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- Starfy: The main character, this hero has to save the universe from Dictator Sinister. This adventure will sure take him beyond the water!
- Starly: Starfy's sister, Starly is the second player who will help Starfy on his quest.
- Clover: Clover, the guardian of luck and peace, has been kidnapped by Dictator Sinister. Starfy has to save her!
- Blah: An old starfish, Blah is annoyed easily and very loud and arrogant. Despite this, he sets up nice little shops for Starfy and Starly.
- Moe: Starfy's best friend, Moe runs a nice little theater where he and his buddies talk about the recent happenings. Moe stays home for this adventure, but he can call Starfy using the Space Phone.
- Dictator Sinister: An evil lord who kidnapped Clover and took over the universe. Will Starfy defeat this being of total evil?
Great Sky Empire
- Pufftop Palace: The first level. Really really easy.
- Cloudaphunt Climb: The first animal buddy, Cloudaphunt, is introduced. Cloudaphunt can shoot clouds from it's nose to use as platforms.
- Mad Mack's House: Mack, an evil jumping swordfish, is a common enemy here. First water level.
- Danger Door: Another easy palace stage.
- Brine's Bay: An octopus named Brine lives here. Go underwater to find his favorite fish.
- Riser's Rafters: Boss stage. Riser is a giant weather balloon. To defeat Riser, avoid his wind gusts he shoots until he drops an umbrella. Run over pick it up and whack Riser. Repeat five times. Each time the boss speeds up. Riser gives you the Dull Scissors when you beat him.
- Great Sky Empire: Door to GSE world
- Save Central: A small town. Go in to save.
- Blah's Shop: Buy items here at any time!
- Mech Bay: You can bring items you get from beating bosses here to turn them into objects allowing you to access more of the map.
- Jack Jungle: Door to JJ world. Blocked by a door made of vines. Once the Dull Scissors are turned into the Adventurer's Knife, you can enter.
- Gateway: A small level you must beat to destroy a rock pile so you can pass.
- Metal Towers: Door to MT world. Blocked by an electronic door. Once the Metal Slab is turned into the Keycard, you can enter.
- Green Grove: A basic jungle level.
- Slither's River: A river stage where you meet another animal buddy, Slither. Slither can move very fast and stun enemies with his tongue.
- Terror Train: A train level with ghost enemies.
- Dark Grove: Harder jungle level.
- Bunston's Cave: Bunston has set up camp in a cave. He lost his space-suit, though! Look for it!
- Dr. Jack: Boss stage. Dr. Jack, a crazed jungle warrior, will jump around stabbing you with spears. His basic attack patterns will soon change into a ranged attack with huge jumps. Dr. Jack gives you the Metal Slab when you beat him.
- This game is very much like the Donkey Kong Country games. It's graphics are more realistic than previous Starfy games especially on the very DKC-like map screens, animal buddies are in the game, and there are many other similarities.