
And then she kisssed meeeeee….

Earn 10,000 Rubees (it’ll take a few minutes, so just hold down the controller and browse the web or something), then enter the upper-left lounge room for the prisoners. Flip to 3D mode to find one of them that’ll sell you primo info for 10,000 Rubees. He’ll give you a number: 41262816.

One Hundred Billion Rubees

With the number in hand, return down to the mushroom room, but don’t go in. Instead, flip to 3D and examine the large chest nearby. That will give you the Slim Pixl, who can let you avoid traps by turning sideways. With him, head back to the upper loung and flip to 3D again. There’s a block by the door here; bump it to raise a ladder, and head on up. Use Slim to bypass the electrical fields here; just flip to your slim mode when one approaches, and stand still until it moves on. When you reach the safe beyond the fields, use the code 41262816 to open it and retrieve a million Rubees.

With those Rubees, you can return to Mimi’s room in the lower right corner of this screen and pay off your debt. Doing so will reveal the Star Block. Use Slim to slide through the bars of the safe that it’s in and hit the block to move on.

Chapter 2–4: Rumble In the Basement

There’s a Mushroom below the steps here; warp into 3D mode to get it. The two doors here lead into further rooms, but they’re actually connected, and you’ll be able to move between the two passages as you like. Generally speaking, the rightmost door in a room will lead you onwards. The Mister I in Room Four can be killed by shifting into 3D mode and running around him rapidly.

Eventually, after wandering through four or five rooms, you’ll come to a larger pink room. Shift to 3D mode, then jump atop the shifting blocks and hit the upper most blocks first, then drop to the floor and the hit the blocks below. That will let you jump up to where Merlee awaits you. Or…is it? This is a fake Merlee, so refuse to sign any of her contracts, and she’ll eventually morph into a spiderous version of Mimi.

The Chase

Move into the doorway behind Mimi and use Slim to fall into the small gap in the floor. That will bring you out to Room 6. Avoid the Curseya here; jumping on it will hit you with a Slowing curse that will make it difficult to make the jumps required to move on. If you do get cursed, just run around for a bit to get the curse to wear off, or use a de-cursing item to get rid of the curse.

Atomic Boos are remnants of American nuclear testing in the Pacific Ocean.
Atomic Boos are remnants of American nuclear testing in the Pacific Ocean.

The two doors in the upper portion of the room here lead to rooms 7 and 8. You can use Boomer in both of these rooms to reveal secret passages; the secret passage in Room 7 will lead you to Room 9. Flip to 3D there and hit the switch blocks leading to the door in the upper left corner, which will lead to a room with an Atomic Boo in it. You can kill it by getting behind it, facing it, and jumping atop it. Use Tippi to reveal the hidden steps leading up to the next doorway here. There’ll be a save spot and a healing shroom here. You know what’s about to hit.

You can head into either the men’s room or the ladie’s room here. The men’s room is empty, although you can flip into 3D mode and go into the stalls to read the graffiti. You’ll find Merlee in the ladies’ room…inside a toilet. Before long, Merlee and Mimi will force you to participate in a game show to decide which of the two is the real Merlee. Whichever way you choose (the real Merlee is on the left), you’ll wind up fighting off Mimi.

Boss Fight: Mimi

Mimi’s not going to be too difficult here, since she can only attack for one damage at a time. She’ll come at you in her spider form. At the outset, you can use Thoreau to pick up the Rubees she drops and throw them back at her. She’ll be easiest to hit when she’s on the ceiling, but with a little practice you’ll be able to nail her when she’s crawling around on the ground, as well.

After a few blows from the Rubees, Mimi will be affected by Merlee’s chant, and you’ll be able to jump on her head to damage her, in addition to throwing Rubees. Repeat this process twice, and one of her legs will fall off. After one of her legs is shed, she’ll start with a new attack that causes a wave of Rubees to come your way; it’s relatively easy to jump over. It can be difficult to jump directly onto Mimi’s head while she’s walking around, so feel free to keep throwing Rubees at her, then jumping when she gets stunned. After all of her legs are shed, you’ll win the match, and you’ll receive a new Pure Heart for your efforts.

Chapter 3


Luigi In The Shadow Castle

Not much to do here. Simply keep moving to your left, and eventually you’ll be caught by the brainwashed forces of Bleck.

Back to Flipside

Now that you have Boomer, you can explore Flipside a bit more. If you bust through the cracked wall on Flipside’s 1st Floor, you can find a couple of new buildings, including a handy card shop, which for ten coins will sell you a random creature card. Don’t forget that these double your attack power against certain creatures. You can find cards for creatures in upcoming chapters at the card shop, since the cards are random, so you may want to spend some coins here, especially if you haven’t been buying items.

The elevator from 1st Floor to Flipside B1 is working now. You can talk to Garson, the bartender in the bar here, for some gameplay tips. You can also visit the arcade by walking through the right wall of the bar. You can also flip into 3D mode near the elevator to find an InterNed card. You may also want to drop into the water here and swim along until you meet Flimm, a salesman with a rotating stock of rare items. You can also bust open a pipe in the Flipside 2F section that will lead you to the Flipside 3F section that’s blocked off by a fence. Standing on the leftmost block here and searching the screen with Tippi will let you find a path of blocks that will lead you up to a cooking recipe disk.

Welderburg will build pipes for you…at a price.
Welderburg will build pipes for you…at a price.

When you want to move on, head outside of Merlon’s house and flip, and start retracing your steps that you took to reach the second Heart Pillar. After crossing the small 3D ledge leading off to the right, then descending into the green pipe, you’ll be moving from Flipside 2nd Floor Outskirts to Flipside 1st Floor Outskirts. (You can drop down into one of the holes here to find a Merlon Card and a Merluvlee Card.) Find the pipe here with blocks on top of it, blast them with Boomer, then drop down. There are Tech enemies here that are resistant to jumping attacks, so try to nail them with Boomber bombs as they jump around. When you reach the wall at the right side of this area, use Slim to slim yourself down and maneuver through the wall to reach the Heart Pillar. Throw the Pure Heart in there, and you’ll open the doorway leading on to Chapter 3.

(Note that the pipe in this area will let you reach the first Pit of 100 Trials, if you wish to try it on for size at this point. See our chapter on that challenge for more information.)

Chapter 3–1: When Geeks Attack

First Screen

As soon as you enter this world, Tippi will be kidnapped by a geek named Francis. Your goal now is to rescue her! Proceed along the path here until you come to a small gap with a tall pipe nearby. Jump across the gap and shift into 3D to hit the shiftblock there. Jump onto it and jump onto the pipe and hit the block to go up to a red door.

Oh, the pain. The pure, unadulterated pain.
Oh, the pain. The pure, unadulterated pain.

Now, that door will lead you on to the second screen, so before you take it, continue on to the right a bit. If you do so, you can find a Piranha Plant card up in the air (jump onto the blue figure in 3D mode and jump from there) as well as an Ice Storm and a Thunder Rage in the pipes.

Lastly, after heading up to the red door, but before going through it, use Peach and jump off to the right. You should be able to glide down to a floating platform with a green pipe on it. Head down the pipe to reach a level that’s something of an homage to the original Super Mario Bros. The second pipe here will lead you to the final confrontation at Bowser’s Castle, but the third pipe here will lead you to a room with a Magikoopa Card.

At this point, you have a number of options. If you just want to move on, take the second of the three small pipes to lead you to Bowser’s castle. If you want to go through the red door, feel free to do so; that path will lead you to a couple of bonus screens where you’ll able to supersize yourself and nab a couple of special items, including a Capture Card SP. At the end of that path, you’ll get a sign that tells you to fall down in between the red pipes, referring to the two red pipes on the first screen here. If you do so, you’ll wind up back in the Super Mario Bros. homage level. You can drop down into the green pipes here to find another Capture Card SP, but eventually you’ll wind up back at the three green pipes option. Take the middle one, again, to hit up Bowser’s Castle.

Bowser’s Castle

It's funny how Bowser usually winds up being the most likable character in these games.
It's funny how Bowser usually winds up being the most likable character in these games.

Proceed to the right until you come to Bowser’s castle. Smash the red mark on it with Boomer, and Bowser himself will come down to fight you. This isn’t much of a boss fight, since all Bowser will really do is jump around and try to breathe flames at you. Lay down Boomer and detonate it when Bowser gets near, while simultaneously moving underneath him when he

Chapter 3–2: Bloops Ahoy

First Screen

You can use Bowser’s flame breath to kill the enemies here, or use Thoreau to throw them into each other. You can flip into 3D to avoid the whirlpool effect in the middle of this area, then use it again to reach the pipe at the end.

Second Screen

If you go to the far right end of this screen, you’ll see a diagram that displays six posts in an up, down, down, up, down, up configuration. Return to the middle of the screen and head up there to reach the green pipe there. That will lead you on through a couple of passages to reach the next red door.

Third Screen

Kill all of the enemies here by throwing them around with Thoreau or by firebreathing on them to reveal a chest. The next Pixl, Thudley, resides here. Jump over the post here and press 1 while he’s on your side to pound into the post and unlock the door. Return to the first screen, near the save point, and find the six posts in the ground there. Pound the second, third, and fifth posts into the ground. That’ll open the door leading on.

Fourth Screen

You have a big boss fight here, as a giant octopus enemy will attack you. It’ll trap you into a small section of the level and prevent you from leaving, while it also attempts to spear you with its spikes from below. Switch to Bowser here and breath fire on the red spike when it appears. Hitting it three times will cause the octopus to disappear, letting you end the chapter.

Chapter 3–3: Up, Up, and a Tree

First Screen

Start scaling the tree here, using Mario’s 3D view to find some shiftblocks when your path apparently ends. Princess Peach will be required for some floaty jumps, and you’ll need to use Thudley to throw a switch eventually. When you reach the top of the golden pipe, head down and use Mario’s 3D view to get a cache of coins. Eventually you’ll reach the top of the tree. Use Bowser’s flame breath to burn the bark off the door and move on.

Second Screen

Ride the platform here and head into the pipe neaby. That’ll take you up to a save block and a switch. Hit the switch so that it turns pink and return through the pipe to return to where you were before. You’ll need to ascend the shaft here, periodically flipping switches and/or backtracking to ensure that you have a proper path to move on.

After using Thudley to stomp the post, climb down the ladder and flip the switch to open a passage on. Eventually you will reach an area that simply can’t be jumped beyond; use Mario’s 3D view to find a hidden pipe and move through that. You’ll need to use Slim to get through the spikes here; run into the spikefield, stand still when they pop up, then continue when they retract. Flip the switch at the end and return through the pipe.

After jumping up from here, use Boomer to flip the switch in the small gap nearby. After the pink platform appears, drop another Boomer into the gap, then jump across to the upper right before detonating it. That will cause the platforms to switch again, letting you climb up to the moving platforms. The lower right pipe here will lead you to a Peach (2) card if you kill the enemies within, while the upper left one will lead to another switch.

To get to the switch here, use Slim to ride the platform, then drop down to the switch and lay down Boomer before jumping back up. Escape the room and move back to the main shaft and use Peach to jump across to the right. Use Mario’s 3D to get you up to the last platform, then hit the blue switch to cause a door to appear. Use Thoreau to break the block here for a major heal before dropping down the shaft and heading through the door.

Third Screen

Dimentio? Sounds like a Daredevil supervillian.
Dimentio? Sounds like a Daredevil supervillian.

Dimentio will attack you here. He’s nothing to worry about, and is in fact fairly easy to kill. He has two attacks: a straightforward magical beam and a series of magical boxes that will appear and roast you if you’re caught inside. The first can be avoided by dodging, while the second can be dodged by moving just quickly enough (i.e. slower than you normally would) towards one edge of the screen. While this is going on, try to jump onto Dimentio’s head when he’s close to the ground; after hitting him five or six times, he’ll warp away, letting you continue on your path upward.

With Dimentio out of the way, scale to the top of the tree here. The red breezes that pass by are actually solid, so jump onto one of them and ride it over to a pipe to your right. That will lead you to the Star Block

Chapter 3–4: The Battle of Fort Francis

First Screen

Head to the right and find the hidden pipe here and head down. Use Thoreau to grab the block here and throw it at the switch to obtain a Fort Francis Key. With that, head into the castle itself.

Castle Interior

Start heading to the right here, ignoring the many butlerbots that get in your way. You can talk to them if you like. After moving past the large locked door where Francis and Tippi are waiting for you, head into the next door and flip into 3D mode to jump up the stairs.

Start moving to the left now until you find a pair of doors hanging in the air. You can use Thudley to bring them down to the ground. The one in the middle of this room leads to a currently impassable spike trap, so head to the left and knock down the door near the left wall. Inside the door, you’ll need to use Mario to get into 3D to see a platform, jump to it, then use Peach to jump across the room before Marioing your way up the 3D stairs again.

Castle Ramparts

Outside of Francis' Castle, these spiketraps almost never make an appearance.
Outside of Francis' Castle, these spiketraps almost never make an appearance.

Hit the blue block here, either by jumping into it with Bowser or by Thoreauing one of the flying security bots into it. After the bridge extends, head into the room there to speak to Francis’ majordomo. You won’t be able to get past it, and will be dropped into the dungeon. Kill the chain chomp here by jumping on it, then grab the block with Thoreau and stand on the red button to open the pipe leading on.

In the next long room, you can travel to the left to find a pipe that will return you to the first screen of the castle. Otherwise, bounce the switchblock to your right and morph into 3D to jump over the spike trap. The sign here will tell you two codes: 2323 for the room on the right, and 2828 for the room on the left. Which rooms does this refer to? We’ll have to keep exploring to find out.

Move off to the right here and use Thudley on the large blue block to find Carrie, another Pixl. Tell her that Francis is a geeky geek, and she’ll join you. With her along for the ride, you can hop on her and glide across spike traps.

The Two Rooms

Now, use the pipe far to the left and return back to where you used Thudley to bring down the two doorways. You can go through either one that you want now that you have the codes. The door on the right (the middle door) has the spike trap you were unable to pass through before. If you head across it, you’ll find another majordomo. Use the 2323 code (after answering "true" to all of the questions) on it to access the "super-secret lair". Head inside and jump onto the maidbot here to reach the platform where the Fort Key is located.

Now, return to the Castle Ramparts and speak to the other majordomo. Use the 2828 code here to gain another Fort Key. With both of them in your possession, return to the main hall and use them on the large door there. Only Peach will be able to get through the door, though, so be sure she’s your active character here.

Boss Fight: Francis The Nerd

Old Francis here ain’t so bad. He can turn invisible at will and will normally only be attackable when he phases into sight for a split-second or so. He has three main attacks: a camera attack that temporarily blinds you (but seems to deal no damage); a tongue-snatch where he’ll swallow you (shake the controller up and down to escape); and a summoning attack where three bombs will come at you from the ceiling and crawl along the floor.

Thoreau is going to be your Pixl of choice here. You have two primary ways of damaging Francis here, but the most common will be to grab one of the bombs as it crawls along on the floor and throw it at Francis just as he phases into sight. It can be tricky to land the bomb on him, since you can’t tell where Francis will phase in (generally he’ll phase in on your left, then your right, and repeat that pattern, especially if you wait in the middle of the room), and because the bombs themselves will go off when you get too close to them. You want to have them crawling around on the ground, approach them from the side, and grab them to you with Thoreau before they start flashing red.

If there are bombs on the ground, pick up Francis and throw him at them.
If there are bombs on the ground, pick up Francis and throw him at them.

When Francis does flash in, he will either quickly shoot off his camera, which will leave you with too little time to react, normally, or attack you with his tongue, or attempt to summon more bombs. Thus, when you see him coming back into view, jump up a bit to avoid the tongue and throw the bomb at him. If you manage to hit him before he starts phasing out again, you’ll deal damage.

Secondly, you can also use Thoreau to pick up Francis himself. If you can do so quickly enough, you can pick up Francis and throw him at any bombs on the ground to damage him that way.

After dealing enough damage to Francis, you’ll rescue Tippi and will nab another Pure Heart.

Chapter 4


When you get back to Flipside, head back to the doorway leading to Chapter 3 and go through to 3-1. Speaking to the bush here at the beginning of the stage will net you Barry, an invulnerability Pixl. He’s not as useful as he sounds, honestly.

Before you can move on to the next chapter, you have to find a receptacle for your Pure Heart. Do so by heading to Merlon’s house, flipping into 3D, then walking out to the outskirts of that floor. If you walk to the left there, you’ll find a few posts. You can gauge whether or not they need to be up or down by looking at them in 3D mode; the pattern is down, up, down, up, down. (Using Thudley on a post that’s already sunk into the ground will raise it up.) Performing this pattern will raise up a Heart Pillar, letting you deposit the heart.

Chapter 4–1: Into Outer Space

Unfortunately, when you enter this area, you wind up in the airless void of space, unable to breathe. Return to Merlon, who tells you that he recently gave away a faux space helmet to a child in town. Said child is up on Flipside 3rd Floor. Speak to him to nab the fishbowl, then take it down to Flipside B1 to find a pool of water. Release the fish into the water to nab the space helmet, then return to the door and proceed on into space.

First Screen

Move around in the void of space, proceeding mostly down and to the right. You’ll eventually start seeing SOS signs moving around. Follow them to their source and use Tippi to reveal a spaceship. Inside you’ll find Squirps, a space captain. Agree to join up with him, and he’ll warp you to another area of space. You can start to move off to the right at this point, using Squirps to zap anything in your way.


Keep moving to the right until you find an area with circular, electrical enemies. There’s a Capture Card SP hidden behind an asteroid here. You can’t move too far to the right, though, so head back to the left past the black hole that got you here and keep moving on to the left. Eventually you’ll wind up in a right-moving area with all of the enemy types that you’ve seen thus far. Move to the right until you spot a tiny black hole in the background. When you do, morph into 3D view and find the black hole hidden behind an asteroid here. Get behind the asteroid to move into the background, where you can ride a pipe to a 3D coin room.

With that done, return to the galaxy stage and head to the right to find the Star Block.

Chapter 4–2: A Tiny Planet

Squips all of a sudden has to go to the bathroom very badly, so he’ll run off to an outhouse nearby. Unfortunately, it’s occupied, and the person inside wants you to bring them a sheet of toilet paper before she can come out. Nice.

Proceed to the right here, dropping down into the pits as you come to them. One will contain a locked red door, and another will have a 3D-hidden Mega Shroom Shake, which will heal you up for 50 points of damage when used. Farther to the right, there’s a red door that’s obscured by blocks; destroy them all with Thudley or Boomer to clear the door out and move on.

Second Screen

Save your game if you like, then jump up and use 3D view to find out where you should use Slim to head through the wall. Head to the right, and when you spot the green door, go into it and speak to the resident. There’s an invisible ? block here with a 10-point health boost.

Leave the house and continue to the right, using 3D view to find another path. When you get the Mario clones from the block here, jump on top of the hills to find a pipe leading to a coin room.

The first red door here will lead to another green house, this time with a hidden coin block in it. The red door that you really want, though, is at the far right end of this screen, so get to it and head through.

Third Screen

You should see two ? blocks as soon as you enter this screen. This is another simple super-size level, although you can find a 20-point heal if you jump around on the golden blocks near the entrance.

Fourth Screen

You can find Space Food behind the pipe here if you go into 3D mode. Hop up to reach the green door and you’ll find an ancient explorer, who offers to sell you the location of the Space Treasure. You can knock his price down to ten coins, and probably lower than that, so buy the clue for cheap. It reads: "By rock man’s noggin, when outer space is reversed, the door secret hides." Great, now we just have to find Mega Man.

Anyway, return to the first screen here and give the Ancient Clue to the guy in the outhouse. That’s Fleep, a new Pixl. You can use him to flip over some parts of the screen. Do so first off to the right a bit. You’ll notice a rip in space above the the rock-head statue, so use Fleep on it to reveal a Door Key. Use that on the locked door between the outhouse and the statue to move on. That door will lead you to the Star Block.

Chapter 4–3: The Gates Of Space

First Screen

Head to the rigth until you find a red X, and use Fleep on it. Squish Squirps into the hole that results, and a large door will open. Head on through!

Second Screen

Oh, we're having a twinkly day, all right.
Oh, we're having a twinkly day, all right.

Another door here. When you put Squirps into one of the two keyholes, though, he’ll refuse to move until you give him something good to eat. If you have anything chocolate, you can try giving that to him; otherwise, head into the black hole nearby to find something appropriate.

The Warp Nexus

There are four or five little blue-colored warps here leading to subscreens. To the bottom left, you can find a warp leading to a coin room. Two of the other portals here are connected and lead to a little room full of those moving blocks. The portal in the upper-right, though, will lead you to a 7-11 esque structure where you can plop down 10 coins for a choco-bar. Buy one and bring it back to Squirps; he’ll eat it, split in two, and unlock the gate, allowing you to find the Star Block.

Chapter 4–4: The Mysterious Mister L.

First Screen

Nothing mysterious here, just a save spot and a door.

Second Screen

There are two doors here, one in 2D mode and one in 3D mode. Hop up to the upper platform and head through the door in the 3D plane.

Third Screen

Use Peach to glide across the large gap to the left of the entrance here to find another door.

Fourth Screen

Defeat the Barribad here by flipping into 3D to get inside its security barrier, then jumping on it. Nab the Dimension Key from the chest.

Head back to the second screen and go through the door on the 2D plane.

Fifth Screen

Doors on the ceilings, dogs and cats living together — mass hysteria.
Doors on the ceilings, dogs and cats living together — mass hysteria.

Defeat the cow enemies here and head up the 3D stairs. Go through the locked door to reverse gravity. When you’re on top of the screen, head to the right to find another door in the upper-right corner of the room.

Sixth Screen

You’ll be running up and down the left wall of this room here. There are two doors you can get to here, with one at the bottom of a pit (this one flips you over to the right side of the room and eventually leads you to a locked door) and one that can only be reached by jumping over the first door with Princess Peach. Head to the Peach door and proceed through.

Seventh Screen

Lots of the little block monsters that crawl along the walls here. Kill most of them off with Boomer, then use Mario to flip into 3D to reveal a path into the lower section of the room. Hit the switch with the up and down arrows on it to flip gravity, then go through the door in the lower right corner of the room.

Eighth Screen

There’ll be doors at the top and bottoms of this room, but you’ll be on the top. Use Peach to fly over the chasm, then flip into 3D with Mario to reveal a door on the wall.

Ninth Screen

There’ll be a door on the bottom of the screen here, as well as a pipe hidden behind a small rise. Head across the ceiling and open the chest to obtain the Dimension Key.

Now, with key in hand, return to the seventh screen and reflip gravity. That will let you climb back up to the doorway and enter the sixth screen. Drop down to the door in the middle of the room here and flip over so that you’re on the right wall, then head down to the bottom of the screen and go through the door there. This should take you back to the eighth screen, but you’ll be on the bottom side. The pipe here leads to a coin room, so gather the coins before unlocking the door and heading through.

Tenth Screen

Two gravity switches here. Make your way to the right and use Tippi to reveal the hidden door there.

Eleventh Screen

This will mark the first appearance of the quarter-turn switch here. Instead of flipping gravity up and down, they’ll turn it so that you’ll flip onto one of the walls. There are two doors here, one in the upper-left corner of the screen, and one in the lower-right. You can find a save spot in the upper-left corner door, but to move on you’ll need to visit the room in the lower-right.

Twelfth Screen

You’ll be on the left wall here, with a chest on a ceiling above you. The doors here link to other parts of the room, so flip around a bit to reach the chest, which has a Dimension Key in it. Flip back to the eleventh screen and enter the door in the upper left corner. Save your game before unlocking the door that moves on.

Boss Fight: Mr. L

First Form

Luigi's second form has a lot of health, but you can quickly and easily take it down.
Luigi's second form has a lot of health, but you can quickly and easily take it down.

Well, it appears that Nastasia’s mind control has worked its wonders on Luigi, who’s become the masked Mr. L and attacks you here. His first form, your basic Mario clone, is easy enough to defeat. He’ll jump around, attempting to land on your head, and will periodically shrink into the ground and attempt to perform a rocket jump straight up, which will hurt you if you’re attempting to land on him. Still, he’s not too difficult to land if you want to beat him by jumping on his head; just land on him quickly when he’s on the ground before he takes off. He’ll periodically attempt to use a Shroom Shake; use Thoreau on him at these points to steal the item from him before he can use it, or just jump on him to prevent the healing.

Second Form

After a bit of a beatdown, Mr. L will take the fight to outer space. This is a pretty easy fight right here, if we do say so ourselves. Use Squirps to blast away at the robot while dodging the incoming attacks, and grab the choco-bars that float around for a variety of power-ups. When you hit him enough to deal 255 damage (easier than it sounds), the robot will go explodo and you’ll be able to nab the next Pure Heart.

Chapter Five


After Tippi goes down for the count, save your game and head down to Flipside 1st Floor. Move into the background near the card shop and use Fleep on the crack in the wall between the two houses to open a doorway. That’ll lead you back to a large church-like structure, inside which are eight blocks. Move to the left side of the room and hit each of the blocks one time, moving from left to right. If you hit each of them once in this order, the glass here will disappear, letting you move into the background. (If you mess up, simply leave the church and come back inside to reset all of the blocks.)

Now, heading through the glass and out the door on the other side of the church will lead you to Flopside, a mirror image of Flipside, but a bit shabbier and more run down. This version is much the same as Flipside, but Flopside will feature some new shops and goodies. The card shop here will sell specific cards, not random ones, while the cook here will make new foods from two ingredients.

Pixl Quest!

Merlee will lead you to another Pixl, albeit one that's apparently mostly useless.
Merlee will lead you to another Pixl, albeit one that's apparently mostly useless.

If you head to the fortuneteller here in Flopside, Merlee, you can jump over her crystal ball and speak to her from behind it to get a side quest. (If it’s not available yet, just come back later, but try to get it done before chapter seven.) She’ll send you off to speak to Merluvlee, the fortuneteller in Flipside, who in turn will send you to Bestovius, the wizard in the first screen of 1–1. He’ll send you to Watchit in 1–2. He, in turn will send you to Merlumina, who resides at the very end of chapter 1–4, in the screen beyond where Fracktail was. She’ll sign the paper, allowing you to retrun to Watchit, then Bestovius, then Merluvlee, then Merlee herself.

Merlee will give you the Random House Key. Return to Flopside 1st Floor and go into the background to find a locked door. Open it to find Piccolo, a music-making Pixl. You can bring her up to the Flipside 3rd Floor Outskirts and play her near the large block with the music symbol on it to reveal a Merlee Card. There’s another block in the exact same place in the Flopside 3rd Floor Outskirts that holds a Nolrem Card; you can use Piccolo here, as well, even though the block doesn’t have a music symbol on it.

Moving On

If you head up to the 2nd Floor of Flopside, you’ll come across a flipped Merlon, who calls himself Nolrem. He’ll tell you that there’s a new Heart Pillar on the 3rd Floor of Flopside, and indeed there is. Find it, insert the Pure Heart, and a new door will open on the top part of the White Tower. If you head all the way to the left side of Flopside 2nd Floor, you can get Welderburg to make you a pipe between that area and Flipside, but it’ll run you 300 bucks. Otherwise, return back through the Mirror Hall and head up to the roof to find the new door to Chapter 5.

Chapter 5–1: Downtown of Crag

First Screen

You’ll come across a race of beings known as the Cragnon when you start this level. They’ll beg you to help them fight off the predations of the Flora Sapiens, evil plant creatures that seem to know something about the Pure Heart. Head to the right side of town and into the red door there.

Second Screen

Head to the right here and down into one of the green pipes to find a Bowser (2) Card after killing off some of the slow-moving enemies. Then start heading to the right, using Boomer to kill off the clefts and piranha plants in your way. You can find a Moon Cleft Card in one of the bottoms of the gaps here, if you poke around in 3D mode. You’ll also find a set of three blocks far to the left, but nothing else.

If you return to the Crag town now, you’ll be able to enter the buildings and talk to the inhabitants, one of whom will tell you that you need to bonk the blocks in a certain order: left, right, then the middle. Return to the blocks and knock them in that order to reveal a pipe.

Third Screen

Die, Muth, die!
Die, Muth, die!

You’ll be facing off against Muths here. These large bovines have 100 HP, so they’re tough to kill, but you can continually fry them with Bowser’s flame breath to take them down, or just avoid them by shifting into 3D mode. If you have a capture card item, you might want to try using it on them.

Now, there are another three blocks at the end of this path, but they don’t activate with the same old code. No, in order to figure out how to proceed here, you need to return to the same Cragnon back in town who told you the old code. In order to get the new code out of him, you have to type PLEASE (all caps) into a text selection menu five or six times. He’ll then deck you with the code needed to move on. Using the abbreviations for Middle, Right, and Left blocks, here it is: M, R, L, L, R, M, R, L, R, R, M, R, R, L, M, M, L, L, L, R, L, L, L, M, M. That’s not a joke. Take it back to the three blocks at the end of the Muths and a pipe will rise up. Head to the right, behind the rock wall, to reach the Star Block.

Chapter 5–2: Pixls, Tablets, and Crag

First Screen

Head to the right here, killing anything that gets in your way. The Pokeys are best dealt with with Bowser’s flames. You’ll come to a body of water with a platform running across it. Dive into the water and sink down to find the Water Tablet, then jump back up into the water to swim back up before heading through the red door.

Second Screen

First things first here. Head to the left and kill the Clubba near the stack of blocks, then blow them up with Boomer. That will reveal a blue block; hit it to build a path up to the red door here. Jump up and go through it to reach the third screen.

Third Screen

Head to the right here and phase into 3D. You’ll see a bunch of blocks here, feel free to hit them as you like. You’ll also see a star crack underneath the large TV; use Fleep on it to raise some stones up to the TV’s level. This doesn’t seem to really do much at the moment, though.

In 3D, you’ll notice some ramps leading to a level below this one. Go down there to find the Fire Tablet. You’ll need to use Bowser’s flame breath on it to nab it.

Second Screen

Cudge has a dirty mouth.
Cudge has a dirty mouth.

Return to the second screen now and head to the right. You’ll find a large stack of grey blocks in the middle of the area. You can jump up here and coast off to the left towards the green pipe with Peach; heading into the background here will net you a handy Ultra Shroom Shake.

Proceed to the right and go through the next red door here.

Fourth Screen

O’Chunks will attack you here, and Dimentio will shift you both off into another dimension. Use Boomer and set down bombs in front of him before he charges and detonate them as he charges, and he’ll go down fairly quickly. With that done, head to the right and flip into 3D to find a statue of Yoshi. Move around it in a clockwise manner for one rotation, and the Stone Tablet will appear on its nose. Grab it and return to the second screen.

Second Screen

Go back to the grey stones in the middle of this area and climb the small blocks that are stacked up at the top; it’s easiest to do it in 3D mode. At the top, jump straight up in 2D mode to hit a ladder block. Climb the ladder and you’ll find three stone pillars. Place the Tablets into the pillars and a Pixl will appear. Put in whatever long word you like as your motto, and Cudge will join your team. Use him on the yellow block at the bottom of this area to unveil the path to the Star Block.

Chapter 5–3: A Crag In The Dark

First Screen

You’ll come across Flint Cragley pretty early on here. He wants you to find his crew, who has the key that will take you further into the ruins.

Second Screen

Again, not much to see here; save your game and move to the last pipe on the right to move on. There’s a coin room obscured here by cracks in the floor; look for them and use Thudley on top of it to reveal the

Third Screen

There are a couple of hidden coin areas here. One can be found by smashing the upper levels of blocks until you reveal a ladder, and another is to be found a bit to the right in this screen. If you blow up the first flower-headed enemy you see with a bomb, a door will be revealed in the background. Go through to find your coins. There’s another door here that leads to a rail line, but don’t worry about it at the moment. Instead, head far to the right and smash a yellow block to find a doorway leading on.

Fourth Screen

A long tram ride here. Hop onto the rail cart and ride it until the end.

Fifth Screen

You'll need to steer this rail car off to the left to find the other crewmember.
You'll need to steer this rail car off to the left to find the other crewmember.

Start heading to the right here. Drop down the steps here, and when you reach a wall that you can’t climb, flip to 3D to find a Spania Card. Climb back up the steps and jump over to the orange blocks and smash them in 3D mode. You’ll find one of Flint’s crew here; talk to him to send him back to Flint’s location.

Return to Flint at this point, and you’ll be told to head back out to find another crewmember.

Sixth Screen

Return to the third screen here. The first wooden door to the right of the entrance will lead back to that rail line. Hop into the rail car and flip into 3D mode. When you see the rail flip off to the left, press left on your controller to move the rail car into the other track. After it flips underneath some rock protuberances, you’ll find…

Seventh Screen

The sound guy is located on this screen. Float across the first big gap with Peach, then drop down to him. You can return to the door via a ladder block.

Eighth Screen

When you return the cameraman and the sound guy to Cragley’s location, he’ll give you the key for the locked door in the second screen. A long rail car trip will ensue. Head through the door nearby and examine the stone blocks in 3D mode to find that you can destroy them with Cudge. One of them will conceal the door leading to the Star Block.

Chapter 5–4: The Menace of King Croacus

First Screen

Kill your way through here. There’s a white doorway far to the right, but it doesn’t lead anywhere just yet. Instead of going through there, drop down to the left and lower yourself into the pipe.

Second Screen

The white door here again leads nowhere for the moment. The only other door here is locked, but if you flip into 3D at the bottom of the area, you’ll come to a small room with a big red button set into the floor. Use Thoreau to grab one of the Cragdons here to give yourself enough weight to drop the button, and you’ll reveal a pipe.

Head down the pipe to head into a small maze of interconnected rooms. Right off the bat here, head to the left side of this room and go down the pipe here to find yourself in a room with a skull on the wall. Use Fleep to flip it around, and you’ll receive a Cave Key. There are plenty of other rooms in the little maze, but none of them seem to have much of value in them, although there is a POW Block obscured behind a pipe in one of them. When you’re ready to move on, return to the pipe you came in through and proceed to the locked door above and head through.

Third Screen

Head into the room here to find Dottie, a Pixl that can miniaturize you. Use her to head through the red door here. You can return to the first screen to find a tiny pipe at this point that will lead to a treasure room, but your real destination is the white door in the second screen here.

Fourth Screen: Processing Center

Stomping enslaved Crags will cause your experience to reduce, so be careful!
Stomping enslaved Crags will cause your experience to reduce, so be careful!

Miniaturize and head to the left to find the Card Key, then use that on the panel here to open the passage onward.

Fifth Screen

Head to the left here after getting the 20-point heal and drop down into the pipe.

Sixth Screen: Cragnon Prison

Head down to the blue switch and use Thudley to pop it. If you don’t want to get penalized on your score, you’ll want to move to the left along the blocks to avoid killing the Cragnons. You’ll get a Floro Cragnien Card from the treasure chest to the left, while the right will lead to…

Seventh Screen: O’Cabbage Fight

O’Chunks here has been modified with some of the floral brainwashing techniques that have been used on the Cragnons. He’s faster, stronger, and tougher than before, but he can still be taken down. Use Thoreau to latch onto him and throw him to the ground. That will cause him to become dizzy, allowing you to bounce on his head. After you deal the requisite 60 points of damage, you’ll obtain the Floro Sprout. Go ahead and wear it!

With the Floro Sprout still on, return to the first screen and head to the right to find the scanning room behind the white door.

Eighth Screen: Portrait Room

You have four portraits here of the last few kings and queens of the Floro dynasty. Each of the first three portraits will have a weak floor underneath it if you check them in 3D mode. The last portrait doesn’t have a weak floor, but it, too, can be blown up by Boomer. If you go into each of the holes here, you have to match the colored block with the color of the portraits, so that, from left to right, the blocks are colored white, black, blue, and red. Some of the blocks will be impossible to jump to, so use Thoreau to hit them from the side.

Boss Fight: King Croacus

First Form

In his (her? its?) first form, Croacus will attack with his three small heads that are all attached to his body; no attacks will be coming from his head itself. The smaller sub-heads will generally attempt to fall on you by standing straight up, then careening over to hit you. You can avoid this by standing close to the bottom of Croacus’ stalks, then running towards the wall when a sub-head starts to fall. They will also occasionally make a little boxy set of thorns to trap you in; flip into 3D mode to avoid that.

In order to damage Croacus here, you have to either throw one of the sub-heads at his head while his head is unshielded, or throw his head at the sub-heads. Either way, you’ll need to use Thoreau to perform the actions here, so keep him available. The first time you play this form, the falling sub-heads will probably wind up pounding you, since there are three of them and it’s tough to tell what they’re all doing when they move back and forth around the screen. Feel free to reset and reload if you wind up taking too much damage here.

Second Form

After dealing a goodly amount of damage to Croacus’ first form, he’ll detach from his stems and start floating around the room, while also sending out some shredding blades to give you a headache. Grab onto Croacus’ head here and wait for it to open up so that you can see his face. When it appears, throw him into the spinning blades; that’ll deal damage and knock away the blades. If all the blades get destroyed, you’ll have to release Croacus and wait for him to release more before grabbing him again and repeating the process.

Chapter Six


Now that you have the power to morph into smaller shapes, you can visit the Itty Bitty food shops here in Flipside (B1 level), or in Cragtown, or on screen 3–3. Each will sell different ingredients which you can use in the restaurants in Flipside or Flopside to get new items. Yay! You can also find a new cooking disk to the east of Cragtown if you explore the area in 3D while miniaturized.

Head into Flopside and start poking around. You can now travel into Flopside B1, where the Flopside bar is located. Shift into 3D to find Cooking Disk B and a Golden Card here, which you can turn in at the Flipside Arcade to play a hidden game. Flip into 3D outside the bar to find a waterway leading to Flamm, the map salesman, and a Flopside Itty Bits shop. You can also head down to B2 to find Welderberg and have him make you another pipe.


When you’re ready to move on, head to the Flopside 2F Outskirts and find the yellow block there. Use Cudge to smash it and move down to the 1st Floor Outskirts. Head to the right and you’ll find a place to flip and move further out, but before you do so, move all the way to the right and go down the pipe to reach the B1 Outskirts. Smash the yellow brick here (that’ll remove the similar brick in the Flipside B1 Outskirts, allowing you to retrieve a The InterNed Card), then head down the pipe to reach the B2 Outskirts. Smash the yellow brick here to find a treasure chest with a Power Plus that will permanently raise your attack by 1 point! Radical! You can open the path to the Flopside Pit of 100 trials here, but don’t expect to get in unless you’ve beaten the Flipside version.

When you want to move on, return to Flopside 2F Outskirts, head down to 1st Floor Outskirts and flip to find the passage leading off to the left. Use Dottie to get underneath the bricks there and Cudge to hit the yellow block to reveal a Heart Pillar. Plop the Pure Heart into it, then use the Return Pipe to return to the doors and head on through. Bring some healing items before you do so, though!

Chapter 6–1: Sammer Guy Showdown

First Screen

Head to the right and pop open the door to move on.

Second Screen

You’ll encounter a running man here who looks suspiciously like the mysterious adventurer in Flipside 1st Floor. You’ll encounter Jade Blooper a bit to the right; hit him a couple times with Cudge to knock him out. He and King Sammer will detail your task: defeat the 99 remaining vassals, and you’ll be rewarded with the Pure Heart.

Third Screen

Have fun while it lasts.
Have fun while it lasts.

At this point, you have to start moving through the tournament and defeating the vassals one by one. Each of them has their own peculiar strengths and weaknesses. Some of them will have spikes on their helmets, making them difficult to jump on, while some will move exceedingly fast. The two primary methods of attacking here will be to either use Bowser or Boomber. Bowser’s flame breath will cause the enemies to recoil, but you can sometimes lure them close to you and zap them before they can retreat. Likewise, if you lay down Boomer, you can wait for your enemies to walk over him before detonating him. Cudge can also be used on some of the slower enemies.

When you reach the 20th Round and defeat the guardian there, a cutscene will ensue. Quickly run through the remaining rounds up until the 25th or so, and you’ll find the Star Block.

Chapter 6–2: The End of A World

First Screen

The Mimi fight here can be difficult, but you only have one thing to do: use Thoreau to grab the Rubees she throws at you, or into the ground, and throw them back at her. In exchange, she’ll surround herself with the crystals and attempt to ram into you. She can be obnoxious, but so long as you keep throwing the crystals at her, you’ll wear her down eventually. Keep in mind that you can throw at her while she’s in the 3D plane and still knock away her crystals.

When Mimi’s defeated, move off to the right for a few more screens until you’re ejected back into Flipside. Restock on healing items if needed, then move back into the door leading to Sammer’s realm. It’s pure white now, with nothing remaining but some rubble and…the Pure Heart? Use Carrie to glide off to the right until you find it…and Mr. L.

Boss Fight: Brobot L-Type

It's easiest to fight this boss
in 3D mode.
It's easiest to fight this boss in 3D mode.

The Brobot fight here can be difficult, but not overly so…if you know what you’re doing. In the 2D plane, the fight can be difficult; it’ll be tough to get close to the Brobot to damage it. You can probably wear it down over a long period of time by waiting for its missile attacks and using Thoreau to throw them back at the enemy, but still, that will take a while. You can also use Boomer and try to get him sucked up into the vortex that the Brobot occasionally creates, but that’s not a sure thing.

Instead, flip into 3D mode with Mario and use Boomer. In 3D mode, you can get up close to the Brobot’s feet and lay down bombs while it attacks into the 2D plane. It won’t be able to do much to attack you, luckily. Repeat the process as many times as you need to take the robot down; you might also want to try using Cudge on him. You will lose a bit of life from staying in the 3D plane, but not enough to seriously threaten your life.

The Underwhere

When you return to Flipside, speak to Merlon to move on to the next sub-chapter.

First Screen

Ha ha, get it? The Underwhere? Oh, ho ho…ho. Head to the right and move through the red door to move on.

Second Screen

A bit tricky here! After getting called fat by the butterfly spirit, flip into 3D mode and jump up along the right side of the room. Eventually you will spot a very small gap just beyond some spikes where you can jump from the right side of the room to the left side. Continue up along the left side of the gap until you reach the red door. You can nab the Super Shroom Shake here by hitting the switchblock in 3D mode. Don’t worry about the upper reaches of the room, assuming you managed to see them; you’ll return later for them.

Third Screen: The River Tywgs

Pay the boatkeeper four coins to cross the river here. If you don’t mind a swim, you can also cross that way. There’s a hole in the bottom of the river here, but it only leads to a locked door at the moment.

Fourth Screen: Queen Jaydes

Speak to the queen here, and she’ll give you a key. Return to the river Tywgs, dive in, find the hole in the bottom of the surface, and unlock the door there.

Fifth Screen: Beneath the River

Glide over to your right and push the grey block you find down into the gap nearby. Float down after it and flip the switch to drain the water here, then jump back up and to the right. After breaking the blocks in your way, head up top again and float up until you have to flip to 3D to find another area.

Swim to the right here until you see another grey block. Get behind it in 3D mode and push it to the left, then drop down and flip the switch. Moving back to the left will reveal a hidden passage in 3D mode. The pipe here leads to a coin room, and the purple door leads onward.

Sixth Screen: The Fountains

Well, really, why are any of us here? And where is here? What does 'here' really mean, anyway?
Well, really, why are any of us here? And where is here? What does 'here' really mean, anyway?

Jump across the fountains here to finally find Luigi. He can jump higher than anyone else can normally, and can also super-jump if you hold down and then release the downward directional button. Start making your way backwards to the river.

Second Screen

Return to the second screen and proceed all the way to the left, near the red door. Have Luigi jump onto the pipes to the left of it. One of them will lead you to a bizarre mini-game where you can apparently jump onto an infinite succession of enemies. Jumping up and to the right, however, will let you start making your way across the upper level of the screen here. One of the pipes that the Piranha Plants are in (you can kill them by standing underneath them and using Luigi’s super jump) will lead you into the background, which in turn will lead you to a secret room where you can pick up a Peach (3) Card.

Move on to the right when you return to the upper second screen to find a red door.

Seventh Screen: Pipe Room

Move off to the left, using Mario to avoid the frozen Piranha Plants, and you’ll come to Luvbi. Tell her her true name, and she’ll fly off to mommy. Return to Jaydes at this point to receive the revitalized Pure Heart, and, through the magic of convenience, to return back to Flipside.

Chapter 7


When the introductions are over with, head to Flopside 2F Outskirts, then start proceeding down the pipes until you reach the Flopside B1 Outskirts. You can use Luigi to jump over the stones here, which will let you reach another Heart Pillar. Place the heart into it to open the path to the last Pure Heart. Note that the top of the stone wall corresponds to a gap in the background; jump onto it with Luigi, then move through it with Mario and drop down behind the Heart Pillar to find a Piccolo Card.

Chapter 7–1: Subterrenean Vacation

Return to Queen Jaydes here and she’ll ask you to escort her daughter to the Overthere. Agree to her terms, and you’ll soon reach the end of the subchapter.

Chapter 7–2: The Sealed Doors Three

First Screen

Luvbi will take off on her own here. Don’t worry, she won’t be too far ahead of you.

Second Screen

Start making your way up through the jumps, doing your best to see what’s what’s coming in front of you. When you reach the door at the top of the room, use Tippi to examine it, and you’ll reveal that it’s actually alive. He’ll quiz you before letting you move on. The answers are: Queen Jaydes, Dorguy the First, and Six Times.

Third Screen

Save your game and talk to the D-Men who are guarding the door to the right. Head through to take on Bowser. Although he’s difficult to attack, he’s not too difficult to beat. Simply lay down Boomer while staying away from Bowser, wait for the latter to run on top of the former, and hit the switch to deal damage to Bowser. You can’t stomp him, so wait for him to jump and run underneath him if you want to switch positions, or simply try to jump over him. You might clear him, especially if you’re using Luigi, but if not, you’ll only take two damage.

When Bowser joins up, return to the third screen and head through the locked door there.

Fourth Screen

Bowser will illuminate the path onwards.
Bowser will illuminate the path onwards.

Use Bowser to light the torches near the door here, then start climbing up to the top of the room. There’s a pipe that leads to a large number of coins, but most of them will disappear, apparently permanently, when you move into the room. Sadface! Move up to Dorguy the Second for another quiz, this one much tougher than the ones before. The answers are sometimes randomized, but the same questions will always appear in the same order. Those are:

  • How many red objects were there? (Usually 3)
  • How many triangles were there?
  • What color were the moving objects? (Blue)
  • What number question is this? (always 4)
  • What shape was the most plentiful?

Knowing the questions ahead of time should let you get the information you need from the screen as the clues show up.

Fifth Screen

Head through the pink doorway here and speak to the first hag. She’ll send you off to retrieve a book from one of the D-Men in the dungeon. She’ll instantly warp you there, but you’ll have to walk all the way back to her room, which isn’t fun. Still, she’ll give you the Door Key you need to move on. The other two hags both have quests for you; the middle one will tell you a hint about your next boss fight, but the third hag has nothing to offer you but thanks. Return outside the room and use the key on the door to move on.

Sixth Screen

A troubling mixture of darkness and rolling traps. Use Bowser to light your way, Luigi to jump up onto the upper platforms to let you move on, and Mario to shift into 3D to avoid the rolling traps. Eventually you’ll come to Dorguy the Third. Before speaking to him, be sure that you’re fully healed up, and be sure that Bowser is your active character.

Apparently Piccolo can put these guys to sleep, but we didn't have her before this fight.
Apparently Piccolo can put these guys to sleep, but we didn't have her before this fight.

The boss fight with Underchomp isn’t too bad if you head in with Bowser as your main character, but can be confusing if you’ve never played an old-school Final Fantasy or Dragon Warrior game before. Each of the three heads of Underchomp will deal 3 damage a turn, assuming that you don’t manage to dodge it. Bowser can attack for 12 damage a turn (although we were at level 13; your mileage may vary), and will require two attacks to kill a head, again assuming that no one dodges anything. If you came in with Mario or Luigi as your active character, use Cudge or Boomer on the enemies instead of switching to Bowser. You want to concentrate on one head (doesn’t matter which one), kill it, then repeat the process on the other two heads until the whole thing goes down in flames. If you get a string of bad luck and take more damage than you anticipated, quickly use a healing item from the Items menu and get back on your feet before resuming the attack.

The next screen beyond Dorguy the Third will contain the Star Block.

Chapter 7–3: The Forbidden Apple

First Screen

Alternate between Luigi and Mario here, using Luigi for the jumps (you can jump straight up into and through the clouds here) and Mario’s 3D ability to check for hidden enemies and coins.

Second Screen

Meet the second stair, same as the first stair. Don’t forget to explore a bit when you get rocketed up by the clouds; there’s a Rawbus Card obscured off to the right side of the screen about halfway up.

Third Screen

You'll need to experiment on Peach before she finally rejoins your party.
You'll need to experiment on Peach before she finally rejoins your party.

The first red door you see here will have three Blue Fruit on a tree inside. Use Thudley to knock them down if you want to carry them back to the bakers in Flopside. A Ruff Puff Card can be found to the left of the door. Continue up until you reach level 37, then flip into 3D mode to find a path off to the right. (All of the ? blocks can be knocked open with Thudley, but they’re all just single-coiners.)

Fourth Screen

Hop on the lifts to the left of your starting point here and jump up to the first red door that you see. Peach is inside, but is dead asleep; you’ll need to find a special kind of fruit to wake her, and it’s not the blue fruit you already have. You can find Red Apples in the bottom right corner of this screen, and Yellow Apples in the upper left, assuming you see the path in 3D mode. Unfortunately, neither of those will work on Peach, either, so head up to Stair Five in the upper right corner of the screen to find some more candidates.

Fifth Screen

The red door just to the left of your entrance here will have Pink Fruit on a tree in the 3D plane. That’s not the one you want, though. The door to the upper right doesn’t even have any fruit in it, but if you proceed to the very rightmost upper corner of the screen, you’ll find a door in 3D mode that leads to Black Fruit. That’s the one you want.

Return to Peach and wake her up with the black apple to get her back on your team, then return to Stair Five. Proceed up the left side of the screen until you reach a sign pointing the way to Overthere. Climb up on the blocks and use Peach to coast across to the other side, then start hitting the cloud trampolines until you reach the door leading on.

Sixth Screen

Not much special here, just keep moving up until you reach the next screen.

Seventh Screen

There’s a hidden ? block in between the two normal blocks to your right. Flip into 3D mode to find a 20-point heal. At the top of this screen you’ll find Cyrrus, a cloud that wants to get even bigger than it is. What you want to give him is a Red Fruit, which can be found in the bottom right corner of the fourth screen. Grab one, return to him via the pipe, and he’ll bounce you up to the end of this screen. You’ll wind up near the Star Block, so use Peach to float over to it and move on.

Chapter 7–4: A Bone-Chilling Tale

First Screen

Make your way to the lower right corner here and enter the red door to reach Overthere Sector 3. (The signs that you read indicate the sector that you’re in, not the sector that the door nearby leads to, as best we can tell.)

Second Screen: Sector 3

Good luck with that! We'll be back for you later.
Good luck with that! We'll be back for you later.

Kill the Skelebits to receive a Door Key from the young fellow you rescued. Feel free to explore here a bit, but this area will dead-end in a frozen, amnesiatic man. Rescue him with Bowser’s breath if you like, but you won’t be able to do much with him at the moment. Return to the first screen and head up to the locked door just above the door you entered from and head through to reach Overthere Sector 2.

Third Screen: Sector 2

Head to the right here, and you’ll eventually find a woman wailing over her frozen man. We’d like to be able to roast all of these guys just based on the way they talk, but unfortunately all you can do here is free the man. Do so, then return to the left and take a ride up with the man’s little rocket ship. Feel free to unfreeze the other individuals here, then proceed up through the door to Sector 4.

Fourth Screen: Sector 4

Unfreeze the individuals here, and the last one will give you a Door Key, and tell you that you’ll need to find three orbs from three individuals in order to rebuild the bridge leading to the king. Head back to the second screen here and open the locked door to reach Sector 5.

Fifth Screen: Sector 5

You have no fewer than three doors to choose from here, with two lying off to the right and one to the upper left. You can also find a hidden treasure pipe by dropping off the cloud that the entrance door is located on; you'll find a Skellobit Card and a Skellobomber Card. Start with the upper left door, which leads to Sector 6.

Sixth Screen: Sector 6

Move over to the right here to find a 10-point heal, then return near the door and use 3D mode to find a passage off to the foreground. Hit the ? block to get supersized, run off to the right and smash all of the enemies, then return to the background in 3D mode to find Yebbi in the bathroom. Tell him you’re a monster and he’ll come out and lgive you the Yellow Orb.

Return to Sector 5 and head to the right this time. Before going into the parthenon here, flip to 3D and head through the door in the background that leads to Sector 7.

Seventh Screen: Sector 7


You’ll find Rebbi here. Kill the Skelebits that are attacking him to nab the Red Orb. With that in tow, return to Sector 5. Instead of going through the last door here, though, return all the way to the second screen, Sector 2. The frozen man at the top of this room where you obtained the first Door Key is Blumbi; speaking to him (you may need to talk to him multiple times) will net you the Blue Orb.

Return to Sector 4 at this point and use all three of the orbs on the pedestal to recreate the bridge leading to Grambi’s Shrine.

Tip: Sector 8 features a man who’s playing dead and refuses to talk to you. He won't talk to you until you complete this chapter and come back, at which point he still doesn't do much.

Eighth Screen: Grambi’s Shrine

Head over the bridge and through the door there to reach the Shrine. While the aerial Skelebombers are fighting the Nimbi, use Cudge to bash your way through the Skelebits on the ground. If you use 3D mode to go behind the stairs here, you can find a Spiky Skelebit Card in a chest.

Boss Fight: Bonechill

Bonechill is another boss that requires you to use Thoreau to reflect his own attacks back at him. It can be difficult to dodge his attacks, and he’ll frustrate your ability to throw his own attacks at him, so be prepared for a major headache, especially if you don’t have adequate healing items in your inventory.

At the very least, though, Bonechill only has one form to deal with and relatively few attacks, annoying combolicious though they may be. He can breathe ice at the ceiling to form icicles, which will eventually fall on you (this is preceded by a bell-like tinkling sound). He can shoot ice bullets at you from his cannon at the base of his little rollerball thing. Lastly, he can breathe his ice breath directly on you, causing four points of damage on contact and requiring you to shake your way out of it. If you get frozen by the first blast of breath, you’ll normally get hit for another four points of damage before you can shake out of it, making this the most damaging attack. You have a couple of seconds to escape the ice breath before it freezes you, though, so try to jump away from Bonechill before he can nab you. You may want to use Luigi here for his extra jumping ability, which may help you clear the ice breath.

Anyway, as you may suspect, your ability to damage Bonechill will require you to wait for the icicles to drop down from the ceiling. When they implant themselves into the ground, you can grab them with Thoreau and attempt to throw them at Bonechill’s head. This will be complicated in a number of ways, especially since you can’t get a great deal of distance on your throws here, and thus will have to get pretty close to Bonechill’s face to hit him. The icicles you throw can also hit the icicles on the ceiling while arcing in their throw, which will destroy them both. The ice bullets will also destroy any icicles that have impacted on the ground before you can pick them up, and will destroy any icicles you have picked up if they hit you.

All around, an annoying fight, but it’s mostly a matter of execution. Avoid the breath, grab the icicles, throw at the bad guy’s head. Since this is all one form, you will probably find it handy to go in and give it a practice run before resetting your console and trying it again "for real". You can probably avoid having to use healing items if you get the basics down here.

Chapter 8

When you get done talking with Merlon, head to Flopside and find the new Heart Pillar that’s opened up on the 2F outskirts. Head out of town, across the gap into the foreground, then head to the right past the stone pillars to reach it. Placing the Pure Heart into it will open the door to the final battle at the top of Flopside.

Chapter 8–1: The Impending Darkness

First Screen

Head right to enter the castle.

Second Screen

Koopatrols will attack you here; they can take a lot of damage and will charge at you with their spiky heads. Try to get behind them and hit them with Cudge. There are also Magiblots here, which you know all too well if you’ve tried out the Pit of a 100 Trials. Wait for them to pop into existence, jump out of the way of their magic bolt, and jump on their head. You can also try laying down Boomer and hope that they spawn in on top of him.

Third Screen

Start heading up the stairs, using Boomer to clear out the boomerang Koopa, or simply avoiding them in 3D mode. The middle door here still leads to a dead end, so head up and to the right to find the uppermost door here.

Fourth Screen

Lots of weirdo enemies await you in Bleck's Castle.
Lots of weirdo enemies await you in Bleck's Castle.

Plenty of Mister I’s here, so flip into 3D mode and run around them to kill them off, then use Luigi to jump up to the upper door.

Fifth Screen

Use Luigi to jump up to the left platform here, where you’ll find a Stopwatch and a Long-Last Shake in chests. Then jump up to the right platform and use Peach to glide across to the pipe there.

Sixth Screen

Move all the way to the right here (you can use Mario in 3D mode and get close to a wall to avoid most of the enemies) to receive a Castle Bleck Key. Return to the fourth screen and use it to move on.

Seventh Screen

A long, annoying hallway, with some really annoying enemies, like flying Magikoopas. Stick to 3D mode as much as you can to avoid their attacks until you reach the far door.

Eighth Screen

Hey, guess what? More annoying enemies to deal with! Some are in the 3D plane, but you can still get up the steps more easily as Mario than anyone else.

Ninth Screen

Ow! Right in the tuchus!
Ow! Right in the tuchus!

You should see the first save spot here, as well as five torches. Light them to match the pattern that you saw in the last screen: the second, third, and fifth torches should be lit (by Bowser), counting from left to right. That will raise a stairwell leading to…

Tenth Screen

One last O’Chunks fight, coming your way. You have to take him on with Bowser, who’ll probably have an attack of 18 or 20 by this point. Repeated head-stompings will rule the day, but you can also use the flaming breath if you manage to get O’Chunks on the ground and convince him to stay there. Alternately, the old plan of using Boomer might be helpful, but generally speaking the fight will go too fast for it to be useful. When it’s done, move on to the next room to find the Star Block.

Chapter 8–2: The Crash

First Screen

Cudge your way through the first few enemies here, then 3D your way past the rest to reach the second screen.

Second Screen

Merlon appears here and tells you to smash a block. It is, of course, Mimi in disguise, and the block will lead you into a trapdoor. Head down and use Boomer on the crack in the wall, which will lead you to a room with two doors and a pipe in it.

Feel free to ride up the pipe; you’ll find yourself in a room with five other pipes in it. Use 3D to find a lightning bolt weapon, if you like, then return back to the bottom portion of the screen. You’ll have noted that of the five pipes, only the one on the left actually goes to a different screen. You need to shift the pipe exit underneath that pipe. Do so by heading into the left room near the pipe exit and hitting the red switch there a couple of times, then return to the pipe and ride it up to reach the next area.

A few treasure chests here for you to open. They contain a Courage Shell, a Castle Bleck Key, and a Life Shroom. With those in hand, use 3D to drop back down to where you were before and open the door to move on.

Third Screen

The middle door here will lead to a seeming dead end, but if you use 3D to find the hidden path, you’ll come to a handy Ultra Shroom Shake. Return to the main screen and head up the stairs to move on.

Fourth Screen

As you might imagine, the shrooms hanging from the ceiling here are traps. They at least have the courtesy of being real shrooms, and thus will heal you when you grab them. You only need to grab the third one from the left, though, as the room below it will feature an enemy in the 3D plane that drops a Castle Bleck Key when killed. Use it on the door to move on.

Fifth Screen

If we never see Francis again, it'll be too soon.
If we never see Francis again, it'll be too soon.

Marlee will quiz you now. As you might expect, this is Mimi trying to suss out your weaknesses. She’ll place whatever you answer into the next three rooms. You can use this to get some easy power-ups from the first two answers, but pick something easy from the last choice; the last thing you really want is to have to fight Francis again. You can skip the first two rooms if you like, but you’ll have to defeat whatever you put into the third room.

Sixth Screen: Mimi Fight

It’s Mimi versus Peach here. This fight is going to be really, really annoying. In case you’ve forgotten the basic procedure, you have to use Thoreau to pick up the Rubees on the ground and throw them at Mimi. When she’s stunned, jump on her head to make her shed her legs. When all the legs are destroyed, you win.

Prepare to take a while with this fight.
Prepare to take a while with this fight.

Mimi doesn’t have many new attacks here, but the one she does use is a spinning blade that rotates around the room. It’s easy to dodge, which in some ways makes it even more frustrating, since she’ll use it often and you can’t attack her while she’s performing it, which adds up to annoyance! To make matters worse, you still have to beat Mimi by jumping on her head, and Peach isn’t the most precise jumper in the game. You’ll also have a hard time seeing her legs on the black background. To boot, throwing Rubees at Mimi is no easy task, especially when she’s on the ground.

Expect plenty of frustration here, and you’ll probably have to use a healing item or two before moving on.

Chapter 8–3: Countdown To Destruction

First Screen

Kill your way to the right.

Second Screen

You can jump up with Luigi to the upper level here to avoid the cow enemies, if you like.

Third Screen

Plenty of Dimentio clones attacking you from mirrors here. One of the mirrors, though, about halfway through the room, doesn’t gleam at the same time as the others. Flip into 3D and head through to find a Castle Bleck Key and an Ice Block. Use 3D mode to jump between the mirror blocks here and avoid Dimentio’s attacks.

Fourth Screen

Some of these blocks will have numbers on their sides.
Some of these blocks will have numbers on their sides.

There’s a locked door here at the top of the stairs, so instead flip into 3D mode at the bottom of the steps and find the door hidden to the right. Use Luigi’s super jump to knock into the blocks in the room inside to open up another door. Repeat this process in the next room, on the middle block, then go through. You should be in a room with a door on the left and the right. Move over to the rightmost door and use the superjump on the block above it. That’ll shift the door over to the left and open a new door underneath the old block. Move into that door, kill the Magiblots, then use Mario to see the hidden indicators on the sides of the blocks here: 3, 1, 2, indicating that you should hit the middle first, right second, and left third. Doing so will net you a Castle Bleck Key. With that, return back to the stairwell and use the key on the locked door to move on.

Fifth Screen

You have to follow the path laid out on the 3D wall here in order for the far door to actually lead you anywhere new. That means you have to use Luigi to jump over the first block, go under the second block, jump up and to the left, then up and to the right before finally falling down to reach the door.

Sixth Screen

More mirrors! The one you need to head through to reach the background is actually elevated a bit, so you’ll need to jump through it. Just look for the one that doesn’t shimmer. In the background, the Dimentio clones will attempt to shuffle you back towards the portal mirror, so jump over them to find the Castle Bleck Key and assorted goodies.

Boss Fight: Dimentio

Use Fleep to open the star crack that appears after Dimentio warps away (refuse to help him, obviously), then hit the blue block to give chase. He’ll lead you to another screen from earlier in the game; move to the right, then use Fleep on the crack just above the red door you find.

Dimentio's not too difficult to beat.
Dimentio's not too difficult to beat.

In Merlee’s Mansion, the crack is just above the Rubee safe — use Slim to get to it. Underwater, move to the left and you’ll find the crack without too many problems. On the outer space planet, you have to head to the right and through the secret passage beyond the green door. In the Crognan land, move to the right and find the crack underground in 3D mode. In the ruins of the feudal world, move to the right with Carrie or Dasheel, if you got him in the Pit of 100 Trials, and listen for the sound of the crack, as it can be easy to miss in the white background. In the darkened corridor, the crack will be right near the door at the top of the room. Be sure to grab the shrooms from the ? blocks here if you’re running low on health.

When you do finally get to fight Dimentio with Luigi, you should find him to be much easier than Mimi was. He doesn’t seem to have any appreciably new attacks here; he’ll warp in and out of view and attempt to hit you with spells. Simply jump on him when he appears by himself, avoid him when he phases in with multiples of himself and get ready to dodge, and use a quick superjump if he ever phases in directly above you.

Chapter 8–4: The Final Battle

First Screen

Head to the right here and kill the Pokeys as they come at you, assuming you just don’t avoid them in 3D mode. They seem to have a higher than average drop rate for items, so if you’re running low on healing, take advantage of that.

Second Screen

Use Tippi to point out the hidden door in the background.

Third Screen

Start jumping your way off to the right, using 3D mode to get around the seemingly impassible walls that get in your way. When you reach the platform that lets you jump to the right to reach the door, jump onto the platform to the left to find a 50-point heal first.

Fourth Screen

Head to the right here. On the first large platform you see, flip into 3D mode to find a hidden pipe in the background. Drop down and use Dottie in 3D mode to move into the wall here (you won’t be able to see the hole, but you can see where the hole is because the bottom of the wall will be missing); you’ll find a Castle Bleck Key in the chest there. Move back to the platform room and jump to the right to find the door.

Fifth Screen

Mega Muth hooooo!
Mega Muth hooooo!

Mega Muths reside here. They have 200 HP, but they’re easy kills if you just grab them with Thoreau and chuck them at each other. They give 2,000 XP apiece, so it’s worth taking the time to put them down if you’re near a level-up point in your experience. Otherwise, you can just avoid them in 3D mode.

Sixth Screen

You can travel as far as you want to the right here, but you won’t find a door. Instead, you have to flip to 3D mode and move into the foreground via one of the open-air doorways that’ll be on the right side of the room in 3D mode. There are a few individual corridors here, each with plenty of enemies to kill for extra experience. If you head all the way to the last corridor, you can find a Shooting Star in a chest; the door to move on is in the next-to-last corridor if you’re moving from left to right in 3D mode.

Seventh Screen

Another confusing series of corridors that are nestled in rows stretching from the foreground to the background. The door leading on is located in the back right corner of the background (if you’re looking at the area in the 2D plane). The only other item to find here is a Super Shroom Shake that’s located in the foreground.

Eighth Screen

More hallways! You’ll mostly be moving into the foreground here. When you find the chest with the Ultra Shroom Shake, flip into 2D mode and move to the left, then flip into 3D to find the corridors leading on to the door.

Ninth Screen

Ominously large stairwell leading to a 50-point heal, a save point, and a door? You know what’s coming now.

End Boss

Count Bleck

First Phase

Bleck will initially attack you here while it’s just Mario. You can’t defeat him at this point; try to either jump on his head or hit him with Thoreau to reveal that he’s being protected by the Chaos Heart. After a bit of this, a cutscene will begin and you’ll be reunited with Luigi and the rest of the crew. Bleck will become vulnerable now, allowing you to take him down.

Second Phase

Bleck has a few attacks here.

  • Standard magical attack that deals three damage. Easily avoidable.
  • More powerful magical attack that looks similar to the first attack, but which deals eight damage.
  • Swooping physical attack. Can come from off-screen and hit you. Difficult to dodge.
  • Large black hole attack. This will be centered up off of the ground and will attempt to suck you in, but you should almost always be able to run away from it to avoid it.
  • Slowing attack that’s almost impossible to dodge (although you can perhaps avoid it in the 3D plane). Don’t worry about this; just move slowly for a bit, and it’ll wear off.

There are probably multiple ways to approach this fight, but our favorite was to use Luigi and his little superjump maneuver. Your Pixls will be mostly irrelevant here, since he moves too erratically to hit with Cudge or Boomer, and you have nothing to Thoreau him into to damage him. You can jump on his head to deal damage, if you like, but that is a tall task. It’s best to let him come to you and take him down.

Luigi can take down Bleck all by himself with his superjump ability.
Luigi can take down Bleck all by himself with his superjump ability.

So use Luigi (use Dasheel as your Pixl if you have him, to offset the speed draining power of Bleck). Situate him in the middle of the room on the floor, underneath one of the platforms, and press down on the D-pad to crouch. When you’re crouching, just wait…wait…wait for it…and BOOM! When Bleck comes down towards you, or flies across above you, spring up and hit him from below for lots of damage. He will very rarely come at you from the sides, and even if he does, you can still spring away to avoid damage and set yourself up somewhere else. You can even spring your way up and throw the magical attacks; you won’t take damage from them, either.

That’s more or less how we managed to beat him without getting hit. Simply lie in wait, dodge the magical and black hole attacks, and pounce on him when he comes your way or passes overhead. After a good eight or nine hits (you’ll be doing double damage with the superjumps), he’ll be finished, leading off to the next boss…


First Phase

After Bleck goes down, lengthy cutscenes ensue which result in a brand new enemy to fight. Dimentio’s battlebot is, again, initially invulnerable to attack, so try jumping on its feet or head a couple of times to prove this to yourself.

Second Phase

The real end boss is here now! But he’s definitely beatable. Here’s a rundown of Dimentio’s attacks in this form.

  • Single-shot attack that zeroes in on you and fires. You don’t see anything be fired, but you’ll see yourself getting targeted before this hits. Jump or run to avoid it.
  • Rapid-fire version of the above. Keep moving quickly to avoid getting hit, using Mario’s 3D power to run around Dimentiobot if needed.
  • Smashing attack where Dimentio will drop down onto you from above. This is preceded by another targeting system being thrown over you, this time with a large exclamation point over your head. Run to the left or right to avoid it.
  • The platforms here will have faces on their sides and will throw white cubes at you. This mostly occurs if you’re in the 3D plane. Slow-moving and easy to dodge.
  • Miscellaneous jumping and moving around; you can be hurt by simple contact with the sides of the robot.

Bouncing around on Dimentio's head will be extra effective if you're using Bowser.
Bouncing around on Dimentio's head will be extra effective if you're using Bowser.

Nothing special to do here, really; you need to get up on the platforms, get over the head of the robot, and jump on it to deal extra damage. You do your normal damage to the beast’s head and half damage to the body. We liked to use Mario for the jumping and moving around here; he’s fairly quick, precise with the jumps, and can morph into 3D mode to quickly maneuver around the bot if you get stuck against a wall or have to continually run to avoid the machinegun firing that it’ll be sending your way.

When you get near the head, though, you can switch to Bowser and use him to jump onto the head. Bowser will still do double damage when compared to Mario or Peach, and thus will be much more efficient at dishing out the hurt here. If you’re lucky, you can bounce around two or three times on the head; otherwise, you stand a good chance of bouncing down onto the neck area and repeatedly hitting the beast there.

Really, the Dimentiobot isn’t as bad as you may have been expecting. Stay mobile, aim for the head, and he’ll be polished off relatively quickly, leaving you with an appointment…with hope.

After The Credits

A few things happen after the credits end. If you save your game, then reload it, you can continue on with your adventure, first off; if you haven’t completed the Pits of 100 Trials, then you’re probably ready for them now.

To replace Tippi, you can speak to Francis in Chapter 3–4 and buy Tiptron from him for 999 coins. Basically the same as Tippi, but with a different name.

You can also return to chapter 6–1 and fight the full complement of 100 vassals now that that world has been restored.

Other parts of the old world have changed, as well. The Overthere is no longer under siege from the Underwhere denizens, and many of the residents of other parts of the various chapters will congratulate you on your journey.

Got a news tip or want to contact us directly? Email

  •   View Comments (0)
    Join the conversation
    There are no comments about this story