My Little Paper Mario

by Codex92


Huff N. Puff and Sneaky Disguises

After a few minutes and spiraling up the stalk, the leaf finally breached through the clouds as the party reached Cloudy Climb. All the clouds were bright and orange, almost like they were a field of flowers grouped together in a fluffy bunch that floated high in the sky. The ponies were in awe at how beautiful it looked compared to any cloud cities or structures back in Equestria, even putting Rainbow's artistically designed home to shame.

"It's so pretty up here," Fluttershy said.

"Ah kinda don't want to return to the ground after seein' this," Applejack said.

"Well, we don't have much time to sightsee," Twilight said. "Just let me focus on the cloud walking spell for all of us and-" Before Twilight was able to begin casting her spell, Mario walked off the leaf, and to the mares' surprise, walked on the cloud as if it was a physical platform. "Mario, h-how are you walking on these clouds!?"

Mario looked back at them, then down at his feet before shrugging his shoulders at the alicorn. "Lakitu clouds aren't the only clouds you can physically touch," Lakilester explained, the rest of the land bound Mushroom Kingdom allies leaping off the leaf and landing safely on the clouds. "They have some sort of physical property to them, kind of like the ones created by the Puff Puff Machine, only those ones bounce you back."

"But still, to actually walk on clouds is really cool for the first time!" Kooper said, suddenly gasping as an idea came to mind. "What if there's an ancient civilization that created a kingdom in the clouds!? Oh, the possibilities of what they could create out of the clouds around them! And imagine the complex structure of a castle or ruins created by this condensed water vapor, where they could created anything they ever desired and they functioned like-!"

"Ok, nerd, we get it," Bow interrupted, Kooper's cheeks turning red in embarrassment as he went off on a ruin-excavating tangent. "Don't turn into Kolorado and become incompetent while in the middle of a fight."

Knowing the clouds were safe to walk on without a cloud walking spell, the ponies stepped in the cloudy surface with trepidation, slowly getting used to walking on the clouds without an enchantment. "Oooh. Soft and cushy," Pinkie commented, bouncing on the clouds a little. "I could take a nap on these clouds any day."

"So, where's the villain in charge of ruinin' this land?" Applejack asked Lakilester. "Ah'm gonna show him not to mess with nature on mah watch."

"Huff N. Puff's down that way," the Lakitu said, pointing to a stairway of clouds leading further down the climb. He let out a nervous grunt, swallowing his fears as he lead the others toward his former leader's resting spot. "Man, he's not gonna be happy when he sees me...but I'm done cowering before that blowhard of a cloud."

"What is Huff N. Puff exactly?" Goombario asked. "Judging by his name, he sounds like a massive Ruff Puff."

"You don't know the half of it," Lakilester muttered.

Climbing higher to the highest point of Cloudy Climb, they spotted a strange mound of brown clouds buried in the colorful cloud platform. Lakilester took in a deep breath, recognizing the oddly contrasting piece of cloud as they approached it.

"What is that?" Rarity asked. "This brown does not compliment the beautiful, flowery colors of these clouds."

"Umm, is it a nasty growth?" Watt asked.

"I wanna touch it!" Pinkie said, bouncing over to the brown cloud, only to yelp as it wiggled, quickly zipping back behind the others. "Ok, maybe not!"

"Mario!" a booming voice said, coming from the brown cloud. "You and your little friends had destroyed my Puff Puff Machine and get rid of my clouds! You all ruined my plans...And Lakilester, you decide to betray me?"

"Y-Yeah, that's right!" Lakilester said. "I'm not gonna be bossed around by you again, Huff N. Puff!"

"Your precious Lakilulu will lose her cloud. You realize this, yes?" Huff N. Puff asked.

"You're not taking either of our clouds!" Lakilester exclaimed a bit more confidently. "You'll have to pry mine from my cold, dead body if you want it that badly!"

"...You are a fool to try to challenge me, Lakilester," Huff N. Puff said. "Even if I weren't ordered by Bowser to destroy Mario, I would have done so regardless!"

"Well, you're outmatched!" Rainbow said. "There's only one of you and fifteen of us!"

"Don't underestimate my power," Huff N. Puff warned. He then rose up from clouds, revealing his puffy face with his red eyes, a nose, and mouth, along with having a pair of arms unlike the Ruff Puffs. "Once I destroy Mario, I'll take those six creatures and turn them over to Lord Bowser. Prepare for the worst storm of your life, because you will never take this Star Spirit from my hands!"

Huff N. Puff lunged forward, falling down onto the group to try to body slam them into the cloud. Everyone scattered, avoiding the giant Ruff Puff and surrounded him. "Try hitting us when you're as slow as molasses!" Rainbow taunted before rushing forward, bucking Huff N. Puff hard. It did hurt him, but the blow popped a few Puffs out from his body, hovering around the large evil cloud creature as they eyed the pegasus. "What in Equestria!?"

"Uhh, did I forget to mention how Huff N. Puff is that big in the first place?" Lakilester said, laughing nervously as he cautiously watched the smaller Puffs. "He has Tuff Puffs inside him as backup. So, Rainbow, when you say we outnumber him...he actually outnumbers us if we hit him too many times."

"Master Huff N. Puff, we wish to pummel these guys, too!" one of the Tuff Puffs said. "Permission to attack the traitor!?"

"By all means, get rid of Lakilester, and take his cloud away from him!" Huff N. Puff said.

The small Puffs flew off toward Lakilester, the Lakitu quickly flying away as he was chased. As he avoided the Tuff Puffs, tossing Spiny eggs at them, Twilight had noticed Huff N. Puff had shrunk a little from his original massive size when he was hit. There was only one thing to do against this cloud: attack like crazy and get rid of the Tuff Puffs inside him to actually defeat him.

"Everypony rush him!" she shouted. "Avoid the Tuff Puffs when they come out, but keep hitting him!"

"Good! More things for me to slap around!" Bow said, zipping forward as she turned intangible, then reappeared in front of Huff N. Puff and slapped him several times. Tuff Puffs popped out from him, then engaged in chasing after the Boo. "Come on! You little balls of fluff want me? Then chase me!"

"Bow, watch out!" Lakilester called out.

Bow turned around, only to be caught off guard as the ones chasing the Lakitu suddenly intercepted her, knocking her to the ground as all the Tuff Puffs began crushing the undead life out of her in a massive clump. "Hang on, Bow!" Bombette called out, lighting her fuse and rushing the dogpile of clouds. Leaping on top of the pile, she self-destructed, turning the Tuff Puff's into puffs of smoke as they were killed. Bombette landed beside Bow, the Boo groaning as she shook her head. "You alright?"

"I think so," Bow uttered.

"Be careful!" Lakilester warned, flying over Huff N. Puff and distracting him by throwing Spinies at him, knocking more Tuff Puffs out of his body and shrinking him more. "The Tuff Puffs are connected to him! They can communicate with each other with their thoughts alone!"

"Then we need to watch each other's backs!" Kooper suggested. Just as everyone ran or flew forward to attack Huff N. Puff, the cloud took in a deep breath and blew out a heavy gust of wind. Those caught in his direction struggled to cling onto the cloudy ground as they were nearly blown off their feet, Kooper being one of them. "Agh! It's like he's blowing out a tornado!"

"He's messing up my hair!" Rarity whined as she too was caught in the hurricane winds. "Somepony stop him!"

Watt flew in with a battle cry and zapped Huff N. Puff, but the electrical zaps upon contact did nothing as he absorbed her electricity. "Uh oh...Umm, I don't think I can fight the evil cloud thing."

"A little Watt doesn't frighten me. Now buzz off, you floating lightbulb!" Huff N. Puff said, slapping Watt away, making her fly off and hit the ground in a daze.

Mario ran forward, hammer in hand as he leapt up and bounced on Huff N. Puff. Jumping higher in the air, he flung his hammer up high, then flipped himself around to dive back down on the cloud. He hands glowing purple, he sent his hammer sailing down after him, slamming it into his feet to boost himself down. They then began glowing blue, his fists thrusting rapidly at a blinding speed, punching Huff N. Puff while knocking several Tuff Puffs out of him. His body was now shrunk to a smaller size before Mario stopped, leaping away from him as he skid to a halt on the clouds, adjusting his hat as he stared down the large cluster of Tuff Puffs he created.

"Great job, Mario!" Goombario commented. "Looks like Huff N. Puff's on the ropes!"

"Oh, really?" Huff N. Puff questioned with a smirk.

He then sucked in a deep breath, the Tuff Puffs flying in front of him as they purposefully got sucked inside him. Everyone stared in shock as he regained the same size he was before Mario knocked them all out of him, healing himself of any damage that was just inflicted on him.

"Oh come on!" Pinkie exclaimed in annoyance. "I hate bosses that heal themselves! As if we don't have a hard enough time staying alive while fighting them, they pull this stupid tactic on us!"

"How do we stop him from suckin' those Tuff Puffs back inside him!?" Applejack asked. "Ah don't think we can keep up with him or any of them clouds if they come after us in a group!"

Lakilester remembered what had just recently happened with Bow when she was attacked by a cluster of Tuff Puffs. Bombette blew up on them, and they disappeared after they were hit.

"I got it!" he said. "You guys attack him, and when there's enough of them, I'll handle them!"

"None of you will stand a chance!" Huff N. Puff said.

He suddenly turned red and glared angrily as he strained, creating an electrical current in his body. With electricity coursing through him, there was no way anyone was able to physically deal any damage to him as he began charging up for a dangerous attack. Sushie didn't want to risk squirting water at Huff N. Puff if the jolts coming from him would conduct and shock her, so the only ones able to hit him without getting hurt were Mario using his hammer, Twilight's magic, Lakilester's Spiny eggs, or Kooper and Parakarry hiding in their shells as they were used as projectiles.

Mario's eyes flashed pink, getting another vision seeing the outcome of what Huff N. Puff was going to do after charging up. He unleashed a bolt of lightning down on them, which hit Applejack as it electrocuted her and sent her flying across the cloud, tumbling to a halt as she was knocked unconscious with her body singed with a terrible burn mark on her back where she was struck. The vision ended, the plumber quickly looking over at the farm mare as she avoided the Tuff Puffs the only ones who could hit Huff N. Puff came out of. Hearing the large cloud let out an exerted growl, Mario ran toward Applejack, the Tuff Puffs bucked away by the mare and leaving her free from the mini clouds. Huff N. Puff unleashed his lightning bolt, aiming right at the mare, but Mario dove toward her, saving her just in the nick of time as the bolt barely missed them as they slid across the cloud.

Applejack felt the cloud rumble from the lightning strike that almost hit her, letting out a sigh of relief as she and Mario stood back up. "Wow. Thanks, sugarcube," she said. "Ah didn't think that would go straight for me."

"Mario's 'Mario Sense' strikes again!" Pinkie cheered before letting out a crazy battle cry as she ran at Huff N. Puff with her hammer, who was no longer conducting electricity after unleashing it all.

Lakilester was a bit worried when he saw his former boss using such a deadly attack, and it almost hit Applejack out of all of them. He was thankful Mario somehow knew who it was going to hit, unwilling to see the pony who trusted him almost get killed. The Lakitu readied his eggs, watching the others knock more Tuff Puffs out of Huff N. Puff. As soon as he saw enough of them to take out, he unleashed a hailstorm of Spiny eggs down on them, clonking them in the head and destroying them before Huff N. Puff tried to suck them back in.

"Suck on my Spinies!" Lakilester taunted.

Huff N. Puff turned to the Lakitu, flying after him, his smaller form making him move faster as he managed to grab him in his hands. "You made a big mistake betraying me," he growled, squeezing Lakilester in his grasp, forcing him off his cloud as it watched in horror. "I had a feeling something was up with you the moment we arrived in this happy-go-lucky land below us. Even while you were on guard watching the Puff Puff Machine, it always ends up breaking down, but as soon as I commanded you to search for that creature, the malfunctions stopped." Lakilester's eyes widened, his plans to sabotage Huff N. Puff already known to the menacing cloud crushing him in his hands, and yet he allowed the Lakitu to continue out of suspicion. "And you were the strongest of the Lakitu hired to work for me. You'll pay for your betrayal!"

Huff N. Puff threw Lakilester hard, sending him bouncing across the clouds and slid across until he nearly fell over the edge, clinging onto the cloud for dear life as he struggled to pull his tiny body up. "Lakilester! Hang on, sugarcube!" Applejack called out, running toward him while the others backed her up. Huff N. Puff grabbed Lakilester's cloud and was about to stuff it in his mouth, only for Rainbow Dash to dive into the evil brown cloud, sending a few Tuff Puffs popping out of him on impact. Applejack leapt onto the grateful cloud, quickly figuring out how to control it as she rode over to Lakilester. Lakilester grunted, despising how tiny his kind was as he can't lift his legs up to get some leverage to climb back up, his small arms slowly beginning to give out as he began to slip. He yelped as he lost his grip, but Applejack dove off his cloud and slid forward, snatching his arm in her mouth. "Gotcha!"

Applejack quickly pulled Lakilester back up to solid cloud, easy enough for even Fluttershy to carry with how light Lakitu are, which explains how they're able to easily fly on their clouds. "Thanks, Applejack," Lakilester said. "...I guess this means we're even?"

"Ah'd say we are," Applejack said. They turned back to Huff N. Puff and their friends fighting him, getting smaller and smaller to the point where he was only a few times the size of the Tuff Puffs floating around to try to gang up on one of them and squeeze the life out of them. "Looks like he won't last much longer."

"Yeah, he's just about done," Lakilester said. Reuniting with his cloud, he cracked his knuckles and pulled out a few Spiny eggs. "Let's end this!"

Lakilester flew off toward Huff N. Puff, Applejack following after him on foot as they rejoined the fight. Mario was getting squeezed by the Tuff Puffs, struggling to break free of them clustering him and crushing him with their puffy bodies. Sushie, Kooper, and Goombario struck them to break them off him, freeing him while also killing off the little puffballs that could regenerate him if he sucked them back inside. Realizing he was losing, Huff N. Puff grew desperate as he charged himself with electricity again, floating up higher and out of the grounded party's reach.

"No! You can't beat me!" he yelled. "I don't care if I singe those creatures Lord Bowser wants! I'll zap every single one of you off my clouds!"

Lakilester gasped when he saw the erratic amount of electricity building up in his former boss, quickly floating down to the clouds everyone stood on. "Everyone, get by me! Quick!"

"What's he gonna do!?" Rainbow asked.

"Just get close to my cloud!" Lakilester commanded. None of them knew what he was planning to do, but everyone surrounded him, limbs of all kinds touching the Lakitu's cloud. He dropped the eggs he carried, placing his hands on his cloud as he closed his eyes in concentration. "Alright, buddy, this might exhaust you, but we know what Huff N. Puff's gonna do. Think you can handle it?" Feeling the cloud shift slightly as it nodded with a determined glare, Lakilester needed no further confirmation. "Alright."

"Uhh, Lakilester?" Applejack asked worriedly. "What are ya doin'?"

Without giving a response, the others looked up as they heard electricity crackle dangerously from Huff N. Puff. The cloud let out a roar as he dove down, his red face sparking with a dangerous voltage of electricity swirling around his body as he was ready to slam down on everyone. Before they could all try to scatter, Lakilester let out a yell and slapped his hands down on his cloud, causing it disperse around everyone and create a small, temporary Lakitu cloud that surrounded their bodies like a protective suit with a popping sound. Confused by the clouds they wore, Huff N. Puff's shadow getting bigger as he fell faster broke their attention as he slammed himself down on the ground, creating a powerful shockwave of electricity and causing a devastating earthquake, which was impossible to do on a soft, cloudy surface they all stood on.

Everyone had flinched as soon as he landed, but miraculously, no harm came to them. When Huff N. Puff looked up, panting heavily as he exerted so much of his rage into his last desperation attack, his jaw dropped when he saw all of them standing, protected by Lakilester's special skill.

"N-No," Huff N. Puff uttered in fear, the Lakitu staring him down as his cloud seemed to pant heavily. "Y-You didn't...You used-"

"Cloud Nine," Lakilester finished, pulling out a dozen Spiny eggs from his cloud. "You're not hurting anyone else today, Huff N. Puff: not the flowers in Flower Fields, not Lakilulu, and not my friends!"

With several hard throws, Lakilester flung his Spiny eggs faster than the dark cloud could reacting, not only smacking Huff N. Puff repeatedly, but the ones that bounced off also fell and landed on the Tuff Puffs that remained inside him. With one last hard throw, smacking Huff N. Puff in the face, the small brown cloud let out a pained groan as his body suddenly puffed up, followed by exploding as several Tuff Puffs screamed as they flew off several miles away from the powerful explosion. Falling out from inside of what used to be Huff N. Puff was the next captured Star Spirit, the enchanted card floating gently down to the cloudy platform.

Looking down at the Lakitu clouds covering their torsos, everyone was surprised that they managed to survive such a devastating attack. Lakilester's cloud landed on the surface of the platform of Cloudy Climb, having passed out after using a lot of its energy to protect everyone.

"What is this?" Twilight asked in awe, poking the Lakitu cloud around her body curiously.

"Cloud Nine," Lakilester said again. "Something I've learned how to do while training. It helps boost evasion from certain attacks, like Huff N. Puff's last ditch move, though using so much energy from my cloud exhausted the poor guy." He pet his cloud, letting him rest as he continued explaining. "With maybe just one given these temporary clouds, it'll still be awake, but with everyone caught in his attack, I wasn't going to risk getting the rest of you guys hurt."

"Oooh. It's really soft," Rarity commented, wishing she could mold her cloud "outfit" into a dress.

"And fluffy!" Pinkie added. Unfortunately, the clouds effects didn't last forever, all the clouds poofing out of existence. "Awww. They're gone."

"At least we beat Huff N. Puff," Goombario said. "Let's get the Star Spirit."

"Ah think it fell over here," Applejack said. She approached the general area where it landed, fumbling around the orange, fluffy surface of Cloudy Climb's cloud until she felt the card. "Found it." She grabbed it with her hooves and looked at it, a yellow Star with a pink bowtie and held a book in one of his arms. The farm mare headed back to the others, wondering how they were going to get the Star Spirit out of there. "So, Twilight, ya know any spells to break this Star Spirit free?"

"Just give it to Mario," the alicorn said vaguely, hers and the rest of her pony friends all giving her grins as they knew what would happen.

"Uhh, Ah don't think Mario has any magic aside from borrowin' yours with that star pendant thing ya told me about before..." Receiving silence as everyone anticipated what was about to happen, she looked at Mario, who simply held his hand out to take the card with a similar grin everyone else except Lakilester had. "...Well, alright then. Here goes nothin'."

Applejack gave Mario the Star Spirit, and the moment he touched it, the card began to shine brightly as it floated out of both of their grips. Mario pulled out his Lucky Star pendant, noticing it flash orange as the last arm of the star turned orange, now complete with the Mane Six's colors and their unique abilities they granted him. The card began spinning faster and faster in the air, surprising Applejack and Lakilester as the magic sealing the Star Spirit was about to break. The card shattered, freeing the trapped Star as he spun around, slowing to a stop as he suddenly felt dizzy after the spell broke.

"Oooh. Goodness me," he said. "I should work out with Muskular when I get the chance." Looking down once his vision wasn't spinning, he straightened his bow tie and floated down to them. "Greetings, all, and thank you for rescuing me. I am Klevar."

"I get it!" Pinkie said. "Because his name sounds like 'clever', and he has a book, which makes him look smart!"

"...Erm, I am actually highly intellectual, and this book is just a novel I had on me before I was captured," Klevar said. "I started getting bored after I read through it all the first day we Star Spirits were imprisoned, and I couldn't help but reread it and pray Mario would come to my rescue." The Star Spirit cleared his throat, getting back on topic. "Anywho, there is only one Star Spirit left to save. I shall bestow upon you my power: Time Out." Klevar raised his free arm up, sending sparkles down on Mario as he granted him his unique power. "With this, I will freeze your foes in time, giving you a chance for a few sneaky low blows. Or flee, whichever preferred method brings more success.

"Well, I'd best be getting to Star Haven now." Klevar brought his attention to Twilight and her friends, floating closer to examine the ponies. "Hmm...You six must have been that magical anomaly we all felt before Bowser invaded our temple and took the Star Rod from us."

"Yes, we are," Twilight said. "I'm Twilight Sparkle, and these are my friends; Pinkie Pie, Rarity, Rainbow Dash, Fluttershy, and Applejack. I think Eldstar can give you a brief summary of what I told him. And you can tell the other Star Spirits that they don't have to worry about finding everypony, now that we're back together."

"I shall relay this message posthaste to my fellow Star Spirits upon my return. Farewell, everyone! We await for you once you save Kalmar!" Klevar took his leave, soaring up high into the sky and returned to Star Haven to regain his strength.

"We're almost there, everypony!" Rainbow cheered. "One more to save until we kick Bowser's butt!"

"So, what was with that light show around Mario?" Lakilester asked. "Is that thing how Mario was able to do that magic thing with his hammer?"

"That and among other things," Twilight said. "Whenever one of us gave Mario a captured Star Spirit, our magic gets infused with his Lucky Star, which was why we suggested Applejack gave it to Mario so he could get something from her."

"That would explain the strange tinglin' feelin' that happened when that card began glowin'," Applejack said.

"And now Mario has something from all of us!" Rainbow said. "Levitating his hammer from Twilight, seeing the future from Pinkie, better vision from Rarity, super speed from me, and protection from Fluttershy!"

"I wonder what Applejack gave you, darling," Rarity wondered, though judging by how strong Applejack was, the party native to the Mushroom Kingdom looked at each other as they had a feeling they knew what it was.

"Super strength," they all said, Mario nodding his head in agreement.

"...It does seem a bit obvious when you think about it," Fluttershy said softly.

"Or maybe Mario can tell if anypony is lying." Pinkie rubbed her chin in thought, then bounced toward Mario. "I have a black mane, orange eyes, and I have a pair of wings!" Mario blankly stared at Pinkie before slowly shaking his head. "See!? He knew I was lying!"

"I don't think that's it at all," Twilight said. "The Lucky Star didn't glow and there's no colorful aura around a part of Mario."

"Well, whatever it is, we'll just have to wait and see when Mario fights," Goombario said. "For now, let's head back to solid ground and recuperate a little bit. Lakilester and his cloud are pretty beat."

"No kidding," Lakilester said. "Anyone mind giving me a push? I don't think my cloud'll be up for a while."

With everyone agreeing on the short break before moving on to find the final Star Spirit, they all made their way back to the beanstalk to head back down to Flower Fields, Applejack helping Lakilester as she pushed his cloud along.


Peach stared at the magical umbrella leaning against the wall, her consolation prize for the quiz show she won earlier. She studied it as she recalled what the Sneaky Parasol does from what Mr. Hammer had explained to her. Humming in thought, she wondered if it was possible for her to actually turn into someone else by using this strange parasol and attempt to escape using this. Just pretend to be one of the guards in the castle, find a way out, and make Bowser angrier than he ever has been in his life when he realizes she's missing.

"Hey, Twink?" Peach asked, but she didn't need to ask the Star Kid as he knew exactly what she was thinking.

"Oh yeah," he said mischievously, rubbing his arms together with a wicked grin. "Let's see if this umbrella can really turn you into someone else."

"But what if it's a fake and Mr. Hammer only said that to make me think it has the power to turn me into someone else?" Peach questioned.

Twink's grin faltered as he hummed in thought. "Oh...I didn't think about that..." He soon had an idea, flying over to the umbrella and handed it to Peach. "Use it on me to test it out!"

"Ok." Holding the Sneaky Parasol out at Twink, Peach tried to figure out how to make it work since there was no clear instructions on how to activate it.

It looked like a simple umbrella, no special button or switch attached to it that makes the transformation possible. Keeping it aimed at Twink, she opened the parasol, even though she was told by Toadsworth to never open one indoors at all times. Light sparkles shot out from the end of the parasol, surprising the two of them as they struck Twink, but instead of hurting him, Twink felt nothing as the sparkles merged and created an outline of the Star Kid. Those same sparkles suddenly came out from the underside, surrounding Peach as she yelped in surprise, her body transforming underneath the lights. Once they faded, the princess was now a perfect replica of Twink, holding onto the parasol with one arm while the original stared at the double in awe.

"Whoa! Princess, it worked!" Twink said. He floated around Peach as she got a look at herself. "Wow, this is incredible! Now that you're like me, we can just fly out of here! Those guards aren't all that smart after all giving us this thing!"

"Umm, Twink, I didn't really turn into you completely," Peach said as she noticed something odd. Even though she was disguised as the Star Kid, she could exactly float around like him. She may seem to be hovering in the air, but she still felt grounded as she stood on her bedroom floor. She hopped up and down, moving up a little bit, but her appearance as Twink kept her "floating" a few feet off the ground. "I can't fly around like you can. I guess this parasol only makes someone look like someone else, not give them their full abilities."

"Oh...I guess they are smart," Twink said dejectedly as his idea blew up in smoke.

"But, maybe we can sneak out as one of the guards," Peach said, already coming up with a plan B. "Now how do I turn myself back?" She fumbled with the umbrella until she found a small button at the bottom of the umbrella's hilt that wasn't there before. She pressed it, the sparkles flowing out from her and returned into the Sneaky Parasol, reverting her back to her normal self. "Huh. So this button only pops up while I'm in disguise in case I need to turn back. Oddly creative."

Once she got used to how the Sneaky Parasol worked, Peach and Twink used the secret exit from her room to sneak out into the study on the other side of the spinning platform. Carefully opening the door, they both poked their heads out, though they were surprised to see not many patrolling guards wandering around the second floor. There was one of the guards standing in front of her bedroom door, and two of them seemed to be in the middle of a conversation, all of them without flashlights. With the cover of darkness in the building, Peach used this to her advantage and snuck up to the two Koopatrols talking.

"So, what exactly does Kammy want with those creatures?" one of them asked curiously. "Bowser doesn't really want anything to do with them after he blasted them out of the castle with Mario."

"I think she said something about 'strange magical energy' that came from them," the other Koopatrol said. "She wants them captured to study them and figure out where they came from. She says they're not from this world since they're like mythical creatures in folklore."

"I kinda don't see the big deal," the first one said, neither of them noticing Peach creep up on them with her Sneaky Parasol ready. "We already have Magikoopas and Kameks able to cast spells, and Bowser has the Star Rod. How much more magic does Kammy need?"

"I don't know, but with Mario rescuing the Star Spirits, she's been getting desperate to ensure Lord Bowser doesn't lose again with her secret weapon." As soon as she got close enough, Peach silently opened the parasol, shooting out the sparkles as they surrounded the first Koopatrol. Luckily, neither of them seemed to notice the sparkling lights, nor the ones around Peach as she transformed into one of them. Disguised as a Koopatrol, she froze as she waited for their reactions, but they didn't seem to notice her as they were too deep in their discussion. "I've only seen a glimpse of it while I worked on it a little, but Kammy Koopa says that Mario is sure to lose again with what it can do."

Peach snuck away, letting out a quiet sigh as soon as she was far enough away. Hearing this new information made her worry. As much as she needed to know what Kammy was planning, she didn't want to lose this opportunity to escape from her castle and Bowser's fortress beneath it.

"So, what is Kammy planning on doing?" Twink asked as they made their way to the first floor's foyer.

"I don't know, but I'm a bit concerned with what she's been working on," Peach whispered. While passing by some guards on patrol, the Koopatrols greeting their fellow patrolman when they saw her in their lights, startling her for a moment before returning the greeting, lowering her voice to sound masculine as best as she could. When they reached the front doors, Peach completely forgot there was a lock placed on it. "Oh no. One of the guards must have a key to this lock, but which ones?"

"Try asking around?" Twink suggested, even though they both knew it was a stupid idea and would likely get her caught with her fake male voice.

She didn't have much of a choice, meeting with the patrolling guards and asking them if they had the key to unlock the front doors. They eyed her suspiciously, questioning them where her key was, which she answered she left them in her other shell. They bought it, but they unfortunately didn't have the key for that door. She went back up to the second floor, ignoring the chatty guards and the lone Koopatrol standing bored at his post in front of her room and tried to upper floors. She wasn't able to explore anywhere above the second floor since there was always a guard standing in front of the doors, but now that Peach was a Koopatrol, maybe she could get by.

"Uhh, excuse me," Peach said with a deep voice. "I'd like to pass?"

"On patrol, huh?" the guard asked, Peach nodding her head in response. "Alright. Head on through."

The Koopatrol stepped aside and let pass. It felt like forever since Peach had wandered any of these halls, walking up the steps and passing by another patrolling Koopatrol walking back and forth in the hall. On the other end was yet another guard blocking the door, though he seemed a bit agitated and exhausted.

"Where the heck is my relief!?" he complained, letting out a frustrated groan. "My shift has been over for the past hour, and I want to just go to my bunk and sleep! I bet that slacker's snoozing...again!"

"Uhh, are you alright?" Peach asked.

"Of course I'm not alright!" the Koopatrol exclaimed. "That lazy Clubba's supposed to be my relief shift, and he always does this! I don't get paid enough overtime for his laziness! I swear, if he doesn't show up in the next five minutes, I'm going to write a report to Lord Bowser about his constant no-shows!" He reached into his shell and pulled out a key, giving it to Peach with a harsh shove. "Here, use this key to unlock the front doors of the castle. I bet he's right outside taking a twenty-four hour nap. Get him up here right now before I impale him with my spiky shell!"

"Ok, ok, I'm going!" Peach said, quickly running back downstairs until she was out of the angry Koopatrol's sight. Ignoring the guard down by the door as she ran out, she calmly made her way back down to the first floor, clutching the key as she seemed terrified of that irate Koopa. "My goodness. If he's that angry, I don't want to be that Clubba."

Twink nodded in agreement. They were back down in the foyer, the disguised princess approached the front door and unlocked it, tossing the lock aside. She was home free, and all she had to do was figure out how to navigate through Bowser's floating fortress and find something that can help her escape. She froze when she saw a Clubba sleeping in the middle of her castle's front yard, which must have been the same Clubba that one Koopatrol exclaimed about. Tiptoeing past him as she and Twink heard him snoring, the duo reached a doorway that was connected to the fortress.

"Almost there," Twink whispered, not willing to risk waking the Clubba up even while Peach was in disguise.

She pressed her hands against the door, but it wouldn't budge. She pushed harder, even using her shoulder to put more force into it, but the door wasn't opening. That could only mean one thing: there was a lock on the other side, and the only way to open it was from that locked side. Her plan to escape wasn't going smoothly, and there were no other ideas with getting out using her Sneaky Parasol.

"Of course things wouldn't be so simple," Peach grumbled quietly. Even though her escape attempts were now fruitless knowing there were locked doors, she could still give Mario some warning about what Kammy Koopa was planning to do for him and Twilight and her friends. But that meant changing her disguise to look like the sleeping Clubba, which meant she was going to get yelled at by the irate Koopatrol. "Well...it'll be worth being chewed out just to see what Kammy's doing...Please don't wake up."

Pressing the button on the parasol, she changed back to normal, then snuck up on the slumbering Clubba. She opened it up and transformed into him, the sparkling lights around him and Peach making him snort awake as he opened his eyes. Peach stood completely still as the transformation was complete, the Clubba squinting his bleary eyes as he saw himself standing in front of him.

"Oh...it's me...Hello me," the Clubba said sleepily before falling back asleep.

After nearly a minute of silence aside from the Clubba's snoring, Peach let out a breath she didn't realize she was holding while Twink slowly floated shakily to the ground, just as relieved as she was. "That was way too close," Twink uttered.

"Yeah, but now I know how he talks," Peach whispered. "I can try to pass off as him and help 'relieve' that Koopatrol from his post."

Peach carefully took the sleeping Clubba's mace, looking the part in her disguise, then made her way back to the third floor. She got a few looks from the other guards, all of them obviously knowing this Clubba and how lazy and late he was for his shifts. As soon as he reached the door the disgruntled Koopatrol was standing, he let out a heavy, irritated, and relieved sigh.

"Finally! For goodness sake, I should tape an alarm clock to your head so it rings straight in your ears!" he exclaimed.

"Uhh, sorry?" Peach said, mimicking the Clubba's voice as best as she could.

"'Sorry' isn't going to cut it if you keep slacking off! Read the shift schedule and keep a copy of when you're on duty and when you're off!" The Koopatrol let out another sigh, too tired to continue arguing. "I'm going to let it slide, but you better watch yourself." He then took his leave as Peach moved to take his place, only to turn around and leer at her. "And don't goof off, either! You're on really thin ice right now!"

He turned back around and headed off, leaving the disguised princess alone to watch the door, but only for a moment until he was gone from the hallway. Keeping her Clubba disguise just in case there were more guards, Peach and Twink walked down the long hall, passing by the glass window Bowser smashed through after lifting up her castle under his fortress.

"Wow," Twink said in awe as he looked at the broken window. "So, this is where Bowser came in and beat Mario, along with zapping Twilight and her friends?"

"Yeah," Peach said as that painful moment resurfaced in her mind. "I know they're all ok now, but it still frightens me to see Bowser with so much power. This is why incompetent rulers like him don't deserve anything more than they can handle."

"Mario can beat him, though," Twink assured. Continuing on, they walked further down the hall until they reached a flight of stairs in the next room. "So, it doesn't seem like the other guards even paid attention to the Sneaky Parasol you've been holding on to. Either they had noticed and didn't think anything of it or they were too busy watching out for suspicious intruders...Although that last one would be dumb since there's no way someone can sneak into a floating fortress that's several thousand stories high in the sky."

"Weren't you one of those intruders?" Peach asked, making the Star Kid stammer at her logic.

"W-Well...That's different!" Twink argued. "I'm not intruding! I'm...casually letting myself in without anyone knowing."

"That's pretty close to what being an intruder is," Peach reasoned with a grin.

Twink grumbled, but he smiled, staying hidden after the numerous times he and Peach explored her castle while avoiding getting caught by Bowser, Kammy, or any of their soldiers. After reaching the top of the stairs, they headed out to an outer walkway that lead to the tallest tower of the castle. There were two Koopatrols who appeared to be guarding the entrance, but what really caught the duo's eyes was a large platform floating a fair distance from the tower, a creepy clown face painted on it with propellers underneath to keep it afloat, two spiked rings around the rim that looked like they could spin around. Whatever Kammy Koopa was building, it was either a pointless backup plan or a smart one should Mario reach the castle.

She didn't get the chance to ask what was going on when Kammy Koopa appeared from the opened double doors of the tower, walking out with a confident grin. "Ok. Everything is finally ready," Kammy said. "Even if Mario shows up with all seven Star Spirits freed, we've got a plan B to fall on. It's a shame I didn't have any time to study those six otherworldly creatures and their magic, but if he brings them here, then I just might have a chance to figure out exactly where they came from." She walked past the Koopatrols, the two of them saluting to her as they kept to their post. She then made her way to the disguised princess, who stood stock still nervously as she pretended to be one of their guards. "You there!"

"Y-Yes, ma'am!" Peach quickly said as Kammy addressed her, beads of sweat rolling down her head.

"...You're doing a fine job," Kammy complimented and continued on her way. "And keep up the good-" The powerful Kamek paused and came to a stop, her nose twitching as she smelled something off about the Clubba. Turning her attention back to Peach, she slowly approached the "guard", sniffing more as what she should have expected a Clubba to smell like was iffy. "...What is that???...Smells like...a faint hint of perfume..."

Peach gulped, knowing she didn't apply any sweet-smelling fragrances she kept at her vanity, but being in her room for a long while with those scents must have lingered to her as her bedroom door was always closed and she rarely opened her balcony doors. "U-Uhh...I thought it was...disgusting, raunchy cologne from my locker, but someone pranked me?"

Kammy wasn't buying it as she recognized that scent. Her wand held tightly in her hand, the gem began glowing as she swiftly waved it, striking Peach with it. The princess yelped as her disguise was shattered, breaking the Sneaky Parasol she held as the pieces clattered on the bridge. The Koopatrols watching were just as surprised as Kammy, but the Kamek growled in annoyance as Peach had once again escaped from her room. The princess giggled nervously, still holding the Clubba's mace before dropping it.

"Again!? AGAIN!? How in the world are you escaping from your room!?" Kammy exclaimed, clutching a hand to her chest as she controlled her breathing. "Your escape attempts keep leaving my blood pressure boiling, and at this rate, you're going to give me a heart attack out of pure rage! What are you doing with the guard at your bedroom door!? Are you bribing them with something!?"

"I don't even know what to give them, unless they like one of my many dresses I always wear," Peach answered.

"I'm getting tired of this," Kammy groaned before looking over to the Koopatrols watching, holding her wand out at Peach so she wouldn't escape. "Guards, take the princess back to her room right now!"

"Yes, ma'am!" they both said, quickly running up to Peach and grabbing her arms.

"And I don't care if you have to be forceful dragging her back to her room," Kammy added. "Just make sure she doesn't try to escape again!" The guards nodded and escorted Peach back down to her room, disregarding Kammy's orders to be forceful seeing as the princess wasn't putting up a struggle. While the witch fumed angrily, Twink snuck around the castle to follow Peach, Kammy catching sight of something yellow slinking off along the edge of the bridge before it disappeared from her peripherals. "What the...?" She barely caught the Star Kid, but she hummed suspiciously. Ignoring it, she looked down at the broken pieces of the Sneaky Parasol, recognizing the magical enchantment that still lingered on the busted up umbrella. "...Who gave her a Sneaky Parasol?"


After making their way back down from Cloudy Climb, the heroic party relaxed in the fields after their fight against Huff N. Puff. Now that the evil cloud is no longer around, most of his followers had fled, and the flowers and plants rejoiced as the clouds were finally gone and the sun had returned to the sky. Lakilulu joined them when she saw they had returned and heard the news about their former boss, both of them finally freed from Huff N. Puff's threat. She was worried when Lakilester's cloud had exhausted itself, but it woke up a moment later, fully energized and ready for some more flying and fighting.

"Thank you all for all you've done," Wise Wisterwood said. "Flower Fields is back, and Huff N. Puff is gone. If you ever wish to return to Flower Fields, we will assuredly await your arrival."

"It would be nice to have a little vacation here," Fluttershy said. "But, we're not sure if Twilight will find us a way back home before then."

"Can't we stay in the Mushroom Kingdom longer even after we fight Bowser and you fix your spell to bring us back to Equestria?" Pinkie pleaded with a pout to the alicorn.

"I...If I can perfect my dimensional traveling spell and no hiccups occur like the last time, maybe I'll consider bringing us back for a visit every once in a while," Twilight promised, though she couldn't guarantee her spell would work again when she mostly planned it out as another way of reaching Canterlot High without the portal.

Pinkie cheered and hugged Twilight tightly as thanks, but aside from the half-empty promise, all Twilight cared about was that all six of them were safe. Once they were ready to leave and said their goodbyes to the wise tree, Lakilulu giving Lakilester a farewell kiss as their clouds nuzzled each other in the same fashion, the group made their way through the door that was part of the Wise Wisterwood and arrived back in Toad Town through the magical gateway. After passing through the arch doorway, Mihn T. ran up to Twilight when she saw them come out.

"So, is Flower Fields ok!?" the Toadette asked. "Are all the flowers ok!?"

"It's safe, Minh T.," Twilight assured. "You can go through the gate now."

"Yaaaaaay!" Minh T. ran toward the door and ran inside, the door glowing and flipping around as the excited gardener reached Flower Fields.

"...Well, she sounds like she'll enjoy Flower Fields a whole lot," Applejack said.

"Hey, Mario!" one of the Toads called out as he spotted the plumber out of the mishmash of party members and ponies. He ran up to him, looking like he had something important to say to the kingdom's hero. "Merlon's been looking for you. He's got some news to tell you guys."

Mario nodded, figuring he was going to meet with the old fortune teller at some point to see if he can give them a hint on where to find the last Star Spirit. Leading the way, they arrived at the hut with the spinning roof, Mario being cautious with the door as he knocked on it in case Merlon slammed it in his face again.

"Come in!" Merlon called out, no longer saying he wasn't home. Mario breathed a sigh of relief and opened the door, everyone cramming inside to meet with the old man, and beside him was a guest who was talking to him, a mysterious black-suited creature, a rectangular space for its eyes with red buttons by its cheeks to make it almost seem like it was blushing. "Mario, what perfect timing! And with so many companions and the rescued ponies all together again."

"You told him about us?" Twilight asked Mario, but the plumber shook his head, along with Goombario.

"I have had visions of Mario's journey to rescue the princess, and in some of them I have seen you six in my crystal ball," Merlon explained. He noticed Pinkie too busy staring at the crystal ball he mentioned, quickly swiping it as he avoided the pink mare. "I see too much of you doing unspeakable things, and I swear you always seem to be looking directly at me in some of my visions."

"I was looking at you!" Pinkie said. "I wish I had a mustache as bushy as yours, but somepony doesn't want me to wear one."

"Because you don't need one," Twilight said with annoyance.

"Can we move on with what you have to tell us, Merlon," Goombario insisted, steering Pinkie's random topic away to the matter at hand. "And why is there a Ninji here?"

"I came from Starborn Valley up in the Shiver region up north," the Ninji explained. "Merle, who lives up there, had something important to say to Mario."

"Merle is my son," Merlon said. "If he's looking for you, there's no doubt what he has to tell you is of utmost importance."

"And please hurry!" the Ninji added. "I'll hurry along and prepare everyone for your presence."

The little creature ran on ahead, baffling the Mane Six as to what a Ninji was. "What was that thing?" Rainbow asked.

"I thought it was cute," Fluttershy said.

"Ninjis are kinda mysterious," Goombario explained. "No idea what they are. They may look menacing, but there are some like in Starborn Valley that are actually friendly."

Grabbing the map, Twilight opened it and located where Starborn Valley was located. "Hmm...It's far to the northeast from here. And there doesn't seem to be any roads leading there."

"I believe the only way to reach Starborn Valley is by making your way to Shiver City via warp pipe," Merlon said, placing his crystal ball back in place when he was sure Pinkie wasn't going to take it.

"Well, that'll make traveling all the more faster," Rarity said. "Where is this pipe at?"

The old magician hesitated slightly, knowing the unicorn wasn't going to like where the warp pipe to Shiver City was located. "...It is located somewhere in the Toad Town Sewers."

Rarity stared at Merlon, her eye twitching as her muttered babbling showed her anxiety, her hooves clutching at her curly mane and tail protectively. "Uh oh. That's not a good sign," Rainbow said.

"IT'S IN THE SEWERS!?" Rarity screamed. "EWEWEWEWEWEWEWEWEW! Why in the name of Celestia would somepony put a mode of transportation to a far away land in a sewer!?"

"The only other way is flight, but Shiver City is pretty far away and could take you days if the ones able to fly carried everyone back and forth," Merlon explained.

Rarity whimpered, then whined as she was going to end up having her body covered in disgusting sewage waste. "This is going to be worse than having no running water in an abandoned mansion filled with Boos."

"Yeah, that would be worse," Bow said, agreeing with Rarity. "Good thing I won't get filthy."

"At least we know where the entrance to the sewers are," Twilight said. "And since we're heading into a city, we can probably find a place where we can get ourselves cleaned up."

"There had better be a spa in this Shiver City, because I need one really really badly," Rarity grumbled.

The group soon took their leave, saying their goodbyes to Merlon as they seemed to have their next destination set. Heading down south, they arrived at the entrance to the sewers, just a simple green warp pipe leading down beneath Toad Town. One by one, everyone climbed onto the pipe and sank down, Mario taking the lead as the others followed. Rarity was hesitant to go down there, but she followed after them so she didn't have to stay behind and be separated from her friends again.