My Little Paper Mario

by Codex92


Lakilester the Great

Up along the northwestern path from the Wise Wisterwood, the group had found themselves standing by the edge of a wide pit filled with spikes, just like Applejack had said. And facing that pit was the blue flower blowing bubbles that she mentioned earlier as well, its petals opening and closing as it released some small bubbles. There was an upper pathway up top, but with how dangerous Flower Fields was at this point, everyone needed to conserve their energy for Huff N. Puff and his minions, so having the only four flyers able to carry someone would just exhaust them if they were to meet with the big boss up on Cloudy Climb.

"That's a lot of thorns," Fluttershy noted. "Where are they coming from?"

"No idea, but I'm not willing to take a dive in there if my life depended on it," Goombario said.

Looking over to the bubble-blowing flower, Applejack approached it. "Uhh, hello?"

"Hi!" the flower greeted, despite having no facial features like Petunia, Rosie, Posie, Lily, or Wise Wisterwood. "I saw you before, but I guess you didn't notice me."

"Oh, so ya are alive," Applejack said. "Ah'm sorry. Ya weren't like the others around here."

"I get that sometimes. I'm Bubble Plant, and I like blowing bubbles," it said, blowing out several bubbles from its "mouth".

"Bubbles!" Pinkie squealed, jumping up and grabbing them while giggling like a filly. "I love bubbles! I wish I brought some bubble soap to make bubbles too!"

"Well, I can make some really big bubbles if you give me a bubble berry," the Bubble Plant said.

"Pinkie actually managed to get a few of those berries," Twilight said.

"Oh boy!" the flower cheered. Pinkie stopped her playing and gave the Bubble Plant the bubble berries. "Ok, now watch this." Opening its petals wide, the Bubble Plant let out a few exerted grunts as the bubble it blew was several times bigger than the smaller ones it occasionally released. Once it reached its maximum size, the bubble flew out and hovered above them. "Phew. How about that for a bubble?"

"That's...impressive?" Bombette said with uncertainty.

"And what's the point of this big bubble?" Bow questioned.

Pinkie gave everyone the answer as she touched the bubble, which sucked her in as she yelped in surprise. The wind picked up and carried the earth pony over the pit of thorns, stopping at the other side to safety before it popped, plopping her to the ground.

"Hey! I made it!" Pinkie said. "That was kinda fun! I wanna do it again!"

"No, Pinkie!" Twilight quickly exclaimed. "Just stay right there!"

Pinkie whined and sat still with a sad pout. The Bubble Plant blew a few more bubbles for the bigger members of the group with what berries Pinkie managed to grab for those who weren't able to fly. Goombario, Kooper, Bombette, Sushie, Rarity, Applejack, and Mario jumped into their bubbles and were carried off to the other side by the wind while Twilight, Rainbow, Fluttershy, Parakarry, Bow, and Watt flew over to join them. There were some Lakitu patrolling the path, but they were quickly taken care of, along with their Spinies that hatched from their eggs.

Further down the path, they could see the stone tower where the sun of Flower Fields resided, the land around the structure dry and cracked from the intense heat it gave out. Thankfully, it wasn't unbearable as they stepped into the plantless area, spotting a few of the same vines in the pits growing behind the stone walls around the tower. The group ascended up the spiral stairway, where at the top was the sun they were looking for. The sun seemed miserable, floating on the tower's roof as it looked out to the land where all the flowers relied on its light and warmth to keep them alive. Unlike the actual sun, it was a varying shade of bright and dark orange, the rays around its head slowly spiraling around him.

"Whoa," Kooper uttered in awe. "Flower Field's sun."

Hearing them, the sun turned to the group. "Oh. Hey," the sun greeted, a masculine voice coming from the living sphere of heat and light. "I never get visitors. Mostly because no one ever wants to visit me." He let out a sigh and looked out beyond the tower. "But who'd want to visit a sun who can't rise through these dumb clouds? Ever since that Puff Puff machine was built, I've been constantly pushed back down by those thick, fluffy abominations darkening my sky...I'm a miserable failure as a sun. Flower Fields is suffering, and I can't save them."

"Now, don't ya worry none," Applejack assured. "We're gonna destroy that Puff Puff Machine and stop them clouds."

"And we'll also get rid of Huff N. Puff, too," Goombario added. "You can't give up hope just yet. You've got us to help you get back in the sky."

Looking at the six ponies, heroic plumber, and the mishmash of allies from the Mushroom Kingdom, the sun wasn't so sure they would be able to succeed. Then again, by their numbers alone, they all might stand a chance against Huff N. Puff, bringing a slight glimmer of hope to the moody sun.

"...I sure hope you guys can do it," the sun said. "But getting to where that machine was built is a bit of a difficult climb."

"Never fear, Mr. Sun!" Pinkie said. "You got Super Mario here to help solve your puzzles, fix your plumbing, feed you pills to kill those evil viruses, and pound things in the ground with a hammer! If Mario can't do it, then maybe Twilight can 'cause she's really smart!"

Mario scratched his head, wondering how Pinkie knew about the odd side job he had once as a doctor, but realized not to question it before he could try to ask how. The sun let out a small laugh, Pinkie's bubbly and hyper personality turning his frown upside down.

"I'll take your word for it," he said. "Just be careful getting there. And let the flowers know I'll rise again soon."

Once they had reassured the sun, the group waved him good-bye and made their way back down the tower. Making their way back to finally deal with the Puff Puff Machine, Pinkie suddenly froze as her tail began twitching.

"Uh oh! Twitchy tail!" Pinkie warned.

Their progress was halted as dozens of Spiny eggs rained down in front of their path, everyone thankful for Pinkie's warning as they stepped back from where the eggs landed. They didn't hatch, thankfully, but the Lakitu who threw them hovered down in front of them surprised Applejack as she recognized the sunglasses he wore.

"Not another step," Lakilester said.

"Lakilester?" Applejack said. "What in tarnation are ya doin' attackin' us!?"

He hesitated, gritting his teeth as he pulled out another Spiny egg from his cloud. "...I'm sorry, Applejack, but I have orders from Master Huff N. Puff," he said. "I have to beat Mario and take you in." Lakilester noticed the other mares among the group, clenching the fist holding the egg tightly as the earth pony he saved was reunited with her friends. "...That includes your friends, too."

"But why are ya doin' this?" Applejack asked. "Ya could just let us by."

"Two of the Lakitu came and reported seeing you and your friends with Mario when they confronted you," Lakilester said. Applejack winced, now realizing the mistake she made letting the two Lakitu go when they were defenseless. "I don't have any other choice. Like I said...I'm sorry."

Lakilester threw the Spiny egg at Applejack, the mare flinching as she shut her eyes and awaited the inevitable spiky projectile. Mario quickly jumped in front of her, smacking the egg back at the Lakitu with his hammer. Being more competent than the other Lakitu, Lakilester floated away from the deflected egg, pulling out more and throwing them down at the plumber. Mario ran forward, keeping himself away from the mares so they didn't get hit by the Spiny eggs, avoiding Lakilester's throws as he tried to get closer.

"Why is he doin' this?" Applejack questioned. "He said he didn't want to be a part of Bowser's army."

"And he's the one who helped you?" Twilight asked.

"Some friend he turned out to be, huh?" Rainbow said. "I'm gonna knock this turtle's block off!"

Rainbow joined Mario in the fight, speeding off toward Lakilester. While the Lakitu focused on Mario, his cloud turned around and blew out a long, powerful gust of wind. The pegasus was a bit surprised, flapping her wings hard to fight back against the hurricane-like winds coming from such a tiny cloud. Lakilester turned to face her, then threw a barrage of Spiny eggs toward her, propelled dangerously fast thanks to his cloud's gust. Through her squinted eyes, Rainbow yelped and tried to evade, but the slightest movement made her lose her balance and sent her flying back. Luckily, Parakarry tossed himself forward, using his shell to block an egg that was coming right toward her, then flew back to try to help her back on the ground.

"I didn't know Lakitu clouds could do that!" Goombario exclaimed in shock. "I knew they had expressions, but I never read anything about them actually creating wind currents that powerful!"

"So, in other words, Parakarry, Watt, Rainbow, and I are completely useless," Bow paraphrased.

"Can't you phase through anything, including air?" Twilight questioned.

"I have to be tangible to hit him!" the Boo corrected in annoyance. "And as soon as I reappear, that cloud might react faster than he does! It's like he has two heads!"

Parakarry lowered Rainbow down to the ground, hovering in the air as he watched Mario jumping around while smacking Lakilester's eggs back at him. "I can probably take him. I have gotten caught in a hurricane once, and no weather stops a mail carrier Paratroopa like me."

Parakarry flew off, assisting Mario as he ascended higher above Lakilester, then dived down to aim his kick down on his head. Lakilester dodged at the last moment, his cloud watching his back and warning him of the back attack. He then threw a barrage of Spiny eggs down on the plumber and mail carrier in a hailstorm of red-balled spikes. Mario's Lucky Star shimmered blue around his neck, using his super speed to grab Parakarry and get the both of them out of range from the raining Spiny eggs.

"He's really good at fighting," Twilight noted. "He works so well with that cloud, he can see what comes at him from his blind spots."

"You guys should just give up while you have the chance!" Lakilester shouted. "Make this easy on all of us!...Please, just give yourselves in..."

Applejack noticed his hesitation, even from the miserable expression on his cloud telling how Lakilester was feeling as well. She had a feeling he was forced to attack them, and if it involved his girlfriend, then she understood why he couldn't lose or give up. He didn't want to fight them, but he was being blackmailed, and he cared a lot about his lover more than anything.

"I think I know how we can knock him off his cloud," Goombario said as low as he could so Lakilester didn't hear them. "Twilight, if you can fire magic beams at Lakilester to keep him distracted, Mario can use his hammer, throw it, 'miss' on purpose, and while he and his cloud are distracted, he'll pull it back with his magic and knock him off."

"I think that might work," Twilight agreed.

The alicorn and hero nodded their heads and executed their plan. Twilight lit up her horn, firing weak beams of magic at Lakilester with perfect precision, making him fly around to avoid getting struck. She also shot back Spiny eggs he threw at them to keep them away from her. Mario flung his hammer hard, Lakilester avoiding it, but with him busy attacking and his cloud focused on watching out for the beams, they didn't notice Mario's hands glow purple along with his hovering hammer. Pulling his arms back, Mario sent his hammer sailing down, smacking Lakilester's head hard enough to knock him off his cloud.

His cloud panicked as the Lakitu yelled as he fell, unable to fly down to catch him without someone controlling it, only to be grabbed and held hostage by Rainbow Dash. Before he fell, Watt flew toward Lakilester and shocked him, sending him flying back and tumble across the ground, smacking to a halt into a stone structure that rested near the path. Lakilester groaned, his glasses askew as his body slightly twitched from the powerful jolt of electricity Watt unleashed on him.

"...Dang it," Lakilester grunted. The others surrounded him, Rainbow keeping his cloud held in her forelegs as he tried to prop himself against the wall, trying to stand up. "I knew I wasn't gonna win...Go on, Mario, do your worst. Do whatever you want to the guys you beat...A Fire Flower in the eye...A POW Block up the-"

"Wait! Stop!" a feminine voice shouted from above. Flying down through the clouds was a female Lakitu, her orange hair in a ponytail, and rode on a pink cloud unlike the other Lakitu they saw. She landed in front of Lakilester, holding her arms out to defend him, the beaten Lakitu cringing as she came to his rescue. "Please, don't hurt my poor, sweet Lakilester! Have mercy!"

"Lakilulu," Lakilester groaned. "Why are you here?"

"He didn't mean to hurt any of you!" Lakilulu continued, ignoring her boyfriend. "We were forced to follow Bowser's orders. We didn't want any part of being in his army, and Lakilester wouldn't even hurt a Fighter Fly."

"So, you're Lakilulu," Applejack said. "You're Lakilester's beau?"

"I am, yes," Lakilulu said with a nod. "And you're Applejack, the pony my Lakilester rescued. He's told me about you when we both had our breaks together."

"Lakilulu, why are you embarrassing me?" Lakilester whined. "Stop trying to defend me. I lost fair and square, and I need to take my beating."

Growling, Lakilulu turned around and slapped Lakilester in the face, nearly knocking his shades off. "You're such an idiot! I know you're only trying to protect me, but I can handle myself fine! Getting yourself killed just to keep me from losing my cloud doesn't help me at all! I can deal with being cloudless, but I'm not going to lose you!" Lakilester rubbed his cheek, the slap making everyone cringe as they saw a big red mark on his face. "And to make you worry less about me...I decided to quit being in Bowser's army and I'm on the run."

"What!?" Lakilester exclaimed. "Why would you do that!? Huff N. Puff-!"

"Forget that giant blowhard!" the female Lakitu said, making Lakilester and his cloud's jaws drop. "He's too busy with his head literally in the clouds to even pay any attention to me." She then turned around to the others. "Can't you all please forgive him? He's only doing this for me, and if he knows he doesn't have to keep worrying about me, he can quit working for Bowser and help you."

Everyone looked at each other, pondering if they should forgive Lakilester for attacking them. Applejack made the decision for everyone, taking Lakilester's cloud from Rainbow Dash's hooves and pushed it over to the couple.

"Ah sure am willin' to forgive him," the farm mare said. "He's told me he always worried about ya, and Ah know he didn't mean to hurt us on purpose. In fact, to make up for attackin' us, he should help us take care of that Puff Puff Machine he's been tryin' to sabotage before."

"Oh! Thank you, Applejack!" Lakilulu cheered, flying into Applejack and catching the mare off guard with a hug. She looked hopefully at the rest of her friends, the other mares willing to forgive and forget, and Mario was able to as well after seeing how skilled he was in a fight. "Thank you all!"

Lakilester groaned, feeling his masculinity dropping as his girlfriend ended up saving him from an honorable defeat. "Here ya go, sugarcube," Applejack said, pushing his cloud closer to him. "Can't get around much without this little fella."

Sighing in defeat, Lakilester climbed back up on his mount, then looked up at Lakilulu. "You drive me crazy, Lulu," he said, floating closer to her so their clouds could nuzzle each other. "And yet it makes me like you a whole lot more."

Lakilulu giggled, then leaned over and gave Lakilester a light kiss on the lips, perking his mood a bit. "What will you do without me, you silly Lakitu?"

"Probably get killed anyway?" he guessed, making Lakilulu roll her eyes. After she straightened his glasses for him, Lakilester turned to the others. "So, I guess I'm ready to redeem myself and finally do what I wanted to do since we brought that stupid machine here. Let's break that Puff Puff Machine."

"Glad to finally have ya on the right side," Applejack said.

Before leaving with a new member of their team, Lakilulu gave Lakilester one last kiss. "Come back to me in one piece, Lakilester. If you don't, I'm going to shove a Spiny egg right up your-"

"Ok, ok! I get it!" Lakilester said, laughing nervously as he slowly floated away from Lakilulu's menacing gaze behind her glasses. "I've already gotten beaten up enough. I'll be back when this is all over."

"Good," Lakilulu said. "I'll be waiting for you, 'Lesty'."

Lakilulu and her cloud gave Lakilester a wink, then flew off to the center of Flower Fields to hide from Huff N. Puff. The Lakitu blushed as he heard some of the girls giggling at his nickname Lakilulu gave him.

"You two are just adorable, 'Lesty'," Rarity teased.

Lakilester grumbled, crossing his arms against his chest as he pouted. "I should have changed my name to something better...like Spike."

"That name's already taken by somepony back home!" Pinkie chimed in, suddenly in front of Lakilester as he leapt off his cloud in surprise. "Or I should say 'somedragon', but you get the point! Your name stays Lakilester from this point on, no matter what other names you try to give yourself, Lesty!"

Letting out a frustrated groan, Lakilester hopped back on his cloud and hovered onward. "Let's just get this over with."

Making their way back down the path to the Wise Wisterwood, taking the upper walkway to bypass the wide pit of thorns they had to float across earlier, they began making their way northeast toward the Puff Puff Machine's location. There was another thorn pit, and the way up to the cliff where the cloud-making machine lies was only made possible by a row of platforms, each of them at a different height and colored red, green, red, green, purple, green, and purple in that order. It was impossible for all of them to even get across this odd bridge.

"How are we supposed to get through this?" Kooper asked.

Mario examined the first red block, then looked up at the higher one, noticing the arrow pointing up. Curious, he jumped on it, which didn't give with his weight, then he tried a ground pound. As soon as his butt slammed down on it, the red blocks began to rise up a section, and once it stopped, the arrow flipped around and pointed down.

"Well, that looks like a pain in the flank," Rainbow said. She flew around and got a better look at the bridge, finding the odd mechanics of the colored blocks to seem highly impossible for any of them without wings to make it across. "I think this weird block bridge is impossible for anypony without wings to even make it across."

"Mario could make those jumps easy, though," Bombette said. "I think those of us who aren't able to fly across should stay here. There should be plenty of us to take care of the Puff Puff Machine and whoever might be guarding it."

"If my cloud was bigger, I could probably carry each of you one by one up there, but the extra weight would keep us grounded," Lakilester said.

"Aww! Does that mean I don't get to beat things up with my hammer?" Pinkie asked with a whine, holding her mallet in her hooves. "I wanna smash the Puff Puff Machine, too."

Splitting up seemed to be the better option with this strange bridge obstacle, so the flyers, including Mario as he easily bounded over the blocks, made it across to deal with the Puff Puff Machine. Lakilester lead the way as Mario, Parakarry, Bow, Watt, Twilight, Rainbow, and Fluttershy following him as they continued down the simple path, attacking the Lakitu patrolling the area. They soon reached the location where the cause of the cloudy skies in Flower Fields. Spotting a group of Lakitu and a Magikoopa in a yellow robe guarding the machine, they ducked behind the wall to avoid getting spotted.

"Oh, crud," Lakilester groaned. "I forgot about him. That Magikoopa's some sort of higher up who was sent to monitor what we did and keep the clouds pumping out of that thing."

"Umm, how are we gonna break the Puff Puff Machine if they're watching it?" Watt asked.

"We're probably just going to beat them up," Bow said. "I like that plan along with breaking that machine."

"Same here," Lakilester agreed, pulling out a Spiny egg from his cloud. "I want to kick that Koopa's butt for ordering me around all the time."

"Hang on," Twilight interjected before the impatient members of their split up group got too hasty. "If we're going to have an easier time, we need to knock those other Lakitu from their clouds and deal with that Magikoopa's magic. Rainbow, first, you'll-"

"Already on it!" Rainbow said, speeding off and ramming straight into the Lakitu, sending them flying off their clouds and toward the ground with a thud.

"Huh!? What is going-!?" The Magikoopa yelped as Rainbow skid to a halt in front of him, blowing a raspberry and wagging her tongue around to taunt him. "O-One of those creatures! You little-!"

"Hey, nerd!" Lakilester called out, throwing a Spiny egg at the Magikoopa. He turned his head, only to get smacked in the face by the sharp egg and sent falling on his back. "That's for all the crap you keep giving us Lakitu!"

The Magikoopa groaned, shaking his head, then dropping his jaw as he saw who hit him. "L-Lakilester!? What are you doing!?" The rest of the group came out of their hiding spot, Twilight leering at Rainbow as she executed their plan before any of them were even ready. Upon seeing Mario, the yellow-robed wizard glared at the Lakitu, who was tossing a Spiny egg up and down in his palm. "You're betraying us? Huff N. Puff will take that cloud away from you faster than you can say 'Spiny'!"

"You know, I'm kinda sick of being afraid of losing my cloud," Lakilester said. He caught the egg, using his other hand to gesture the others to stay back. The other three Lakitu that were knocked off scrambled to get back on their clouds, but they couldn't jump high enough to reach them. "I'm done taking orders, and I'm finally going to get rid of this stupid machine I've been trying to break a week ago!"

"Wait, you were the one who was sabotaging the Puff Puff Machine!?" the Magikoopa exclaimed in shock.

"Oh yeah. That was me." He then dug his other hand into his cloud, grabbing some more Spiny eggs. "Today's forecast is gonna shift from cloudy to rainy, followed by clear, sunny skies. And it's not water that's going to be pouring down."

Lakilester spun his arms rapidly, sending hundreds of Spiny eggs raining down on his former allies. The four Koopas were repeatedly struck by the hail of red spikeballs, yelping in pain as some of them ended up sticking to their bodies. Stopping his onslaught after a few minutes, the Lakitu and Magikoopa could barely move without the sticky Spiny eggs pricking their skin, but they moved regardless, unable to handle Lakilester and outnumbered by the others with Mario among them.

"Let's get out of here!" the Magikoopa said, grabbing his broom, pushing the clouds down to the Lakitu, and leading them as they fled.

Lakilester cracked his knuckles, flexing his fingers after unleashing the hailstorm of Spiny eggs on his foes. "I feel so much better now." He then turned to his friends, all of them surprised by how many eggs he was able to throw after his earlier fight when he fought them. "...What?"

"...You...are...scary powerful," Rainbow said first.

"Is there even a limit to how many of those eggs you can throw?" Twilight questioned.

"Do the little Spinies even hatch when you throw them?" Fluttershy asked worriedly.

"...Uhh, in order: I'm tougher than I look, Lakitu clouds carry an infinite supply of Spiny eggs, and I can make the eggs hatch or keep them as spiky projectiles," Lakilester said.

"Ok, enough talk," Bow interjected. "Let's break this machine and clear up the skies."

Focusing their attention on the massive machine, they all approached it and began destroying it: Mario whacked it repeatedly with his hammer, Parakarry and Bow began ripping apart some of the levers and knobs, Watt zapped the Puff Puff Machine and made it sputter and short-circuit the electrical parts, Rainbow bucked one side of the machine, and Twilight began disassembling the other end, Fluttershy watching from a distance as she watched them destroy the machine. The outer shell of the machine began falling apart, along with the torn out pieces, the exhaust chute releasing the clouds finally sputtering to a halt as it powered down, unable to take the abuse as it exploded. Luckily, everyone backed away when they saw the sparks shooting out before it blew up.


With no more clouds filling the sky from the Puff Puff Machine, the gray clouds began to disperse, clearing the air and bringing the blue sky back upon the land. The sun from his tower looked up in awe, amazed that the saviors of the land had actually done it.

"They're gone!" the sun exclaimed excitedly. "Now it's time to bring back some sunshine in this land!"

He flew up into the sky, shining his rays down on Flower Fields as he brought warmth back to the floral denizens.


"Oh, precious sunlight!" the Wise Wisterwood praised, along with the Bub-ulbs as the walking sprouts cheered for the sun's return. "They did it! Mario and his friends have saved Flower Fields!"


Light shimmered down on Posie through the crystal berries hanging in the tree she was connected to, the long-nosed flower rejoicing as the sun returned. "Hooray! The sun's back! Yippee!" After flailing her leaves wildly in excitement, she paused and giggled to herself. "Oops. That's so unlike me, losing control like that..."


Lily stared in awe as the fountain of water spraying out from the Water Stone gleamed from the light of the sun, a rainbow forming in the mist of the small geyser as she watched the clouds disappear and the sun rise high in the sky. "They did it," she said to herself. "Now I can once again gaze at the sparkles of light reflecting off the water."


"Oh, the sun," Rosie said. "It's about time! Flower Fields has been saved! And, of course, the sun can only add to my beauty," the rose murmured to herself, gazing at her reflection in the crystal berry as the sun's light reflected off its crystalline surface.


"It's the sun!" Petunia cheered. "Oh, that heat feels so good!" While basking in the light of the sun, she looked around at the empty plain she grew in. "You know, maybe it's not so bad being stuck in one place after all. I feel so full of life again!"


The rest of the group waiting for Mario and the flying party to return looked up as the sky cleared and the sun shined down on Flower Fields. The land was saved, but that didn't mean it was over for now as they now had to deal with Huff N. Puff up in the brighter clouds floating above Flower Fields. They didn't wait long for the others to make it back, Mario leaping across the bridge as the others hovered down to the other side of the vine pit.

"Hooray! The sun's back!" Pinkie cheered. "Praise the sun, everypony! Even you out there reading this! Praise it as your lord and savior!"

"...What is she-?" Lakilester began to ask, only for everyone to shake their heads at him.

"Don't ask," they all said simultaneously, except for Pinkie who was busy bowing randomly to the sky.

"...Ok, then," the Lakitu muttered. "Well, that was a big weight that got off my chest. I'm finally glad to get rid of that stupid machine." Lakilester then looked up, finding the bright clouds floating above Flower Fields where he knew his former boss was hiding. Despite being terrified, he swallowed his fear and smacked his cheeks with his hands, he and his cloud wearing a determined expression. "Now it's time to deal with Huff N. Puff. But how are you guys going to get up there?"

"With a green hoof," Applejack said.

"You mean 'green thumb', right?" Lakilester corrected, only to realize a moment too late that Applejack didn't have digits on her hooves. "...Never mind. But, don't plants take a long while to grow?"

"Not if we already have Fertile Soil, a Magical Bean, and some Mystical Water," Twilight said. "Come on, everypony. Let's grow that beanstalk."

Returning back to the Wise Wisterwood, they could tell everything was already brightening up for the floral residents of Flower Fields. The wise tree thanked them, but their job wasn't done yet as they still had to deal with Huff N. Puff and rescue the Star Spirit he has held captive. Mario grabbed the watering can filled with Mystical Water where Rainbow hid it, carrying it over to the patch of soil where they buried the bean.

Pouring the water all over the soil, getting it nice and moist, Mario stepped back as everyone waited anxiously. In a matter of minutes, the bean suddenly began to sprout out of the ground, leaves growing out as the stalk began rising up from the ground. The tall stalk spiraled in two strands, the first one only rising a few inches higher than the second as they formed a helix-like structure. Everyone craned their heads up and watched the beanstalk grow several stories high until it breached the cloud surface of Cloudy Climb. After if finished growing record breaking heights for a beanstalk, a large leaf grew out from the helix-spiraled stalk, wide enough to fit several people on without anyone at risk of slipping off the edge.

"...Wow. That's some really good water," Lakilester said in awe.

"Mystical Water!" Pinkie said, holding the watering can and presenting it as if she were endorsing it as a product. "It's the quenchiest! Nothing's quenchier! It's Mystical Water! Buy some now!"

Lakilester scratched his head, his cloud blinking in similar confusion to his owner. "...Why...?"

"Just to make it easier on ya, sugarcube, don't question Pinkie Pie," Applejack said.

Deciding to take the mare's word for it, Lakilester shrugged his shoulders and let it slide. "Whatever."

"So, that's it?" Rarity questioned. "Do we have to climb this thing!? It's so high up!"

"Maybe we have to ride on the leaf," Goombario pondered, prodding the large leaf with his foot. "It was a Magical Bean, after all, so it should be like an elevator."

"I think it's worth a try," Kooper said. "All aboard, everyone."

Everyone without the ability to fly gathered around on the leaf, sitting down and waited for something to happen. The leaf suddenly shifted, startling the riding group as it began to move and rise up, spiraling similarly to how the stalk had. Some of them had clung on for dear life while Pinkie Pie cheered and waved her hooves up, thinking it was some kind of roller coaster. Twilight, Rainbow, Fluttershy, Parakarry, Bow, Watt, and Lakilester followed them, making sure to catch anyone if they did accidentally slip off the leaf as the group got closer to Cloudy Climb. Lakilester stared at the clouds as he floated higher, clenching his fists as he prepared to face his former boss.