Super Mario 64 2 (Super Mario World 3D) is the sequel to Super Mario 64.


Every year, the Mushroom Festival is held in the Mushroom Kingdom. At each Mushroom Festival, New Mushrooms are Showcased, and there is a fireworks show.

This year, Peach invites Mario to Watch the fireworks in the Castle's secret tower. Mario goes to find Peach at the castle but instead finds a letter with Shroom Fume inside. He then falls into a deep sleep, and has a dream.

In his dream, Mario sees Peach and a Dark Figure similar to Shadow Mario take her into a dark portal. When Mario wakes up, a familiar voice says "Master Mario, WAKE UP!"

Mario wakes up to see a bunch of cowering Toads huddled around him, and Toadsworth staring into his eyes. "Master Mario, the Princess is GONE!" Mario gets up and goes to walk outside when Toadsworth says, Master Mario, don't go out there! There is a big storm! If you want to see your brother, he's Upstairs!"

Mario goes upstairs and finds Luigi. "Hey, bro! You woke up! That's a big relief! I thought you were dead! Boy, isn't there a big storm outside! They had to cancel the fireworks because of it!" Seeing Luigi isn't very helpful, Mario goes up into Peach's Room and finds a letter. "Dear Mario, Don't worry, I'm fine. There's a new Vanish Shroom in here. I don't know who invented it, but I thought it might come in handy sometime. --Peach

Mario uses the Vanish Shroom to sneak past the toads and Toadsworth, to find a Lonely Luma outside. "Where did she go?" I miss my home." The Luma will say, not noticing Mario. It will then turn around and say: "MARIO! I FOUND HIM!" and then it will whistle. A Koopa, a Goomba, and a Black Toad will appear and kidnap Mario.

Mario is then taken to a Jail Cell, and locked inside. Then Black Toad then tells a Story: "Once a long time ago, a Princess was born. She was Princess Peach. Later, an Evil Shadow, much stronger then Bowser, came and attacked the Mushroom Kingdom. This forced Princess Peach's Parents to flee, and they never returned. Baby Peach was all alone, sleeping in the Castle Nursery. When she woke up, the Toads, Toadsworth and I took her to a secret tower, the one you were going to tonight. In the tower, the Star Guardians, the Power Stars, were kept. We then used them to speed up time until the first day Bowser came. I then left the castle to form an Anti- Bowser army before the Koopas and Goombas joined him. I got some of them to join me, but some didn't and ended up joining Bowser. That is how Bowser got his army. Meanwhile, Toadsworth explained the Prophecy to Peach. The one that stated she must choose someone whom she trusts VERY much to be the Guardian of Light, the keeper of the stars, the one to keep evil from the Kingdom, and take them into the Hidden tower, or Star Tower, and ask them if they would do it. You see, she was going to choose you tonight Mario, because of all your Heroic actions. But she couldn't because the Dark Shadow, or Chaos Mario, came, kidnapped her, let the Power Stars out of Star Tower and took Peach to the Chaos World. We managed to get one star, but the rest are scattered throughout the Kingdom. Mario, the Portal to the Chaos World is locked with a Shadow Gate, that can only be opened with all of the Power Stars. Mario, we need your help, or before long, Peach will turn into the Chaos Queen! I have a Power Star for you, but first you need to become the Guardian of Light."

Black Toad, Toadsworth and Mario go the Star Tower, Mario becomes the Star Guardian, gets Black Toad's star, and sets out to open the gate.

As soon as Mario leaves the Castle, Yoshi runs up to him. "HEY MARRIOO! I want to help you on your journey!" He then pulls out a whistle. "I'll scatter these throughout the Kingdom! If you find one, blow into it! Then I'll come and you can ride on me!

Soon, Mario comes to a Castle. Inside, he Fights Magma Mario, and gets a Key Star, and he needs all five to open the Shadow Gate. Later, Mario finds out that Bowser was ALSO kiddnapped to test out the Chaos Power, the power that will soon turn Peach into the Chaos Queen. Bowser was turned into Chaos Bowser, and got sent into the Mushroom Kingdom to scatter all of Mario's different clones, including Magma Mario.

Mario then goes to World 2, where he fights 3 Chaos Toads, who, according to them, also got kiddnapped to test out the Chaos Power. He then fights the World Boss, Mr. M. Mr. M is a Mario Clone that looks just like Mr. L. He gets the second Star Key.

As Mario enters World Three, he meets up with Chaos Bowser. Chaos Bowser is the first of the Overworld bosses mario will encounter. Chaos Bowser then gives Mario his 20th Power Star. Black Toad then greets Mario and says: "Gaurdian of Light, Mario, there is a Letter at the castle for you." Mario goes to the castle to then find a letter from Peach: "Dear Mario, I thought this pouch might come in handy. Inside is one of the new shrooms, a Balloon Shroom. It will turn you into a balloon. --Peach"

Mario uses the Shroom Pouch to carry all of his Mushrooms throughout the game, and it works similar to the Item Storage in NSMBWii.

Mario goes to World Three, collects 10 more Stars and the Third Star Key from Morphio, the Morphing Mario clone. He also gets a Chaos Diamond, which he will need all three to weaken the Chaos Power.

In W4, Mario meets Chaos Jr., Bowser Jr. in Chaos form. He is the second overworld boss. Chaos Jr. Gives Mario the second Chaos Diamond, and drops a new power up, the Power Shroom. Mario then defeats a FAKE Chaos Mario, who gives him his Fourth Star key an HALF of the last Chaos Diamond. In W5, Mario meets the final Overworld Boss, Chaos Kamek, Kamek in chaos form. Chaos Kamek gives Mario the other half of the Chaos Diamond, and a Big Key. This is the Key to Chaos Bowser's Castle. When inside Chaos Bowser's Castle, Mario must Fight the each Chaos Koopaling, Chaos Jr., and Chaos Bowser. After defeating each one, Mario gets his final Star Key. However, All of the Chaos rubs off of Mario's foes, turns into a Giant Meter, and crashes into Peach's Castle. Mario runs back to see Black Toad. "We evacuated the Toads, but your brother is still inside." The castle is covered in Chaos, and Luigi jumps off the top. But he is Chaos Luigi. "Hey, Bro, I see you want to stop my master. Well, he isn't there, heh heh." After the confusing comment, Mario dashes to the Shadow Gate and sees C. Luigi run in.

In W6, Mario Fights Chaos Luigi. He has 3 Phases. In the first Phase, Mario must follow Chaos Luigi around and jump on his head 3 times. In the second Phase, Chaos Luigi pulls out a Chaos Wand. "Heh, this toy looks fun." Mario needs to dodge the chaos beams and jump on Luigi 3 more times. in the final Phase, Luigi uses the wand to create a sheild. Mario must now dodge oncoming Chaos Beams, Jump on Luigi's sheild to break it, and jump on Luigi's head. He does this 3 times. After defeating him, Luigi's chaos jumps off of him, runs away, and the other half of the last Chaos Diamond comes off of the Chaos Wand. Mario puts the halves together, and in a cutscene, all three Chaos Diamonds destroy the Chaos World. Yet Peach is no where to be found.

Mario and Luigi rush back to the castle and find Toadsworth in a Cage, along with all of the Toads. "It's Black Toad! HE IS THE CHAOS KING!!!!!!!! HE HAS THE CHAOS POWER! HE IS GOING TO TURN THE PRINCESS INTO THE CHAOS QUEEN, AND US CHAOS TOADS! DOOOOO SOMETHIIIIIIING!" Black Toad then walks over with a Black Crown on his head. "You can't stop me now, not even with the Chaos World destroyed! That was just a gimmick to keep you busy while I did this! Oh Chaos Queen!" Peach then walks over Comepletly Black wearing a Crown. "WHAT? I AM THE QUEEN! YOU MAY BE MY KING, BUT YOU DO NOT DEFY ME! WHAT ARE THESE HUMANS DOING UNCAGED?!?!" Black Toad then claps and Mario and Luigi are in Cages as well. "NOW IT'S TIME!!!!!" The Chaos Queen will then yell. There is then a ceremony where Black Toad then turns into the Official Chaos King. He and the Chaos Queen then turn Toadsworth and the Toads into Chaos Toads and order them to throw Mario and Luigi into Cheep Cheep River. After being thrown off a cliff, Luigi quickly pulls out two Aqua Shrooms. "Here bro! This will keep us from Drowning!!!!" Mario then unlocks another shroom, the Aqua Shroom. He and Luigi go to W7, and Luigi is now a playable Character.

In W7, Mario and Luigi face off against Chaos Wario and Waluigi. Mario also gets word that Mushroom Kingdom and soon the Entire World will be turned into Chaos Kingdom.

In W8, Mario and Luigi fight all of the Chaos Toads, Chaos Toadsworth, the Chaos King and the Chaos Queen. After the Battle with the Chaos King and Queen, Black Toad becomes normal again. "My, Queen, this, power, will help you, defeat, these, Fiends." Are his last words before he dissolves into thin air. The Chaos Power is then given to the Chaos Queen. She uses it to fulfill the Goal of rebirthing Chaos Kingdom. Mario and Luigi then face off in the Final Battle against Chaos Queen in the Chaos Void. The Battle has 4 Main Phases and 1 Secondary Phase. (A Secondary Phase is a Phase that is too short to count as an Actual Phase.) In the first Phase, C. Q. Flies around the stage and the player must jump on her 3 times. The Secondary phase then comes in when she Flies faster and must be jumped on once due to her speed. In Phase 2, She shoots Chaos Meteors at the player and must be jumped on 3 times. In Phase 3, she Flies around faster, but not as fast as the secondary Phase, and shoots Two Chaos Meteors at the same time. In the final Phase, She Flies same speed as last phase, but her meteors are faster.

After defeating the Chaos Queen, the final Power Star Emerges, Mario/Luigi collects it and Light is Restored to the World. Peach then comes out of the castle window similar to the prodecessor, and tells Mario one thing. "Mario, I am sorry about all this, please forgive me. Mario then nods, and Peach and Mario Redo the Mushroom Festival and have their special moment in the Star Tower. The Credits roll and the game is over. :)

World 9 is now unlocked with Special "Super Star" levels.


There is an overworld/hub to each World and these are the Overworlds:

W1: Mushroom Kingdom

W2: Buggy Desert

W3: Cheep Cheep Island

W4: Snowy Summit

W5: Chaos Bowser Road

W6: Chaos Provenince

W7: Gold Coin Isle

W8: Chaos Kingdom

W9: Shooting Star Galaxy

In this game the life meter has a new design that is similar to the SMG one. The only difference is that it has 4 life instead of three, and there's an M for Mario divided into fourths.

After beating W9, a cutscene is rolled in which the Chaos Power flies over and Giggles, then flies away, hinting at it's Return in another game.

Power Stars

There are a total of 126 Power Stars in the game, and these are all of them and their level names.

Mushroom Kingdom

  1. The Quest Begins
  2. Bop the Buzzy Beetles
  3. The Magic of Whistles
  4. Flipity Flop's Fleet
  5. Robo, No Go
  6. The Bossiest of the Bossy Bosses
  7.  Release the Kracken!
  8. Underwater Follies
  9. Castle's Key
  10. Road to Magma Mario

Buggy Desert

  1. Buzzy's Revenge
  2. The Shadow Sqaud
  3. The Wild Wild Wonky Flower
  4. Chomp Chomp Stomp
  5. Super Shroom, Meet Mega Shroom
  6. Rowdy Rumpus
  7. Cacti Atacti
  8. Dry Dry Desert
  9. Castle's Key
  10. Mr. M, the Red Lightning

Cheep Cheep Island

  1. Chaos Bowser's Wrath
  2. Swans don't Swim
  3. Cheepo the Cheep Cheep
  4. Bulbert the Bubble's Bobbity Bop

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