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#-B 

  • 11th-Hour Superpower: The third phase of the final boss grants you the power needed to harm the Shadow Queen in her current form.
  • Abandoned Area: Despite having two present employees and being a refuel station for the Excess Express, the Riverside Station qualifies, particularly once you're forced to venture deeper inside in order to lower the draw bridge which has been raised under mysterious circumstances. While the exterior features fairly upbeat music and a beautiful view of the sunset as many note, the same cannot be said for the interior: It's shabby, run-down, desolate and occupied by late game enemies with the only ambience being the sound of wind blowing through empty corridors or in some rooms the steady, ceaseless movement of gears. It borders on being an outright Bleak Level.
  • Absent-Minded Professor: Professor Frankly. He's clearly earned the title, but he struggles to remember his former student Goombella, and isn't up-to-date on who's famous.
  • Absurdly High Level Cap: Unlike the original Paper Mario, the max level is 99, while the game will likely be beaten before you reach the 30s without a large amount of Level Grinding. Even the remake's superbosses can be comfortably defeated in the low-to-mid 30s, even with several overpowered strategies from the original game being nerfed. And because of the game heavily reducing or even completely removing Star Points from enemies that are weaker than the player, the only way to hit 99 is to farm Amazy Dayzees for hours on end.
  • Absurdly Spacious Sewer: Rogueport Sewers is very intricate with spacious rooms, several levels, and even has intact buildings that a few NPCs live in. Justified because it used to be a prospering town in ancient times, and the modern Rogueport was built on top of it.
  • Accidental Hero: Bowser unintentionally saves Mario's life by crashing through the ceiling on top of Grodus right before the latter delivers a finishing blow to Mario.
  • Accidental Misnaming: Mario is referred to by various NPCs as Murphy, Marty-o, Gonzales (though this one is justified as it was his stage name in Chapter 3 and it's generally what the people who call him that know him from), and Luigi (said with green text), among other names.
  • Accidental Unfortunate Gesture: Mario says hello with a salute that looks a little bit too much like he's actually trying to heil Hitler. Due to the resemblance, the gesture was removed in all European versions of the game, while the remake replaces it with him giving a thumbs up instead.
  • Action Commands: Every attack has at least one button you need to press or a Control Stick input to maximize damage. Pulling off certain hidden commands will even refill your Star Power meter.
  • Adam Smith Hates Your Guts: Unlike in the first game, Heart Blocks and Inns cost money now. And the prices increase over the course of the adventures: The inn in Podley's Place only costs 5 coins, but near the end of the game the prices will rise up to 30 coins.
  • A Dog Named "Dog": Retroactively. In Japanese, the name of the Doogan (literal dog people) species is the same as Rowf from the previous game.
  • After Boss Recovery: Beat a chapter's boss, and after the following Peach and Bowser sections you will be healed fully. The only exception is chapter 6, as the chapter doesn't end immediately after the boss.
  • Airplane Arms: Ms. Mowz's arms are almost always in this position.
  • Air-Vent Passageway: The Glitz Pit has a very large air vent connecting the Champion's quarters with the main office. Once Mario becomes champion, it's used to eavesdrop on Arc Villain Grubba.
  • Almost Dead Guy: TEC. When you get to him as Mario, he is able to summon enough of his reserves to get Mario to safety, just before the moon base self-destructs.
  • Always Night: Played with in Twilight Town. Just as its name indicates, it's never totally "night" per se, nor is it ever day; it's always twilight. However, it gets increasingly darker as you draw closer to Creepy Steeple.
  • All Deserts Have Cacti: The stretch between Rogueport and Poshley Heights that the Excess Express travels through is a vast desert/badland with several canyons resembling those in the southwest United States. Midway through this is Riverside Station, which has small cacti visible off the path, and features the cactus-like Poison Pokey enemies. This is also the only "natural" location of any type of Pokey enemy in the game, as the other Pokeys encountered are either registered fighters of the Glitz Pit or found in the Pit of 100 Trials that has an assortment of enemies.
  • Alliterative Name:
    • Certain locations have this. Sorted by first appearance: Twilight Town, Twilight Trail, Keelhaul Key, Excess Express.
    • Certain attacks and badges also have this, including Koops's Shell Shield and Shell Slam, Flurrie's Lip Lock, as well as the badges Close Call, Damage Doge, Double Dip, Feeling Fine, Flower Finder, Happy Heart, Power Plus, Shrink/Sleepy/Soft Stomp, Spike Shield, and Timing Tutor.
  • Ambiguously Human: The "Twilighters" of Twilight Town. One of them calls himself human and a pair of crows and one of Goombella's Tattles also refer to them as humans even though they have blue, green, and purple skin tones and glowing yellow eyes and there is what looks like stuffing leaking out of Mayor Dour's head. Podley at one point also refers to his bar as an "intersection of human lives and drama", so "human" may just be a general term for sentient, civilized life.
  • And I Must Scream: Played for laughs with the Black Chests, as the first few of them sure act like they're inflicting this on Mario when they "curse" you. Their situation is a darker and more straightforward take on the trope, given they're actually the four heroes that sealed away the Shadow Queen, resulting in them getting cursed and trapped inside the chests for a thousand years.
  • And Now for Someone Completely Different: Just as in the first game, whenever you beat a chapter you will control Peach for a little while. This time around, it's followed by yet another additional scene where you control Bowser.
  • And the Adventure Continues: Both in Gameplay and Story: Gameplay wise, you do stuff in Rogueport after the final battle. Story-wise, it ends with Peach coming to Mario's house and saying she's found a new treasure map in the castle and is waiting for Mario on the boat. The look on Mario's face and the music just fit at that moment of the utter surprise/despair of having to go on another adventure so soon.
  • Animal Stampede: Baby Yoshi can learn "Stampede", which has him summon an army of Yoshis that plow through all enemies on the stage.
  • Anti-Frustration Feature:
    • At one pivotal point in the Final Boss fight, the game rigs the slot machine to give you a much-needed Shine Sprite Bingo, which restores all your HP, FP, and Star Power, and refills the audience seats after the Shadow Queen empties them.
    • If you miss the Tattle for any enemy there is a limited number of (such as bosses or mini-bosses), the Tattle Log entry will appear in Professor Frankly's wastebasket, meaning you can't accidentally lock yourself out of 100% Completion.
    • Despite being listed under "attacks", tattling does not count as an attack in chapter 3. This is to ensure you are still able to fill out the enemy's tattle log entry even if Grubba gives you the "don't let your partner attack" stipulation. In the remake, this is made more obvious by Grubba saying not to let your partner deal damage — tattles and buffing moves on Mario are fair game.
    • Can't find the last Star Pieces or Shine Sprites you need? You can visit Merluvlee in Rogueport Sewers and pay for predictions that tell you pretty clearly where to go to get them. The remake makes this even more useful by tracking each prediction in the menu until you collect its respective collectible.
    • Ms. Mowz has the power of sniffing out hidden blocks, Star Pieces, Shine Sprites, items, and other useful things with her field ability.
  • Anti-Grinding: Leveling up will decrease the amount of experience enemies drop, eventually going down to yielding one point per encounter.
  • Anti-Hoarding: You can only carry ten items from the start (which is later increased to 20) and store another 32 items in the shop. However, this game has a lot more item drops from enemies and in dungeons than the first game, so if you're not careful, you will have filled up all your item storage before halfway through the game.
  • Ant War: The Punis aren't exactly insects, but their war with the "rival tribe" of mosquito-like Jabbies plays out as this trope.
  • Apocalypse Anarchy: Largely downplayed. Aside from the worldwide Mass "Oh, Crap!" that occurs when the Shadow Queen rises again in the game's finale, causing the sky to go dark, the closest the game gets to this trope is people blowing all their money at the Pianta Parlor according to Don Pianta.
  • Arbitrary Mission Restriction: Matches in the Glitz Pit require that the player meet certain conditions in order to advance, rather than just defeat the enemy. These include things like "Appeal three times," "Don't attack for three rounds" or "Only let your partner attack." One of the NPC opponents also gets a condition: "Do a triple flip and meow."
  • Arc Villain: A few Chapters have villains who are threats in their own right but are unconnected to Grodus' plans, with the notable exception being Lord Crump.
    • Chapter 1 has Hooktail, a dragon who eats Koopa Troopas. It's later revealed that she has two older siblings who are connected to the main plot, but she herself seems divorced from it.
    • Chapter 3 has Grubba. He's simply using the Crystal Star to further his youth. He actually has no relation to the main plot outside the Chapter and doesn't appear again after being defeated, being replaced with Jolene who takes over the Glitz Pit.
    • Chapter 4 has Doopliss, who curses the people of Twilight Town to become pigs and steals Mario's name and body. Although he later becomes connected to the main plot when he joins the Shadow Sirens.
    • Chapter 5 has Cortez, who was a pirate captain when he was still alive and guards his treasure and island even in death. Unlike the other examples, Cortez actually does a Heel–Face Turn and helps Mario defeat Lord Crump, who had disguised himself as a sailor.
    • While the Shadow Sirens (primarily Doopliss) are the antagonists of Chapter 6, the chapter boss and final obstacle are the Smorgs, a species of cloud-like creatures that stop the Excess Express at Riverside Station and hitch a ride while it's stuck there, eventually combining into a large mass that abducts all the passengers.
  • Arab Oil Sheikh: Parodied. Lumpy is a green ratooey and asks Mario to invest in his expedition to Dry Dry Desert to find oil. If Mario pays him the maximum increments, he will discover a large amount of oil and will reward Mario with 999 coins.
  • Are You Sure You Want to Do That?: In Chapter 6, Mario has to retrieve a ghost's diary to help its owner pass on. However, the ghost says that if Mario dares read it, he shall meet a horrible fate. If Mario attempts to read the book, three warnings stating that this is a bad idea appear. If the player insists on reading the diary, the ghost appears and causes a Nonstandard Game Over.
  • Armored, but Frail: You can make Mario this with the famously Game Breaking Danger Mario build. This involves lowering Mario's HP to 5, in exchange for higher stats in other areas, then equipping him with a ton of badges which increase his Attack, Defense, and evasion while at 5 HP or less.
  • Armor-Piercing Attack: Several enemies such, as the Ruff Puff line and the Wizzerd line, have the ability to cause this with certain attacks, like the Ruff Puff line's second attacks and the Wizzerd line's laser beams. Only Superguarding completely negates damage from these attacks.
  • Art Evolution: Thanks to the GameCube being more graphically advanced than the Nintendo 64, TTYD was the first game in the Paper Mario series to feature the more polished and smoother character designs that the rest of the games would continue to use.
  • The Artifact:
    • The Spaghetti and Koopasta recipes use the same HP Values as the previous game, resulting in them being less useful than the item you make them from in this game.
    • In Paper Mario 64, the Slow Go badge still wasn't that useful, but it could at least be used to avoid waking up the sleeping Clubbas in Tubba Blubba's Castle. In this game, there is no stealth segment or place where you need to walk slowly, giving it no practical purpose.
  • Artifact Mook: Goombas are encountered during Chapter 6 in Riverside Station, despite the fact that they are far too weak to pose a threat by that point. The same applies to the regular X-Nauts in the X-Naut Fortress.
  • Asset Actor: The "braindead" Mario sprite if you choose the Non-Standard Game Over option at the end of the game is the same sprite as Doopliss disguised as Mario. This means it doesn't take into account the colors of the W and/or L emblems, which is why it was removed from the international version.
  • Audience Participation: In-Universe. All battles take place on a stage, with certain factors causing audience members to come in and leave, cheer on the player (which gives them Star Power to recharge special moves; Mario can even show off to the crowd to gain even more Star Power) or even throw things at the player to help or hinder them. Some enemies will even attack the audience (such as Magnus von Grapple's machine gun that fires audience members).
  • Auto-Revive: Life Shrooms restore 10 HP if Mario is defeated during battle, but are not triggered if he falls to obstacles in the overworld.
  • Autobots, Rock Out!: The fight music for Chapter 3's miniboss, Rawk Hawk, is made of this. Listen to it here. (The other battles in the Glitz Pit have the standard battle music.)
  • Awesome, but Impractical:
    • The Mega Rush badge raises attack by a whopping 5 when Mario has only 1 HP remaining. The game gives so many different items, partner skills and badges to avoid his demise in that state during battle that it's not even funny, but reducing his health to that single point and keeping it that way all the time can be impractical due to reasons such as a lack of abusable hazards for Scratch Damage in many areas or the Level-Up Fill-Up mechanic. Furthermore, just a single Power Rush badge combined with other attack boosts can get Mario to game-breaking levels of power anyway.
    • The Happy Lucky Lottery has some pretty cool prizes, but due to the mechaniacs of how the lottery generates its winner numbers, you'll have to either wait a long time note  or cheat the clock to win the top prizes. Since there are easier ways to obtain them, you're probably best off not bothering to play it.
    • The very last crystal star gives you the Supernova ability. It's a flashy attack that does a whopping 15 damage to all enemies and pierces defense, the strongest non-boosted move in the game. However, it also consumes six star gauges, and there are other attacks and abilities with just minor downsides for much less cost. The only fights you'll probably ever use it is immediately before a level-up.
  • Back from the Dead: Prince Mush, Jolene's younger brother in Chapter 3 thanks to the magic of the Gold Star.
  • Backtracking: Every Chapter except the last one involves doubling back at some point. Chapter 4 has you to travel from one end of the map to the other and back 3 times. This wouldn't be bad if the path weren't full of high-damaging Hyper Goombas and Clefts, and the rest of the enemies are Demonic Spiders that can put you to sleep. Also, the second time you have to run through the area, you don't have any partners. You'd better get good at mashing the A button, or just figure out how to avoid them. Chapter 7 is the worst offender. To reach the Moon, you have to find General White. The catch? He goes all over the world and leads you on a wild goose chase until you reach his hut again.
  • Baddie Flattery:
    • The boss of Chapter 3, Grubba compliments Mario amid his trash-talking and seems to genuinely appreciate "The Great Gonzales", even in his battle where he turns into Macho Grubba, he still compliments Mario for his showmanship and fighting abilities.
    • Grodus briefly praises Mario for finding all the Crystal Stars for him in The Very Definitely Final Dungeon, albeit in a much more threatening manner.
    • Bowser will be impressed that Mario's managed to stay standing and land hits on him the two times he's fought. Granted, he's fought Mario dozens of times at this point, so he knows all about how hard it is to take him down.
  • Bag of Spilling: Mario is back to level 1 and has no Badges at the start of the game. (However), he DOES start with the Hammer, something that he does not have at the start in any of the other Paper Mario games.
  • Bait-and-Switch:
    • In Chapter 6, the snooty Bob-omb couple can be seen arguing about what to get their son Bub for his birthday. If you talk to him, he says that he only wants a signature from someone on the train whom he looks up to. Given that Zip Toad, a celebrity (which later turns out to be Doopliss in disguise), is also on the train, most players would think to go to him first — except he will not sign autographs to anyone who is not a hot girl (and bringing out your female partners will not get you anything, not even a comment). However, by poking around on the train some more, you'll eventually discover that Bub actually wanted the train conductor's signature, because he looks up to his career of working on a train.
    • Also seen in Chapter 3; Jolene shows the player the Champion's Room and the Major League Room, before bringing them to a run-down minor league room. Goombella even comments on this, should you use Tattle in the room.
  • Balking Summoned Spirit: Throughout the game, Mario finds four chests containing evil spirits that "curse" him with a new power without which he cannot proceed past the level. When the player reaches the fourth chest, the spirit is disheartened to learn that Mario is actively seeking to be cursed again and grumbles that the evil speech he had been working on is now useless.
  • Bandit Mook: In addition to the Bandits that can steal Mario's coins, there's also ones that can steal his items and his badges, although the Badge Bandits are exclusive to the Pit of 100 Trials. They also appear as non-hostile NPCs.
  • Batman Can Breathe in Space: Mario and his partner can wander on the surface of the Moon without any problem, despite being free of any oxygen tanks and helmets. Goombella even lampshades it:

    Goombella: Yeah, now that you mention it, I guess we were fine out there with no air and all that. [Beat] Yeah, I'd rather not think about that too much.

  • Beautiful Void: The Riddle Tower's plaza is founded in a quiet center with a small river encompassing it, and accompanied by the sounds of moving streams.
  • Because You Were Nice to Me: Vivian pulls a Heel–Face Turn and decided to join Mario because he showed her kindness.
  • Beef Gate: Gus, though he can be bribed as opposed to beaten up. You, with good timing, can have him be the very first enemy you beat in the game with perfect countering, meaning you won't take damage. It should be noted bribing only works until you come back, beating him up puts him out of the way for the rest of the game.
  • Berserk Button:
    • Implying (intentionally or unintentionally) that Rawk Hawk is weak is a bad move, as he'll either go to great lengths, even cheat, to prevent the accuser from commenting on it as a means of exacting revenge on the accuser, or directly attack the accuser (although the latter did not end so well for him as the person who accused him, Bowser, was more than entitled and justified for saying that).
    • Lucky, the Bulky Bob-omb who runs the lottery, gets very angry if anyone cheats.
  • Better than a Bare Bulb: A good chunk of the humor involves Lampshade Hanging things like fourth wall breaks, Mario's less than verbose nature, etc. Many of these jokes come from Goombella using her Tattle ability to provide you information, as she tends to throw in some snarky commentary to go alongside the info dumps.
  • Beware the Nice Ones: Lucky gets really angry with cheaters. If you confess to cheating by messing with the GameCube's clock, save the game, cheat again, and confess again, Lucky will actually end the game. Well, not really, but he'll sap 500 of your coins as punishment.
  • Big Bad: Sir Grodus, the leader of the X-Nauts who plans to Take Over the World using the power of the Shadow Queen. However, it's revealed that he was Beldam's pawn the whole time. Grodus believed the Shadow Queen was bound to serve the one who woke her, when that was just a rumor that Beldam spread in the name of resurrecting her. The game does a really good job setting up Grodus as the Big Bad, to the point where he's fought after Beldam, though the reveal invalidates all of it. In turn, Beldam's reason for reviving the Shadow Queen (mentioned throughout the game, first as the legendary treasure, then as "an ancient demon" who destroyed a city and would threaten the world again) is not to control her, as Grodus intended to do, but to serve her, making the Shadow Queen the ultimate antagonist of the game (in addition to being the final boss), though admittedly she wasn't directly involved in Beldam's plan.
  • Big Ball of Violence: The opening has Mario and Goombella escaping a dogpile involving Lord Crump and an army of X-Nauts. By the time Crump realizes what happened, they're long gone.
  • Big Boo's Haunt: The Creepy Steeple is a (mostly) abandoned steeple found in the middle of the woods near Twilight Town. It's home of the Duplighost named Doopliss and houses spooky enemies like Boos.
  • Big, Bulky Bomb: The Bulky Bob-ombs and their Pit of 100 Trials equivalent Bob-ulks, which are naturally much more dangerous than their normal Bob-omb counterparts. Notably their explosions are among the few things that cannot be Superguarded, making the Bob-ulk's explosion all the more dangerous.
  • Big Eater: Heff. T; he steals Chef Shimi's soup on the Excess Express and ends up not being able to leave because he can't fit through the door. He then lives on room service.
  • Big Ol' Eyebrows: Just look at Mayor Kroop. They're a minor Running Gag, too: he mistakes something Mario says for complimenting his eyebrows, and mentions that his wife used to comb his eyebrows before she passed on. Mayor Dour also has some massive 'brows.
  • Big, Thin, Short Trio: The Shadow Sirens fit this trope; Beldam (Short), Marilyn (Big) and Vivian (Thin).
  • Bilingual Bonus: The X-Nauts' Strange Salute is the same as the Japanese "wrong"/"no good" gesture.
  • Bite the Wax Tadpole: Doopliss' name can either make Polish gamers giggle or disgust them, as this word sounds like "Dupoliz", which in Polish language literally means "Ass-licker".
  • Black Comedy: Every so often in the beginning of Chapter 4, a random villager of Twilight Town is transformed into a pig. When a mother becomes a swine, one of her starving children considers cooking her. The three travelling girls seen every so often can be found oinking nearby, still as merry as always. A gatekeeper requires the mayor's permission to open the way into the woods, but the old man is already cursed when you go talk to him. Naturally, when you come back to the gatekeeper he's doomed too and Mario's group can just move on.
  • Blamed for Being Railroaded: Zess T. tells you to stop moving because she lost a contact lens. Stand still as long as you want; she'll never find it. Move at all, in any direction, even slightly, and it will crunch under your boot (or hammer, if you chose to swing that.) There simply is no way to avoid smashing the darned thing. Even after you replace it, Zess T. will call you by insulting nicknames for the rest of the game.
  • Blatant Lies: Once Hooktail's HP is depleted, she will offer Mario 3 separate bribes so he spares her. While the first two are something a dragon might reasonably have (1,000 coins and a rare badge), the last one is the offer to sniff her feet. She claims that people pay money to do this, and that she's being completely honest about it.
  • "Blind Idiot" Translation:
    • Sky-Blue Spinies that have curled up into balls are referred to by the game as "pipes". Paipo is the Japanese name for the Spiny Eggs, which may be where the confusion came from.
    • What was supposed to be a reference to the Crystal Palace from the first Paper Mario got mangled into "Goomstar Temple". The translators mistook the "kuri" in "kuristaru" for the Goomba's Japanese name.
    • In the Paper Mario 2 demo, Courage Shells are called "Courage Cola". This is because the words for "shell" and "cola" are similar to each other in Japanese, and got mixed up during translation.
    • The "allergic" status, rare as it is, has a very confusing description in the original game - it says "Status hasn't changed!" which is obviously ironic to say when receiving a status effect. What it really does is prevent the afflicted from gaining any other effects, positive or negative, until it wears off.
    • The Remake fixed all translation errors including the first two and Bubus as Lil' Oinks and Kooskoos as Koopa Koot.
  • Blocking Stops All Damage: You can Superguard against pretty much anything that causes damage in battle, regardless of whether that means physical attacks, projectiles, lightning strikes, falling walls, fire or explosions, all with no harm done to Mario. The catch is that the timing for the Superguard is extremely strict, and failing the timing means you take full damage, so it's all or nothing.
  • Bonus Dungeon: The Pit of 100 Trials, though it's a good idea to go to at least floor 50 for any playthrough, as a bigger item bag is always useful.
  • Book Ends: It ends how it started, with Peach wanting to treasure hunt again.
  • Boring, but Practical:
    • The popular "Danger Mario" build can be surprisingly simple to set up and maintain, with lots of resources on the core path that raise Mario's attack power and make him very hard to hit without even the need to learn the Superguard mechanic. This makes the plain old Power Bounce and Multibounce skills capable of trampling over most enemies and bosses by themselves, rendering all the flashy partner attacks and Special moves largely unnecessary.
    • The very first Special Move unlocked, Sweet Treat, remains useful throughout the game as a way to refill HP & FP using an easily renewable resource.
    • The second Special Move, Earth Tremor, is likely to remain the most-used offensive special even after more powerful moves like Art Attack are unlocked, thanks to its dirt-cheap SP cost.
  • Boss-Altering Consequence: The Attack FX R badge changes the sound effect of Mario's jumps and hammer to a cricket sound, which normally doesn't have any practical effect during battle, except against Hooktail. If you attack her with the badge equipped, it will lower her attack and defense as she hates the sound of crickets. The game hints at this by telling you in a letter that Hooktail fears something that starts with "cr" and ends with "ickets." The remake changes it to frogs.
  • Boss Bonanza: The Palace of Shadow contains boss fights against Gloomtail, the Shadow Sirens (and Doopliss), Grodus, Bowser and Kammy together, and the Shadow Queen. Arguably also the two battles with the Dark Bones, too, as they have HP on par with early-game bosses and are among the enemies whose Tattle entries can show up in Professor Frankly's wastebasket.
  • Boss Corridor: The battle against Gloomtail is preceded by four corridor areas with little in them.
  • Boss Remix: Lord Crump, Sir Grodus, and Bowser all get this treatment, having remixes of their respective themes as their battle musics.
  • Bowdlerization:
    • The Boos employed by the Pianta Syndicate had bunny ears in the original Japanese version; essentially, resembling that of the Playboy Bunny. They were changed into cat ears in all other versions of the game; possibly just to remove a reference to an adult magazine, or perhaps to avoid legal problems, since the Playboy Bunny logo is trademarked.
    • In the Japanese version, the home of the bandit who steals your coins in the prologue had a Chalk Outline of a Toad surrounded by dried blood on the floor, implying that a Toad had entered the house and suffered a terrible fate.
    • Mario's "hello" gesture was removed in the European localizations of the game, evidently and most likely due to an unfortunate resemblance to the infamous Nazi salute.
    • Any hint of Vivian being transgender was removed from the English and German localizations. The 2024 remake added them back, though.
    • During Chapter 5, Bobbery asks you to find him a bottle of wine in the Japanese version. In the English version, it's a bottle of Chuckola Cola instead.
    • In the English version, one of the answers for Question #1 in Shhwonk Fortress is the "Pickle Stone". In all other languages, the answer is "Luigi's underpants".
    • In the previous game, when Whacka was hit eight times, he would disappear with the same animation as defeated enemies, making it look as if you killed him. Here, he simply leaves the same way he always does and never returns, and the added Super Boss in the remake makes it clear he doesn't die after the fight.
  • Breaking Out the Boss: The Shadow Sirens, led by Beldam, were responsible for the events of the whole game. Their boss, The Shadow Queen, was trapped in a tomb deep beneath Rogueport, essentially making her a Sealed Evil in a Can. Beldam spread word of a great treasure hunt and tricked Princess Peach into getting kidnapped by Grodus and the X-Nauts. Grodus himself believed he would harness the power of The Shadow Queen by using Peach as a vessel, using the Shadow Sirens as henchmen. However, Beldam was the one using him and his army for her own ends of releasing the Shadow Queen.
  • Breaking the Fourth Wall:
    • "You out there in front of the TV!" ("Looking at the screen" in the remake).
    • Doopliss steals the lowercase letter P from the player's keyboard so his name can't be entered (using uppercase P won't work). The player must find it in a chest in order to regain access to it.
    • When asked to describe Stewart in Glitzville, Goombella will mention that Cheep-Cheeps have been around since the first Mario game, and then say "I just broke through the fourth wall there, didn't I?". If you get her to describe the gatekeeper in Twilight Town, she'll mention that the game would be too easy without him, before getting flustered and saying 'What? I didn't say anything!'
    • If you defeat Gus in Rogueport, he will exclaim, "You dumb video-game heroes ALWAYS do this!"
    • After Bowser goes through Rawk Hawk's secret training facility, Rawk Hawk will point at the camera and presumably ask the player if they forgot about him.
    • An NPC in Petalburg mentions wanting a game called "Paper Luigi". Later, he says that he's playing a new game... called Paper Mario: The Thousand-Year Door. Oh, and he also finishes it before you do. He also mentions Fire Emblemnote , another game by Intelligent Systems. And at the end of the game? He's playing Super Paper Mario!
    • When you are in the Keelhaul Key chapter, at one point, the pirate "Four-Eyes" (a.k.a. Lord Crump) looks at the TV and tells the audience not to tell Mario who he obviously is. Weirdly, if your partner is Goombella at this point, she will have just broken the fourth wall in Chapter Four and then acts confused when someone else breaks the fourth wall in Chapter Five.
    • When Koops is reunited with his father after the first dungeon, he says "Everyone thought your game was over!" This may have been an example at the time, but it no longer remains so. In Super Paper Mario, the common term for death In-Universe is Game Over (although there are some instances in which characters bluntly talk about death).
    • In the Paper Mario 2 demo, Goombella will say that she normally would have a "witty and insightful tip" to give out when using Tattle, but she's holding off until the final version.
  • Breather Episode: Chapter 6 sets itself up as one. After an adventure in a pirate cave and being stranded on an island, a three-day train ride seems much more relaxing. It's not, when Doopliss (now a Shadow Siren) sneaks aboard the train and attempts to sabotage Mario's adventure, the train stops to a raised bridge at Riverside Station which forces Mario to enter the abandoned station and lower the bridge, and finally a giant monster attacks the train at the end.
  • Brick Joke: During Chapter 2, Petuni reveals she was going to give her brother a mushroom to eat, only for it to dry out and turn into a Dried Shroom due to the amount of time she and other Punis spent locked in a cage. Much later on during the postgame, Professor Frankly reveals he found a treasure chest in The Very Definitely Final Dungeon containing a Dried Shroom, because the original mushroom had dried out from sitting in the chest for over 1,000 years.
  • But Thou Must!:
    • A comedic example. When Kroop asks you if you're going to go defeat Hooktail, Mario has the option of saying "What? Hold on now!" If you select this, Kroop takes this as a "yes". Then when Kroop claims that he hears Mario deny a reward for defeating Hooktail, Mario has the option to say "I never said that!" Selecting this option still has Kroop mistaking it for another no to the reward.
    • After catching the Yoshi egg in Glitzville, Mario is given an option to, instead of free him, say "Let there be hot dogs!" Of course, picking this option will simply result in Mario's partner yelling at him and overriding his decision.
    • Immediately afterward, Mario is given an option to bring the egg with him or not. If he says no, his partner immediately changes his mind.
    • Essentially any point in the game where dialogue options seemingly give Mario a chance to refuse a possible plot-relevant action or to help someone in need. In most of these cases, his partner will either correct him or outright ignore his refusal and make the decision for him. The biggest aversion to this occurs when the Shadow Queen offers Mario a chance to be her servant. He can actually accept, which leads to a Non-Standard Game Over.
    • The player must open the chest in Creepy Steeple to proceed any further, as Boos will block the doorways.
    • A much straighter example occurs when the Pianta Syndicate goons ask Mario to find Francesca and bring her home to visit her sick-with-loneliness father. He can refuse them once, but they will ask again, with a much more threatening tone. The only options this time are "I'll do it!" and "I understand!"
    • When talking to Flavio to ask for his ship at the beginning of Chapter 5, he will ask Mario what he is feels is missing. Regardless of if Mario replies romance, emotion, thrills, or money, Flavio will just come to the realization that the search for Cortez's treasure will bring him all four of these things anyway.
  • Butt-Monkey:
    • The audience, whose torture ranges from being scared out of their wits and munched by Hooktail to getting dragged off to Hell by the Shadow Queen.
    • Doopliss, too, when he joins the Shadow Sirens—he starts taking the punishments that Vivian had been, though unlike Vivian he decides not to leave. Goombella lampshades his Butt-Monkey status in one of her Tattles: "Hey, how do you think he became one of the Shadow Sirens? Isn't that... weird? How do you think he stands Beldam's abuse? You think he's all right in the head?"
    • Poor Bowser is always at least one step behind the plot, often falls into blunders.
    • Luigi to a lesser extent. Bowser has such a poor view on Luigi that he's left in total disbelief that he somehow lost to him (although it's simply Pennington confusing Mario for him).

C-D 

  • The Cake Is a Lie: After Rogueport was reconstructed following it sinking into the ocean, a legend arose of a legendary treasure hidden behind the Thousand-Year Door, catching the attention of archaeologists everywhere. However, as the game progresses, it's established that the treasure doesn't exist, and that the door acts as a seal for the evil Shadow Queen to keep her from escaping and destroying the world. Slightly subverted in that Professor Frankly does find a giant treasure chest inside the Palace of Shadow, only for it to contain a lone Dried Shroom.
  • Call-Back: Quite a few to the first game:
    • Chapter 1 for both games are about getting to a fortress/castle where the Plot Coupon is held, with the help of a Koopa partner you meet in a town of Koopas on the way to said stronghold.
    • Chapter 4 is a call back to Chapter 3 in the first game. Both introduce the Hyper enemies who can charge their attacks to deal massive damage. Both are about an unbeatable enemy with a secret that makes them beatable, and that you need the help of a partner whose ability is to make you disappear to get through it. Both also take place in a Big Boo's Haunt setting. Boos are foes in this game, though.
    • Chapter 5 for both games is about finding another Plot Coupon within a tropical island, though in this case Cortez later helps Mario beat the X-Naut army.
    • In both games, the Big Bad's base is located beyond the clouds, and only reachable with the help of NPCs. In this game, though, the Big Bad's base isn't the last chapter.
    • The boss of Chapter 3 is a giant Spike for both games. And both of them have a secret that you spend most of the chapter investigating. But for this game, you don't know that the Spike in question is behind everything until the very end.
    • The first part of Chapter 6, in which Mario becomes the assistant to a Bumpty detective, refers back to the murder mystery segment from Chapter 7 of the first game.
  • Casanova Wannabe: Dupree. Always flirting with someone nearby, never successful.
  • Catching Some Z's: When characters fall asleep in the game, these appear above them.
  • Central Theme: The game encompasses various classic representations of Light versus Darkness. Every aspect of the game, including the settings and the boss battles, reflects a contrast between light and darkness, even if one aspect is not immediately apparent.
  • Cerebus Syndrome: Last game, Mario and company were just putting the stomp on Bowser, standard Mario heroics. For this go-round, Mario gets to prevent the end of the world.
  • Chalk Outline: In the prologue, a bandit steals Mario's coins and he can track him to his house to take them back. In the English version, the bandit's house is full of random garbage, bugs, and squalor. In the Japanese version, there's an outline of a Toad on the floor surrounded by dried blood.
  • Character Customization: You can equip many power up Badges on Mario and prioritize the growth of the BP stat required for them. There are combat skills for several situations, stat boosters and other passive effects, and even minor things like changing the color of Mario's costume or the sounds that his attacks make. Notably, the game's mechanics particularly encourage savvy players into raising Mario's attack stat as high as possible while in critical status.
  • Checkpoint Starvation: The Pit Of 100 Trials is the epitome of this. Depending on the player's level dungeon takes hours to complete, and you can't save your progress at all, though one can keep whatever badges they obtain and whatever star points they receive if they leave the dungeon and go save outside. Since you can't flee from the final trial, you can't even escape the pit and keep your level-ups if you can't do it. It does reward you with the most powerful badge ever if you manage to beat it though. The remake does mitigate this a little by allowing you to retry any battle you lose in, which effectively gives you unlimited tries against both Bonetail and Whacka.
  • Chekhov's Gag: The pipe leading to Twilight Town during Chapter 4 rejects Mario's entry because he has nothing on him that identifies who he is. You easily get the problem fixed by talking to a Twilight Town resident in Rogueport, who writes Mario's name on his overalls. After Doopliss steals Mario's name and identity, trying to leave Twilight Town will have the pipe spit Mario back out since he doesn't have a name anymore.
  • Chekhov's Gunman: When you first visit the Rogueport Sewers, you notice a small creature who runs away in a hole whenever you approach him. He becomes prominent in Chapter 2 when he's revealed to be Punio, a Puni who was trying to seek help as the X-Nauts invaded his home. He follows you around for that Chapter.
  • Chick Magnet: Every female party member kisses Mario when they join, and either openly flirt or develop a crush on him. Even Beldam thinks he's handsome. They must dig the 'stache.
  • Chimney Entry: When Bobbery doesn't want to be disturbed and locks himself inside his home, Mario naturally has to climb up on the roof and roll up into a tube so that he fits in the chimney.
  • Chuck Cunningham Syndrome: The Mario series in general is notorious for this trope. Ever wonder what happened to the X-Nauts? The entire ensemble of party members? How about the species only seen in this game, which were introduced as "Ratooeys", "Doogans", "Punis", and "Jabbis"? What about the name-stealing fiend, Doopliss? Where have they gone? Sure, some of these guys have been referred to in Super Paper Mario and the Super Smash Bros. series in trophy form, but they never appeared again after this game.
  • The City Narrows: East Rogueport. The place is filthy, run-down, and crime-ridden, and anyone walking through there can honestly expect to get robbed or jumped.
  • Clark Kenting:
    • Ms. Mowz, who is also the owner of Rogueport's Lovely Howz of Badges.
    • Also the mysterious lady in the Glitzville juice stand, who is very heavily hinted to be Jolene.
  • Classy Cat-Burglar: Ms. Mowz. Hard to get more stylish than a fancy red mask and high heels.
  • Clever Crows: The crows in Twilight Town discuss such things as renewable energy sources and Internet start-up companies.
  • Cloudcuckoolander: All of the Koopas, with the possible exceptions of Koops and Koopie Koo. Mario also runs into a few Shiver City penguins/Bumpties, all of whom are just as spacy and excitable as they were in the last game. Lord Crump is another one. Grodus even comments that Crump is "out there" at one point.
  • Clueless Detective: Pennington, though it's revealed at the end of the Chapter that he's not a real detective anyway.
  • Company Credit Card Abuse: A NPC is seen in various places proudly declaring that he is putting various things on his expense account.
  • Cognizant Limbs: Smorg, Cortez and the Shadow Queen have separate health-bars for their limbs. In the case of Smorg, it's necessary to "kill" its arms in order to do any damage to the main part of the monster.
  • Collection Sidequest: The Star Pieces. Hidden here and there throughout the game, they can be collected and traded for awesome badges. Shine Sprites too, which can be traded in 3 at a time to power up Mario's companions.
  • Color-Coded for Your Convenience: The Shadow Sirens' hats are indicative of their elemental powers. Vivian's is red (fire), Beldam's is blue (ice), and Marilyn's is yellow (lightning).
  • Color-Coded Stones: The Crystal Stars which must be collected throughout this game are colored as such. The Diamond, Emerald, Ruby, Sapphire and Garnet stars are white, green, red, blue and reddish-orange, respectively. Another star is palette swapped for gold and referred to as the "Gold Star", despite it being obvious that the star is a crystal not a metal. Perhaps a slight inversion as the last star is an iridescent white, yet it is the "Crystal Star" not diamond.
  • Combined Energy Attack: Used against the final boss; the prayers of all of Mario's friends from around the world weaken the Shadow Queen, allowing Mario to finish her off.
  • Company Cross-References:
    • After Peach drinks an invisibility potion and sneaks into Grodus's office to upload sensitive data from a data disk into the desktop computer, the monitor displays an animation of the Famicom Disk System BIOS and plays its startup music.
    • A Toad in Petalburg talks about Fire Emblem, another series made by Intelligent Systems.
  • The Computer Is a Lying Bastard:
    • The instructions for the special skill "Sweet Feast" read "Hold [the Control Stick] left to try to hit hearts and flowers". This is because, unlike its predecessor "Sweet Treat", holding the stick will autofire. However, as shown by Milesluigi, you're probably better off spam-flicking the stick; "Sweet Feast" also removes the One Bullet at a Time limitation, and most people can repeatedly flick the stick substantially faster than the autofire rate.
    • The description for Thunder Bolt and Thunder Rage state that they drop lightning on enemies and stun them, the latter of which is not true. The remake fixes this by removing this part.
  • Conditioned to Be Weak: Implied with Vivian, as when the player first fights the Shadow Sirens, Vivian is easily the weakest member of the group and goes down quickly. Once she joins the party, if the player upgrades her stats, she can be as strong as her Big Sister Bully Beldam by the end of the game, giving the implication that Beldam was doing her best to keep Vivian down and weak via bullying.
  • Continuity Nod:
    • At the beginning of the game, Parakarry from Paper Mario 64 game delivers a letter to the Mario Bros. In the post-game, you can meet another of your party members from Paper Mario 64, Bow. There would've been more than just the two, but they were Dummied Out. Jr. Troopa can also be seen in the background of a picture attached to e-mail sent to Mario by Zip Toad. Also, in Hooktail's castle, the note written by a dead Koopa is addressed to his son Kolorado, an NPC in the first game.
    • A Hammer Bro in the Glitz Pit mentions his grandfather (who he inherited his hammer from) being from World 7-1.
    • Podley and Podler's race is never specified, but they're almost unmistakably Beanish, in a reference to Mario & Luigi: Superstar Saga.
    • In Keelhaul Key, Bobbery asks you to get him Chuckola Colanote  he was saving for arrival at the island. This is a reference to the soda of the same name from Mario & Luigi: Superstar Saga.
    • Lumpy's quest for oil parallels Chapter 2 in Paper Mario 64, down to him going through Mt. Rugged and Dry Dry Desert and having encounters with Buzzar, Kolorado, and Moustafa, just like Mario did.
    • Koopook sends you an email to say that he's now hiding out in the Crystal Palace, which was the final dungeon of Chapter 7 in 64.
    • Pine T. Jr.'s dad has gotten a job taking care of Li'l Oinks in Toad Town, referencing the farm there in 64.
  • Contrasting Sequel Setting: Paper Mario 64 took place in the typical Mushroom Kingdom setting from the franchise, refitted for the RPG gameplay. Many of the areas were based on recognizable world themes from previous Mario games, and the main central area is the bright, colorful, happy Toad Town. This game takes place in and around Rogueport, a gritty, crime-ridden port town, setting that the tone will be darker than the previous game. The chapter locations are much more unique to the Mario series, such as a fighting arena or a train mystery.
  • Could Say It, But...: TEC was programmed to serve Grodus, but wants to help Peach. To that end, he wants to tell Peach about the X-Nauts' plans, but is forbidden from saying anything since it would betray Grodus. He resolves this by giving Peach a multiple-choice quiz... that just happens to have the critical information as the correct answers.
  • Counter-Attack: The Superguard mechanic allows players to fully negate incoming damage while also dealing a minor hit to physical attackers. It uses the B button instead of A and has a much more strict timing at 3 frames, requiring 2 Simplifier badges to raise that a bit. Not every attack can be parried, and the Japanese version makes several more of them unparriable.
  • Cowardly Lion: Koops, who suffers from a lack of confidence at the beginning of the game, but proves to be a valuable partner.
  • Credits Montage: A recap of what has happened to your allies plays during the credits.
  • Crippling Overspecialization: Somewhat literally played with the Hammerman and Jumpman badges—each grants 1 extra damage for either Hammer or Jump attacks in exchange for being incapable of using the other. Their low BP cost (2, compared to 6 for a Power Plus) makes them attractive for boosting some builds, and they are really useful in those Glitz Pit fights where you're asked to not use one or the other type of weapon.
  • Crippling the Competition: During Chapter 3 (the Boxing Episode of the game), Mario will receive cakes at two points—if the player chooses to skip them, Shellshock will eat it instead. The first is after defeating The Fuzz, which restores all stats if Mario eats it (HP, FP, and Star Power) or has Shellshock boast how great it tastes. Just before your fight against Chomp Country (notable for having high Attack and Defense), another cake arrives. If you eat the second one thinking it's safe, you're forced to fight the next battle alone, without any of your partners. If ignored, Shellshock takes the poison instead. The poisoned cake turns out to be the work of the champion, Rawk Hawk, in response to a perceived slight against him by Mario and his team.
  • Critical Annoyance: There will be a beeping alert during battles when Mario's HP is equal to or below 5. Thankfully, it won't trigger at 5 if you reduced his max amount to that value to make the Power Rush badge always active.
  • Critical Status Buff: Several badges — such as Close Call — will power up Mario or his partners when they're at low HP. Depending on the badge equipped, they can get an Attack buff, a Defense buff, or cause enemies to sometimes miss with their attacks.
  • Crosshair Aware: Magnus Von Grapple 2.0 sucks up audience members and uses a crosshair to aim them at Mario. It's just for show, though.
  • Cruelty Is the Only Option: Trying to complete all troubles? The only way to complete the trouble for Toadia, the Luigi fangirl, is to pretend to be him, and get the real one called out as a fake. While it is possible to go back and try to talk to the real deal after talking with Toadia before Mario disguises himself, doing so will instead have Luigi ask if his brother wants to hear about his adventures like the game normally does, so the game requires that Mario wears the L Emblem and get Luigi inevitably hurt.
  • Cumulonemesis: The Ruff Puffs return from the previous game and are just as shocking as ever. New variants are introduced as well: the Dark Puffs, the Poison Puffs, which can poison Mario, and the Ice Puffs, which can freeze him.
  • Cursed with Awesome: The Black Chest Demons curse you... with the paper abilities you'll need to explore the next area/dungeon. One of the few instances where this is played for laughs. It's also justified by the fact that the "demons" are former heroes.
  • Cute Bruiser:
    • Goombella is an adorable young Goomba, but don't be fooled, she's much tougher than she looks.
    • The nameable, color-customizable Yoshi partner found in Glitzville. For someone fresh out of his egg, he can hold his own in a fight damn well.
  • Cute Witch: Vivian, the youngest of the Shadow Sirens, is also undeniably the cutest one of them. Even Goombella thinks so in her Tattle entries on her.
  • Damage Over Time: The poison and fire status aliments cause the affected character to lose 1HP every round until the condition is ended.
  • Damsel in Distress:
    • Peach, but like in the first game, she does a little more than just sit around and wait to be rescued. At the end of the chapters, you get to play as Peach sneaking around the X-Naut Fortress, looking for information to help Mario. This time the kidnapper isn't kidnapping Peach simply because he's an Abhorrent Admirer.
    • Luigi gets his own in the form of Princess Eclair, though it turns out that her kidnapper wasn't actually the main villain, at least according to the Super Luigi book series.
  • Dancing with Myself: During one of the interludes, Princess Peach waltzes with a hologram of herself provided by TEC.
  • Darker and Edgier: The Thousand-Year Door is definitely darker and edgier than its predecessor. The previous game was a charming RPG adventure through the bright and colorful Mushroom Kingdom to save Peach from Bowser like Mario usually does every other week. Not here. This game starts with the opening shot of the Prologue looking right at a gallows in the middle of town. The aptly named Rogueport is a textbook example of a Wretched Hive, predominantly inhabited by cutthroats and miscreants (including a parody of the Yakuza/The Mafia), and even they are terrified of what lurks behind the Thousand-Year Door. Many of the areas in the game — notably Twilight Town and its surrounding areas, Riverside Station, the Pit of 100 Trials, and the final dungeon itself — have a creepy atmosphere by any standards, let alone those of the famously family-friendly Mario franchise. There is a dark undertone that permeates throughout the entire game, and as the plot begins to unfold, players come to the realization that the ultimate motive of the X-Nauts and the Shadow Sirens is far more sinister than anyone could have initially imagined, with potentially world-ending repercussions.
  • Dark Is Not Evil:
    • There's Twilight Town, and even your own party member, Vivian. Also, the Black Chests and the "demons" within. Discussed post-game when the single Twilight Town resident in Rogueport comments that the Shadow Queen's darkness was more of a creepy, sinister kind-of-dark as opposed to the one he prefers.
    • The Dark Bones mini-boss in the Palace of Shadow. His sole line of dialogue implies that he's trying to prevent the Shadow Queen from being awoken.
  • Deadly Doctor: X-Naut PhDs, who attack by throwing potions that have various effects on Mario and his partner.
  • Dead Man Writing:
    • Mario gets to deliver one of these letters in a quest. It's from Bobbery's wife, Scarlette, which perks him up to help Mario and co. travel to Keelhaul Key.
    • Koops finds and reads one of these found amongst his father's bones. (Well, Kolorado's father's bones, really).
  • Deal with the Devil:
    • Mario has to sign a contract that Grubba gives Mario to participate in the ring while advising him not to read all of it, and in fact, sign without reading it. Some of the lines in the contract include Mario not being able to leave the Glitz Pit until Grubba releases him. Oddly enough, Mario can leave Glitzville via blimp after signing the contract without any repercussions. (Although this could mean "don't leave our employ" rather than "don't leave the area".)
    • You can agree to the join the final boss to rule the world, though this results in a game over.
  • Death of a Thousand Cuts: The Yoshi partner specializes in doing lots of damage in 1-point increments, though he can't hurt enemies with any Defense Power. Any sort of attack boost will cause the little guy to do ridiculous amounts of damage, though.
  • Degraded Boss: Upon arrival to the X-Naut Fortress, you'll immediately be attacked by a pair of Elite Mooks aptly called the Elite X-Nauts in a mini-boss battle. After defeating them, in the very next room you will encounter the Elite X-Nauts again as regular enemies.
  • Deliberately Monochrome: The foliage in Boggly Woods, for the most part, has no color. It's somewhat similar to Forever Forest from the previous game.
  • Dem Bones: The various Dry Bones species, Cortez, and Bonetail.
  • Demonic Possession: Peach gets possessed by the Shadow Queen.
  • Demoted to Extra: While Bowser was the Big Bad in the first game, he (and by extension Kammy Koopa) only plays a minor role in this game, being always one step behind Mario. However, he does have his own interludes (in some of which he's Promoted to Playable in parodies of the original Super Mario Bros.), and accidentally stops Grodus from killing Mario in the nick of time.
  • Descending Ceiling: A spike trap in Hooktail's Castle does this.
  • Detective Animal: Pennington the penguin.
  • Detective Drama: Chapter 6 is a spoof of this. The self-styled detective is useless, and it's Mario who has to do the investigation.
  • Developer's Foresight:
    • The first fight with Lord Crump in the Prologue is explicitly made to be impossible to lose. Even if you lower Mario's HP to 1 by intentionally jumping into the water repeatedly, he'll automatically by healed to 5 HP when encountering Crump. And since Mario goes first in battle, you'll end up winning with 1 HP even if you fail every action command and block, since Crump has 5 HP and only deals 1 damage.
    • When you enter East Rogueport for the first time, a Bandit will steal half of your coins, which you can retrieve later by finding his hiding place and talking to him. If you have no coins at all when he robs you (only possible by deliberately buying items at the shop in Central Rogueport until you run out), the sequence will play as normal, but confronting him will have unique dialogue expressing his annoyance that you had nothing to steal.
    • Normally when speaking to Luigi for the first time, he'll tell Mario he's in town due to his adventure in the Waffle Kingdom and offer to tell the story if Mario accepts. If you wait all the way until after Chapter 7 to speak to him, he'll instead tell Mario that he's in town to relax at the inn since his adventure has already concluded by that point in the game.
    • Turning back the clock to try and cheat in the Happy-Go-Lucky Lottery will disable it for the remainder of the day, in real time. Doing that will cause Lucky to nearly explode and give an Implied Death Threat.
    • You can access the Pianta syndicate headquarters as soon as you complete Chapter 1 if you know the secret code before Ishnail tells you. All the Piantas there have unique dialogue, and Francesca and Frankie are present before they elope.
    • Piercing Blow is a badge that's available to purchase from the shop in Rogueport that allows Mario's hammer to pierce through an enemy's defense. However, the Iron Clefts in Chapter 3 have infinite defense, so even this badge will have no effect on them. This is to ensure you do not skip getting the Yoshi partner, as his Gulp attack is the only thing capable of hurting them.
    • If Mario speaks to Mr. Hoggle with the Yoshi Kid that hatched from the aforementioned egg as his active partner for the first time, Mr. Hoggle will remark that the Yoshi used to be the egg he failed to catch.
    • During Chapter 3, two new fighters join the Glitz Pit to replace Bandy Andy and King K. At this point, you're too high-ranked to fight either one. But if you fall down the ranks by losing, you can fall down far enough to fight them. The Wings of Night team consists of Swoopers, as evidenced by team leader Sir Swoop (meaning they can be encountered before Creepy Steeple), and the Destructors consist of Spinias and Spanias.
    • Even though there's no possible way to see it (due to Yoshi's gulp being the only thing capable of harming the iron clefts, and the following cutscenes preventing you from switching partners), Goombella, Koops, and Flurrie all have different dialogue for checking Rawk Hawk's belt and realizing it has a fake Crystal Star on it.
    • Leading up to Chapter 4, Professor Frankly will tell Mario and his party to look for a warp pipe below west Rogueport to reach Twilight Town, the chapter's setting. Once Mario reaches the pipe and jumps in, the pipe will reject him, at which point Mario must go back to Frankly to learn a workaround. However, the pipe can be encountered earlier if Mario takes the Yoshi partner he recruited in the middle of Chapter 3 exploring in that area, which requires the Yoshi's flutter jump ability to reach. If Mario tries and fails to enter the pipe before dictated by the plot, Mario's active partner will remember this when Frankly instructs Mario on where to go, allowing the player to skip ahead to the workaround.
    • During the halfway point of Chapter 4, Mario's partners and the warp pipe leading back to Rogueport both become inaccessible. There's plot and gameplay reasons for this: Yoshi's Flutter Jump is required to reach the Twilight Town pipe from Rogueport, so if the player were to leave the chapter without him they'd have no way of getting back. Thus, the pipe stops working to ensure the player can't get stuck.
    • There is only one copy of the Lucky Start badge, dropped by Atomic Boo. The badge normally sticks around until the player grabs it, but depending on where in the room the Atomic Boo fight is initiated, it's possible for the badge to fall into a hole in the floor and become unobtainable. The game will recognize if this happens, and will put Lucky Start up for sale at the Lovely Howz of Badges to ensure that it is still obtainable. The remake corrects this by having the badge spawn in the middle of the room, regardless of where the fight began.
    • There are two bosses (the first Doopliss fight and the first form of the Shadow Queen) that have plot-important events take place during the fight, but could be brought to 0 HP with certain setups before said events happen. If you do that, they'll inexplicably heal a certain amount Doopliss will regain 10 HP and the Shadow Queen will regain 1 and the event will begin.
    • The game will remember if you've upgraded your party members to Super Rank before or during Chapter 4. If you have not upgraded them, they will have their initial Max HP (however Goombella will still have Multibonk despite unlocking that at Super Rank).
    • When you recruit Ms. Mowz, she gives you a badge. However, if you happen to have the maximum amount of badges you can carry, then there will be a quick cutscene where she leaves the badge in front of the badge store for you to pick up. Note that the maximum amount of badges you can have is 200 and there are only 85 unique badges, so in order for this to happen, the player would have to go waaaaaaaaay out of their way to grind for them.
    • During the interlude between Chapters 5 and 6, after you get a ticket for the train, Beldam will pop up for a cutscene. While Goombella, Koops, and Vivian will recognize her, Flurrie, Yoshi, Bobbery, and Mz. Mowz will not (as none of them was part of your party the last time you fought her), and wonder who she is.
    • In Chapter 6, on the third day, if you try go to the cargo room without talking to the engineer first (since the conductor isn't there to block the door), the door won't open, and your partner will comment on this as a Smorg briefly appears on the other side of the door.
    • If you happen to do some glitching around and enter Gloomtail's room after defeating Bowser for the final time (the room is inaccessible through normal means), there's a hole in the back area which was used when Bowser jumped down.
    • It's possible for the player to obtain the Ultra Hammer as soon as they return to Rogueport from Poshley Heights. When Professor Frankly informs you that you need to find the Ultra Hammer to reach Fahr Outpost, your active partner will tell him that you've already done so.
    • One Trouble involves rescuing Pine T. Sr., who's gotten himself lost and injured inside the Pit of 100 Trials. He can be found on Floor 18, and if you help him and make it to a floor with an exit pipe (which is every number that is a multiple of 10) he'll automatically head straight to the exit pipe and leave. If you somehow meet enough Movers to skip every exit pipe floor and make it to Bonetail along with Pine T. Sr.,note  the pre-fight cutscene will include him hiding behind a nearby pillar and shaking in fear just before you fight the boss, and heading to the nearby pipe on his own after you defeat it.
    • Like the first game, Goombella will have tattles for every single area and character that are able to be interacted with. Characters that are only around for a limited time such as ones that only appear during trouble center requests, random passengers on the Excess Express, and bosses such as Grubba and Bowser outside of battle all have unique tattle dialogue associated with them.
      • Additionally, some characters will have different tattle dialogue depending on current story progress. For example, Goombella will have something new to say about Pennington when first meeting him, after he introduces himself and makes Mario his apprentice, after Zip Toad/Doopliss runs away at Riverside Station, and after Pennington reveals he's the curator of Poshley Sanctum. Like the above, these only appear during certain windows of time, so you would only see them if you went out of your way to use Goombella at every possible opportunity.
    • During Chapter 7, Mario needs to get permission from Goldbob to use the cannon in Fahr Outpost. In order to do this, the player, as Mario, must agree to give Goldbob all of the coins they currently have, then go through a bunch of "are you sures?" before Goldbob reveals he was joking and returns your coins along with his permission... unless you don't actually have any coins, in which case Goldbob will make an exasperated comment lampshading it before sending you away. This pretty much has to be deliberate due to how late in the game this event occurs in, as well as the fact that in order to get zero coins, you need to spend exactly enough at shops to get down to that amount (since Mario can't buy anything if he doesn't have enough coins to purchase it).
    • When confronting Grodus in Chapter 8, Mario's partner will come to the realization that they are finally meeting the leader of the X-nauts face-to-face, and address him as such before Grodus introduces himself. Except Vivian, who's already seen Grodus before and already knows exactly who he is.
    • The Double Pain badge has a stacking effect if multiple copies are equippednote , even though only one can be obtained legitimately in the game. The remake's description has been updated to mention the stacking effect despite it being impossible to see in normal gameplay.
  • Diagonal Speed Boost: An unusual example. Because the game was built around an odd perspective, Mario has more x-axis speed than z-axis speed. However, speed is still calculated as a function of inputs in both directions, so provided there's a wall to restrict your movement in the z-direction, it's marginally faster to run at a slight forward diagonal than simply left or right.
  • Did You Actually Believe...?: Hooktail, when you fall for one of her schemes before she's defeated. She'll offer you a rare badge, 1,000 coins, and last but not least, to smell her feet.
  • Did You Just Punch Out Cthulhu?: Mario defeats the demonic Final Boss by jumping on it and hitting it with a hammer after being powered up by the Crystal Stars, admittedly.
  • Difficult, but Awesome: Some mechanics/badges/etc are hard to get good use out of, but are well worth the effort:
    • The Superguard requires better timing than the standard guard, but nullifies all damage and deals damage to some attackers. The Simplifier badge lessens the strictness of the timing, as well. The remake expects you to be good at this for the two new Superbosses, being very helpful for Whacka (who deals huge damage) and downright required for Prince Mush (who blocks every attack during his second phase, and can only be knocked out of it through Superguarding.
    • Koops' purely ground-based offense somewhat handicaps him against aerial foes, though with the right set-up, it's all he needs.
    • Similarly, Ms. Mowz' regular attack pierces Defense. Combined with Power Plus badges and Power Lift, she can obliterate ground enemies.
  • Difficulty by Region: Several enemy attacks cannot be superguarded in the Japanese version of the game.
  • Disappeared Dad:
    • Koops' father, Koopley, left for Hooktail Castle ten years before the start of the game to slay Hooktail. It doesn't end well, which gives Koops the motivation to join Mario to avenge his dad. When they defeat Hooktail, though, the dragon spits up Koopley, who survived in her stomach for ten years.
    • Kolorado's father suffered the same fate Koops thought of his father.
  • Disc-One Nuke: As soon as you can access West Rogueport and the Happy Lucky Lotto, you can cheat at it to get the Power Plus and Lucky Day badges very early on. As long as you only move the calendar forward, it won't be detected as cheating. This is even easier in the remake, since you can go to the dashboard without closing the game, drastically cutting down the time it takes.
  • Disguised Horror Story: Chapter 3 starts off as a fun and combat focused chapter where Mario takes up a career in professional wrestling, full of colorful characters. As he makes his way up the ranks, fellow fighter Bandy Andy shares stories about mysterious and ominous happenings around the arena that he's investigating. However, once Mario reaches the Major Leagues, the chapter's theme does a complete 180 from arena fighting to a horror mystery as events going on behind the scenes in the arena get progressively worse and darker. Even the music radically changes to something much more sinister.
  • Disproportionate Retribution: Rawk Hawk goes to great lengths to prevent Mario from fighting him or from advancing. Why? Simply out of revenge for Mario and his partners allegedly calling his champion's belt fake and thus inadvertently implying that he was a bad fighter (and they weren't even talking about the belt itself, but the Crystal Star on him). Similarly, the Armored Adonis Twins in the same Chapter wanted to beat Mario to a complete pulp, and later attempted to ambush Mario right after Mario defeated another group after losing to them in a rematch because Mario allegedly talked trash about their mom (something he didn't even do, but Grubba did while pinning the blame on Mario).
  • Distaff Counterpart: Goombella serves pretty much the same purpose as Goombario from Paper Mario 64; meanwhile, Bobbery is a Spear Counterpart for Bombette.
  • Does This Remind You of Anything?: Mario, uh... mounts and rides... a Yoshi in a very unfortunate-looking fashion, especially considering Mario's at least twice as big.
  • The Don: Don Pianta, also known as the Don of Untimely Death.

    Don Pianta: What's wid you, wise guy? I ain't too jolly today ... If you got a beef, spit it out quick or dis is gonna hurt!

  • The Door Slams You: Happens to Mario if he's standing in front of the door when the security guard comes to escort him to a Glitz Pit match.
  • Downer Ending: This happens if you decide to become the Shadow Queen's servant, as the game says "The Shadow Queen engulfs the world with her foul magic. For Mario, Peach and the world it was... GAME OVER.
  • Dracolich: At the bottom of The Pit of 100 Trials lurks Bonetail, Hooktail's and Gloomtail's undead, skeletal sibling. He is by far the toughest enemy in the game, being statistically superior to the Shadow Queen. Mercifully, Bonetail's attacks are far more predicatable and he is an optional superboss.
  • The Dragon: Lord Crump. Beldam also counts, though she is The Dragon to the Shadow Queen and is actually the Big Bad of the game due to her manipulation of Grodus.
  • The Dreaded:
    • By far, the Shadow Queen, who is among the most heartless, evil Mario villains to ever have been onscreen, comparable to the Shroobs and Cursa. Her legend had stood strong during the events of the game, with people still talking about the four heroes who sealed her away. Her power is immense, shown when she severely cripples Grodus with a single lightning bolt, drags the audience to Hell to heal herself during the second phase of her fight, and attacks with all sorts of crazy moves that would leave you hurting badly. Despite being statistically weaker she's in reality more powerful than even the Super Boss, and not hust because she requires scripted outside interference to beat.
    • Cortez, the pirate ghost king. Not only is he in control of thousands of malevolent pirate spirits, it goes without saying that he's the leader for a reason. Subverted after he helps Mario and the other stranded islanders defeat "Four-Eyes" (Lord Crump) and gets them safely back to Rogueport after Chapter 5.
    • Doopliss had his moment during the beginning of Chapter 4 where all of Twilight Town were being turned into pigs due to him making the bell ring throughout the land, leaving the remaining residents terrified as their loved ones became swine. Without a doubt, the suspense building up to who you would battle once you reached the steeple would be nerve-racking your first time.
    • Despite being Demoted to Extra, Bowser. He might not be the Big Bad this time, but he's still the Koopa King. Most NPCs, including those of East Rogue Port, flee screaming from his presence. Only the very brave (Or just goofy) keep calm when he's around.
  • Dressing as the Enemy: Peach dons an X-Naut uniform at one point. Theoretically she could have used the costume in order to escape, though TEC only informs her that she needs to leave once he uncovers what Grodus and the Shadow Sirens have planned.
  • Dual Boss: Doopliss and one of your allies at the end of Chapter 4, and Bowser and Kammy Koopa late in the final Chapter.
  • Dub Name Change: Many examples, but Doopliss is notable for his name being plot-relevant. His Japanese name is ランペル ranperu, or "Rumpel," from Rumpelstiltskin.note 
  • Dungeon Shop: In the Great Tree, one of the Punies was able to hide from the X-Nauts and operates an official shop there.
  • Dysfunctional Family: There's a Toad family of four that live in the west side of Rogueport. The older child spends his time outside as he dislikes the problems going on with his parents, while the younger child never leaves the house. The father is an aspiring writer stuck with writer's block who laments the state his family is in, while the mother is quite possibly a severe gambling addict who spends her days at the Pianta Parlor gambling, so much so she's never around to cook for the family and very casually pays no mind that they just buy what they want to eat without any kind of family meals. By the end of the game, all four are able to finally come together and be a happy family.

E-F 

  • Early-Bird Cameo: Bulky Bob-Ombs don't appear as actual enemies until Chapter 5 (Pit of 100 Trials notwithstanding), but they'll join as part of the audience in battles against Macho Grubba and Doopliss at the end of their respective chapters in the Gamecube version. You'll start seeing them regularly integrated with the audience during their chapternote .
  • Easter Egg:
    • There's a place in the X-Naut Fortress where Mario can be 8-bit again.
    • Stay at an inn 50 times and you'll get a special cutscene and a 200-coin gift.
  • Easy Level Trick: Levels 90-99 of the Pit of 100 Trials have some of the hardest non-boss encounters in the entire game, boasting not only high stats but having abilities that make the fight much harder if not defeated immediately. However, they are all flying, which makes them easily swept away by Flurrie's Gale Force before most of them can do anything.
  • Eating the Enemy: Hooktail, the evil dragon that haunts Petalburg Meadows, was infamous for tricking enemies on the verge of defeating her then gobbling them up when their guard is down. And when that doesn't work, she eats the audience instead.
  • Egg McGuffin: In Glitzville, Mario and party save an egg from being made into a hot dog. The egg hatches into the Yoshi that joins your party, and you need him to beat the mini-bosses of Chapter 3.
  • Elite Mooks: Koopatrols (which have their own elite version, Dark Koopatrols), Elite X-Nauts, Elite Wizzerds, Red Bones, Dark Bones, etc..
    • Elite Wizzerds deserve their own subsection, as the weakest of the three types of Wizzerd, the Dark Wizzerd, is an endgame mook with both regular Wizzerds and Elite Wizzerds being exclusive to the Pit of 100 Trials. Elite Wizzerds have a defense of 5, tied with Chain Chomps and Moon Clefts for the highest save for the Iron Clefts (who have an infinite defense and are only there as a Skill Gate for the arrival of a partner with an Armor-Piercing Attack), and due to their ability to float, they're immune to a number of your "attack everyone and pierce through defense" skills such as the Super and Ultra Hammers. (Well, the front one still gets hit, but it doesn't hit anyone else). They also have a base attack of 8, tied for third-highest in the game behind Amayzee Dayzees and Piranha Plants, 12 HP (fairly high, especially given that monstrous defense), access to a number of Status Buffs...and can come in groups of up to five, which even for the Pit of 100 Trials is a Wolfpack Boss In Mook Clothing. Even worse, said groups of five commonly carry stopwatches, which can immobilize Mario and his partner...
  • Elopement: One subplot involves the daughter of a Pianta mafia don eloping with one of his underlings. The first time you meet, he agrees to secure you a ride to the place where the next Plot Coupon is if you bring them back. On finding them, they return of their own accord and he tells them to get lost but gives them his blessing in a roundabout way. They settle on a tropical island a few Chapters later. Just before Chapter 6, you need a ride once again, so you return and find him sick (literally) with worry about them. One subquest later and you have your ticket, the couple and the Don reconcile and everyone's happy.
  • Endless Daytime: Twilight Town, as the name suggests, is in a stage of perpetual twilight.
  • The End of the World as We Know It: A "great cataclysm" happened in the past. Mario must prevent a second coming.
  • Ensemble Dark Horse: In-Universe, Luigi and his "character" were the most popular out of the entire play he was in during his quest. For context, his character was grass. Just grass. Lucky for Luigi, the audience happened to be plant people.
  • Epic Fail: When asked about Luigi's adventures his "sidekicks" tell Mario that they're pretty much an exaggerated series of this. Except Hayzee. But she's a Cloudcuckoolander from a village full of more Cloudcuckoolander Crazee Dayzees who LOVED his "role" of grass.
  • Escape Battle Technique: The game featured a "Run Away" option outside of most scripted fights, though it had a good chance of failing and cost coins (albeit coins that could be picked up afterward).
    • The upside is that mashing A quickly enough gets you a 100% success rate & the coins you lose land on the ground so you can get 'em back although you'll need to to avoid the enemy while you do it & they don't stay long.
  • Establishing Character Moment: For the whole setting, there are a few at the start that come in rapid succession to enforce that you're not in the fun-loving Mushroom Kingdom. The player's first clue that this game will be Darker and Edgier than the Mario norm? That would be the gallows in the center square. Then you see some toughs threatening someone in the background. Then a pickpocket robs Mario himself of half his coins.
    • When the Shadow Queen is finally released from her crypt and possesses Princess Peach, it quickly becomes apparent that she will not listen to Grodus as he had thought. After severely crippling and sending him away, she then offers Mario a Deal with the Devil.
  • Evil Chancellor:
    • In the "Super Luigi" book series, Minister Crepe, who called for help, turns out to have been behind the kidnapping all along.
    • Jolene is an inversion: Although it seems like she was the one who was making the fighters disappear, it was actually her boss, Grubba, who did the deed. And while she was trying to betray him, it was actually due to the fact that she wanted to stop him knowing how much of a scumbag he really was.
  • Evil Costume Switch:
    • At the end of the game, Peach gets a dark version of her usual dress.
    • You could also count Mario in his Wario outfit or his Waluigi, depending on whether he equips both the W and L emblem or just the W emblem.
  • Evil Gloating: Grodus to Mario, but little does he know...
  • Evil Is Not a Toy: Grodus believes that the Shadow Queen was bound to serve the one who released her. Boy, is he wrong.
  • Evil Laugh: Grodus, Lord Crump, the Cursed Chest Demons, Beldam, and the Shadow Queen all have one.
  • Evil Living Flames: Embers and Lava Bubbles return, with the former playing a major role in Chapter 5. Cortez summons an army of them to attack Flavio's ship, and later Lord Crump's ship. This game also introduces Phantom Embers, undead green fireballs found in the Palace of Shadow and the Pit of 100 Trials.
  • Evil Sorcerer: Grodus, though he's more of an Evil Techno Wizard.
  • Exact Eavesdropping:
    • Played With in Twilight Town with the crows. Mario and Vivian learn by eavesdropping on the crows how to learn the name of the monster who stole his body. Of course, they have to listen to the right crows, or they get nothing but random philosophy or gossip.
    • In Chapter 3, while in the vent, the person you're spying on basically goes over his entire diabolical plan to himself. Just to grab your attention, he more or less says "And since I'm talking out loud here, I'll just put this extremely important piece of paper in this desk drawer here and leave. Ah, there we go. Right there in the drawer, nobody's gonna steal it at all."
  • Exactly Exty Years Ago: It's been a thousand years since the Thousand-Year Door was last opened, and ten years since Koops' father, Koopley, left for Hooktail Castle.
  • Expy: Many of the partners fill similar roles to the partners from the original Paper Mario, but one notable minor character is Grifty. Grifty's a green rodent who covers almost all of his body except his face and will share information on local history with you if you can find him at the end of the secret rooftop route in the easternmost section of town — exactly like Moustafa from the original.
  • Excuse Question:
    • Used as a plot point. The Big Bad's Artificial Intelligence, TEC-XX, has been allowing the captive Peach to visit its main terminal to converse with her (as it is secretly in love with her). After a few visits, TEC seems conflicted about something, then it suddenly challenges Peach to a quiz game. The first few questions are about things the player must already know, but then;

      TEC: What is the legendary treasure that waits behind the Thousand-Year Door? A. 100,000,000 coins, B. An extremely rare badge, C. A 1,000-year-old demon's soul.

    • TEC proceeds to use the rest of the quiz questions to explain Grodus' entire plan to Peach without technically violating Grodus' order not to tell her about it and then rewards her "victory" by allowing her to send a message to Mario, which she, of course, uses to relay the new information.
  • Extra Turn: Goombella's Rally Wink gives Mario an extra action for the turn at the cost of her own. Mario is significantly more versatile than any of his partners, so it's worth the trade.
  • Faceless Goons: Every X-Naut wears something over their face, and goggles. Much like Shy Guys, their true appearances are unknown.
  • Fake Longevity:
    • Chapter 4 would actually be the shortest Chapter in the game if it weren't for the fact that you're forced to go Back Tracking through the Twilight Trail four times.
    • Before Chapter 7, you have to find a Bob-omb named General White. This involves going to all the places you've already been to and finding out that's he's already long gone to somewhere else until he finally shows up at Fahr Outpost, the place from where you've set off.
  • Fake Ultimate Hero: The Super Luigi books novelize Luigi's (mis)adventures in the Waffle Kingdom, but they also change a huge number of details to make Luigi look more heroic than he actually was. Among other things, they claim he played "a purifying earth spirit" in the Jazzafrazz Town play, when he was actually an inanimate patch of grass on the side of the road (but the town was full of Dayzees who idolized nature, and thus he was hailed by them). The end result is that the entire series is largely full of lies that is only loosely based on the truth except for the ending.
  • Fallen Hero: Downplayed with the Black Chest Demons. They are actually the four heroes who sealed away the Shadow Queen behind the Thousand-Year Door, only to be trapped inside the chests for their troubles and forced to curse whoever frees them. Mario does just that, leading to them gleefully savoring his supposed "suffering"; the only one who doesn't is the last demon, by which point Mario has caught on and let him do his spiel, with the demon giving him his thanks. While they technically work for the one they defeated now, they're still nothing but helpful to Mario, while simultaneously messing with him.
  • False Innocence Trick: Every Black Chest Demon you encounter will try its damnedest to convince you that it's an innocent victim trapped in a chest only to reveal itself as an evil spirit and curse you. Of course, it becomes quickly apparent that Mario is being Cursed with Awesome, and the act has gone stale by the fourth chest, to the point that even Mario tells the Chest Demon to just shut up and curse him already. Grifty's stories imply that the four Chest Demons are actually the four heroes of legend who originally sealed the Shadow Queen beneath Rogueport a thousand years ago.
  • Fantastic Racism: The Bob-ombs of Fahr Outpost are inherently distrustful of anyone who isn't a Bob-omb. The only way Mario is able to get them to allow him use of their giant cannon is to have Bobbery out to talk to them in his stead.
  • Faux Affably Evil: Lord Crump. "So sorry to surprise you... No, wait... No need for that fake politeness anymore..."
  • Female Monster Surprise: Hooktail. A big girl's gotta eat after all. This is absent in the Spanish localization, in which she is male, but in turn her eldest brother, Bonetail, is female, which also applies to the original Japanese and the German and Italian localizations.
  • Fire, Ice, Lightning: The Shadow Sirens' elemental powers (Vivian wields fire magic, Beldam wields ice magic, and Marilyn wields lightning magic); note the appropriate hat colors.
  • Fight Woosh: When a battle starts, a stage curtain drops down, then raises to reveal the battlefield on a literal stage.
  • Fighting from the Inside: Peach to the Shadow Queen, thanks to the Crystal Stars.
  • Fighting Your Friend:
    • When Doopliss steals your identity, you very own friends, who assume you're Doopliss in his shadow-clone guise, fight alongside him. You don't have to kick their asses, but still.
    • There's also Peach getting possessed by the Shadow Queen at the end of the game.
  • Five-Second Foreshadowing: When Grodus awakens the ancient demon that's been sleeping behind the Thousand-Year Door, it's revealed that she's actually a Living Shadow like the Shadow Sirens are. Not two minutes later, you learn that Beldam had duped Grodus into opening the Door for her, and that she's been a loyal servant of this Shadow Queen the entire time.
  • Fission Mailed: If you use alter the GameCube's clock to cheat at the lottery, Lucky the Bob-omb will become infuriated enough to do a sudden shutdown, only to quickly let the issue slide after being paid 500 coins for a new ticket.
  • Flipping Helpless:
    • Like the previous game, jumping on a Koopa or Buzzy Beetle will flip it on its back, rendering it helpless and negating its Defense Power (until it gets back up). However, the same can happen to your partner Koops.
    • Simultaneously subverted and inverted with Shady Koopas, who have the same "flipped" animation and have their defense dropped, but will attack with a stronger attack while they're on their backs.
  • Floating Continent: Glitzville is kept afloat via rockets.
  • Forced Transformation: The residents of Twilight Town (as well as the Travelling Sisters Three and Dupree, who were unlucky enough to get there at the wrong time) transform into pigs whenever the Creepy Steeple's bell rings, because of Doopliss' curse. They all turn back to normal when Mario kicks his ass.
  • Food Porn: Classic Paper Mario food cooking in all its glory. You'd be surprised how good cartoony 2D food can look.
  • Fooled by the Sound: When Mario is spying on Grubba, the latter hears a sound from the vents and the player must choose from three options a sound to imitate: a squeak, a meow or a belch. Fortunately for our heroes, if the last option is picked, Grubba assumes it's just a belching beetle.
  • Forceful Kiss: When Flurrie joins Mario's party, she decides to thank him for retrieving her lost necklace by "grabbing him and giving him a little sugar" even as he frantically shakes his head for her not to.
  • Foregone Conclusion: Luigi's adventure. Before Luigi actually finishes his adventure, the book based on his adventure starts to release. The first volume of Super Luigi's first paragraph starts something like this: Have you ever tried your hardest to do something, fail, and then feel like you completely wasted your time. This is a story much like that. Now, this is a pretty accurate statement, considering the source. Except for the fact that Luigi isn't done with his quest yet. He won't be for at least two more Chapters of Mario's adventure. How does the book know?
  • Foreshadowing:
    • When TEC is cycling through his cameras during the first Peach segment, one of them shows the top floor of the base with the surface of the moon visible through the windows.
    • In Twilight Town in Chapter 4, a villager makes a wish on the moon not to turn into a pig. When his wish is granted, he asks Mario who he thinks lives on the moon. The two answers are Little Green Men and Princess Peach. While you don't know at this point in the narrative, the latter actually is true - Princess Peach is in the X-Naut Base, which is later revealed to be on the moon. The NPC's response to this answer is pregnant with foreshadowing.

      Twilighter: Ha ha ha! Too funny! You must be a dreamer... What an imagination!

    • In the intro before the title screen, the hooded peddler who gives Peach the chest containing the map is short and hunched over, and she gives out a rather sinister cackle during the exchange. This cackle is Beldam's Evil Laugh, and she confirms at the end of the game that she was the one who encountered her.
    • You might not realize it until you actually get the item, but the reply when you are forced to name Doopliss is missing one specific letter or kana.
    • Despite having a Crystal Star on his belt, Rawk Hawk never actually harnesses its power. This is a subtle clue that the star on his belt is actually a fake.
    • There are several hints in the game that the treasure behind the Thousand Year Door is not a good one for the world, as well as the X-Nauts' plan to conquer the world with said treasure.
      • The intro, as well as the early chapters, mention that a great cataclysm brought darkness to the town where Rogueport now stands before a treasure appeared around the same time. In addition to that, rumors were spread among the citizens who founded Rogueport that said treasure is behind the Thousand Year Door for anyone willing to find it. It's revealed before Chapter 4 that the Shadow Queen and the cataclysm that caused the darkness are one and the same, while the "treasure" behind the Thousand Year Door was just a rumor spread by Beldam in order to find someone of a pure heart who can open the chest that contained the Magical Map.
      • One of the potential theories Professor Frankly has about the treasure is a demon. He's unwittingly right on the money, as the treasure is the Shadow Queen's soul.
      • After the X-Nauts kidnap Peach since Beldam failed due to too many witnesses, such as Toadsworth, Grodus orders his men not to harm Peach while she’s in captivity and even repeats the same order to Peach when she is disguised as an X-Naut during the Peach Intermission after clearing Chapter 3. As Peach is the Shadow Queen's vessel, he has damn good reason for her to be in perfect condition.
    • After the fight against the Shadow Sirens in Chapter 2, Vivian's Tattle Log appears in Professor Frankly's waste basket if the player doesn't use Goombella's Tattle on her. The same does NOT apply to the other two, hinting towards the fact that Vivian is not fought a second time in the game.
    • When Vivian and Mario team up for the first time, Koops, under the belief that this is the same fiend they fought earlier, accuse him of teaming up with the Shadow Sirens to get revenge. The real Doopliss does join the Shadow Sirens later on to get revenge on Mario for trouncing him.
    • During Chapter 3, you can meet Bandy Andy outside in the hallway and he'll tell you about the "Seven Wonders of the Glitz Pit". One of them, "The Spooky Ring Lights", has Andy mention that his friend saw mysterious lights in the arena when nobody was around, and he plans to investigate it himself. Later on, you find Andy and King K barely clinging to life in the storage room after having been drained by Grubba, and Grubba himself confronts you with his power sucking machine when the Glitz Pit is empty.
  • Formerly Friendly Family: Downplayed with The Shadow Sirens. Beldam bullies both of her sisters but they work together and all start out as enemies to Mario, but after Beldam mistreats Vivian one too many times, she gets fed up and switches over to Mario's side, where she stays for the rest of game, because Mario treated her way better than she ever did. In the epilogue, they do make up.
  • Four Eyes, Zero Soul: Grodus. Clad in goggles, he's an Evil Overlord with no remorse for hurting anyone, and only cares about himself.
  • Four Is Death:
    • Mario's quest for the fourth Crystal Star takes him to Creepy Steeple, where he must wrest the Star from Doopliss.
    • The haunted fourth cabin of the Excess Express.
  • The Fourth Wall Will Not Protect You: Combat in the game is presented as a stage production, with combatants as actors on a stage and an audience watching. This set-up provides several comic ways to break the fourth wall In-Universe.
    • The stage equipment can malfunction, causing damage or other effects to befall Mario, his partner, or his enemies.
    • The audience will cheer Mario on for executing his Special Attacks well—a good performance generates star power (in multiple senses), which Mario needs to fuel his Limit Breaks. Doing well will attract more audience members to the theatre, which can raise Mario's star power further in turn.
    • Audience members can throw items at Mario, either helpful items from fans or harmful items from hecklers. Mario or his partner can punish anyone about to throw an item, but be careful not to hit a fan, or even more fans will leave with them. Some troublemakers will even leap on stage to run amok behind the scenes.
    • During a Boss Battle, many bosses will have some way to attack the audience directly—Hooktail, the first boss, introduces this mechanic by leaping off stage and devouring the audience to restore her health.
  • From Nobody to Nightmare: Mario is this to the X-nauts, as Grodus and co have no idea who he even is until he ends up on their radar due to possessing the map leading to the Crystal Stars. He then proceeds to foil Crump and the Shadow Sirens every time they throw something at him and secures six of the Crystal Stars, enraging Grodus. Grodus, however, flips this trope around near the end of the game by manipulating Mario into collecting the final Crystal Star and opening the door for him, then ambushing Mario near the end of the Palace of Shadow so he can take all seven stars from him at once.
  • Frothy Mugs of Water: In the English release, Bobbery refers to his final beverage as Chuckola Cola, and the icon had been turned purple. In the original Japanese version, the drink was literally Bintejireddo, meaning Vintage Red, a type of red wine.
  • Funny Background Event:
    • On occasion while you're in the middle of cutscenes in Rogueport and other towns.
    • Battles are presented as a stage production, requiring players to pay attention to vandals among the audience in the foreground and to the background props suddenly swaying and collapsing over Mario. Also, sometimes Luigi is among the crowd and every so often he does an Aside Glance towards the player.
  • Funny Octopus: Blooey the Blooper. Unlike Mario's partners, who followed Mario out of respect or another benevolent reason, Blooey, as well as the rest of Luigi's partners (excluding Hayzee), follows Luigi around out of a desire for revenge after Luigi accidentally threw him into lava.

G-J 

  • The Gadfly: Lord Crump has a lot of amusing insults he likes to throw at others.

    Crump: Buh? Somebody there? Hey! What's the big idea, Turtle Boy?

    Crump: Whoa. What's your problem, Gramma? You got an ear hair tickling your brain, or what?

  • Game-Breaking Bug: Shell Shield can cause the game to hang endlessly, if the partner in front is KO'd in the same move (but not simultaneously; the exact frame window depends on whether the fatal attack was guarded or not) as Mario's Shell Shield in the back gets broken. The game tries to play the "partner collapses", "Mario and partner trade places", and "Shell Shield breaks" animations all at once and somehow this exact timing causes them never to finish and the game never returns control to the player. Thankfully, this is a very specific circumstance.
  • Gameplay and Story Integration:
    • Chapter 1 takes place before the X-nauts and Shadow Sirens learn Mario has the Magical Map and is hunting the Crystal Stars. Likewise, Chapter 3 takes place in a location where neither party ever learns that a Crystal Star is there. As such, both chapters are the only ones in the game that have nothing to do with the Big Bad's agenda, and neither the X-nauts or the Shadow Sirens appear to antagonize Mario at any point during either chapter.
    • Grubba is the only other character to use the power of a Crystal Star for himself on-screen, and he uses it to increase his own power drastically at the end of Chapter 3. When Mario obtains that same Crystal Star, he also gains the power to give himself Attack and Defense Ups.
    • On the way to Chapter 4, Mario is blocked by the Twilight Town warp pipe as it only works for people who have their names written on them somewhere, which Darkly helps him and his partners with so they can proceed. After having his identity stolen during said chapter, the pipe back to Rogueport will reject Mario because while Mario's name is still written on his person, it's not HIS name anymore.
    • After Chapter 5, the weak Goomba and Spinia enemies in Rogueport Underground are replaced with slightly more threatening Koopatrols, Hammer Bros, and Magikoopas (with the exception of one Spiked Goomba lurking about), coinciding with the time that Kammy calls the entire Koopa Clan as reinforcements in the post-Chapter 5 Bowser segment against the X-Nauts. The post-Chapter 6 Bowser segment mentions that they are scouting the Underground for signs of the Crystal Stars and manage to find (a fake) one in Rawk Hawk's hidden gym.
    • In Chapter 8, Mario's partner will deduce that Grodus is the leader of the X-nauts upon seeing him, but do not know his name until he reveals it, since this is the first time Grodus has confronted Mario and co. face-to-face. Should you have Vivian out as your active partner, however, she is noticeably less surprised since she's seen Grodus before and already knows who he is.
  • Gameplay and Story Segregation:
    • In Chapter 4, after Doopliss steals Mario's identity, the shopkeeper in Twilight Town is still able to keep track of your previously acquired shop points, despite the fact that no else can or should be able to identify Mario.
    • Rawk Hawk claims he's going to continue training, and he'll be stronger than ever before. Despite this, he has the exact same stats the first time you fought him if you go through the Glitz Pit again any point after Chapter 3.
  • Gangplank Galleon:
    • Keelhaul Key and Pirates' Grotto.
    • Rogueport, as it contains many pirates as well. It even has a gallows.
  • Get It Over With: The Cursed Chest Demons. By the fourth Cursed Chest Demon, even Mario, mute as he is in these games, is getting tired of the whole rigmarole. The Demon ends up quite hurt by the whole thing.
  • Germans Love David Hasselhoff: In-Universe. In contrast with the first game, many people in Rogueport fail to recognize Mario or don't see what the big deal about him is. Meanwhile Luigi, who is usually disrespected in his hometown the same manner Mario is here, is popular enough in Rogueport to have his own best-selling book series, one character mistakes Mario for Luigi, and one sidequest involves helping an obsessed fan girl meet Luigi (by disguising yourself as him).
  • Get on the Boat: In chapter 5, you will take a boat to go to the tropical island of Keehaul Key.
  • Ghost Pirate: Cortez is a skeletal ghost that remains bound to his ship until he re-obtains his former red skull treasure.
  • Giant Flyer: Hooktail, who is first seen flying above Petal Meadows while returning to her castle.
  • Giant Space Flea from Nowhere:
    • The Smorgs during Chapter 6. While they get a brief bit of foreshadowing during the visit to Riverside Station (and a post-Chapter 6 NPC mentions researching them, which suggests they're at least a known species), they are still completely unrelated to the plot and there's no reason given as to why they attacked, outside of some implications that the Shadow Sirens disturbed them.
    • Luigi parodies this; after beating the Chestnut King, what he vaguely describes as a huge nightmarish monster appeared that he took out. The Super Luigi books say the "monster" was actually Minister Crepe, who had been using Luigi all along.
  • Gimmick Level:
    • Every fight in chapter 3 is a tournament bout that enforces certain restrictions on you during battles. Examples include not using any items, finishing in a certain amount of turns, or not allowing you to use the Crystal Stars. As such, running out of HP simply causes you to lose the match rather than leading to a game over since it's a tournament match rather than a fight to the death. Except against Macho Grubba, who very much can kill you.
    • Chapter 4 is significantly shorter than every other chapter in the game, and its boss is ridiculously easy, especially for that point in the game. Then it leads to a fake-out ending after grabbing the Crystal Star, and the second half of the chapter involves backtracking through Twilight Trail multiple times to track down the boss's name and finish him off for real.
    • Chapter 5 partially invokes this: After defeating Cortez and grabbing the Crystal Star, the chapter will end, but the player is still stuck on Keelhaul Key and then has to fight another boss in the form of Lord Crump before the game finally cuts to the Peach intermission.
    • Chapter 6 is a Breather Level that mostly involves puzzle-solving and platforming, and the only required fight in the entire chapter is against the boss, Smorg. And unlike other bosses, Smorg is a Giant Space Flea from Nowhere that is fought 3/4ths of the way through the chapter instead of the very end, and the Crystal Star obtained at the end of the chapter is found just sitting in Poshley Sanctum rather than being obtained from the boss.
  • Gladiator Subquest: After becoming champion of the Glitz Pit in Chapter 3, you can return to fight your way back up the ranks and reclaim your title afterwards.
  • Glass Cannon: The game encourages players to play dangerously by stacking up attack multipliers when Mario is at low or critical health. Several items and skills can prevent Mario from being finished off to mantain this absurd power going for as long as possible, and a NPC can even respec Mario's stats so that he's always in Danger mode. Raising HP upon levelling up is outright called a lack of confidence by the interface.
  • God Save Us from the Queen!: The Shadow Queen is a demonic entity who wants to cover the world in darkness. She does a Demonic Possession of Princess Peach, transforming her into Shadow Queen Peach, complete with an Evil Costume Switch and having a cold, ruthless, and icy personality that is the total opposite of Peach herself.
  • Goldfish Poop Gang: Lord Crump, the Shadow Sirens (and Doopliss once he joins the latter).
  • Gondor Calls for Aid: When Mario and his allies are fighting the Shadow Queen, the Crystal Stars react to her dark magic and fly around the world to tell its people what's happening. Every citizen answers the call with cries of encouragement and prayers for the group's success.
  • Good Morning, Crono: The game proper starts with Mario sleeping on a boat, when an unnamed and unseen character wakes him up to inform him that they've almost reached the city of Rogueport now.
  • Good Princess, Evil Queen: The Big Bad is the Shadow Queen. When she takes over the Princess Classic heroine Princess Peach, they are referred to as "Shadow Queen Peach" and have a cold, icy personality contrasting Peach's kind one.
  • Goroawase Number: There's a password in X-Naut Fortress which you need to get past a door. Said password, 014029, can be read as "おいしー おにく"note , meaning "delicious meat."
  • Grand Theft Me: Mario gets his body and name lifted by Doopliss in Chapter 4, which forces him to wander in shadow form to try and get it back.
  • Gratuitous English: At one point in the Japanese version, Rawk Hawk says:

    "AI AMU NANBA WAN!! AI AMU CHANPION!! (アイ アム ナンバ ワノ!! アイ アム チャンピオン!!)"note 

  • Gratuitous Spanish: Cortez talks like this, amigo!
  • Gravity Screw: The gravity on the Moon is much less, allowing for higher jumps and slower movement.
  • Great Big Book of Everything: Goombella has one that she uses for her Tattles. This even includes Princess Peach after she is possessed by the final boss.
  • Green Hill Zone: Petal Meadows is the very first area traveled to in Chapter 1 located outside of Petalburg.
  • Groupie Brigade: The wrestling fans at the Glitz Pit. You even get your own once you become the champion. You can also wail on them with your hammer. And if you get rid of all of Rawk Hawk's fans this way, he chews you out for beating up his fans "just 'cause you ain't got none".
  • Guide Dang It!:
    • The fog that appears during the battle that lasts two turns and reduces everyone's accuracy by 50% can be removed from the battle by either using an attack or item that triggers an explosion or by using Flurrie's Gale Force. The game never tells you that you can get rid of the fog.
    • Finding the Atomic Boo. Remember the church full of Boos clinging to you and sending you back to the entrance? You can send them flying with a Spin Attack. Do so until the boss shows up. To the game's credit, it tries to give to you a clue — notice how the Boos are spinning as they crowd you.
    • Finding General White in Chapter 7. You need to backtrack to most major chapter locations out of order, talk to certain characters, and head back to Fahr Outpost. The townsperson you need to talk to can be either a major NPC (the bartender in Glitzville) or a minor one (a Twilight Towner in an innocuous corner), and their hints are designed with the idea you're expecting a run-around beforehand. The last hint doesn't even give you a location, just the hint "he said he was tired" which the player is supposed to read as "he returned to his home in Fahr Outpost." Notably, there's nothing in the game prior to this point to notify you the house he's in has anything to do with General White.
    • Any time you need to use Vivian's ability to get an unseen, hiding NPC to reveal themselves, most notably while finding Ghost T. in Chapter 6.
    • The "Space Food" item, and even the Allergic status itself is this. The item can be cooked up by Zess T. or given at the Fahr Outpost Inn, but not only does it not have any indication that it can inflict the condition during battle, it doesn't even have a perfect chance of inflicting it either. As for the status effect, it's extremely rare, only being inflicted by said item, Beldam (during the second battle against her), or the Shadow Queen, and even the text for the original version is very confusing ("Status hasn't changed"). However, the status condition itself prevents any further status changes - positive or negative.
  • Had the Silly Thing in Reverse : During Luigi's quest he found out that one of the compass pieces can be received by winning a go-kart race. Having been in Mario Kart so many times, Luigi thought this would be a snap. This is the one story that Luigi actually stays much closer to the truth; as he puts it the karts were much higher in power, and they were stickshifts (something that the karts in Mario Kart do not have). The end result is Luigi going in reverse right into the wall (thankfully not enough to make it undriveable, as he was able to finish the race). The total amount of damages for THAT little stunt was 50,000 coins.
  • Having a Blast: With his special talent of blowing things up, this trope is embodied in Admiral Bobbery.
  • Hazardous Water: Falling into deep body of water in the game, innocuous-looking pools and fountains included, will cause plumber-eating giant fish to damage Mario for 1 HP and spit him back on the nearest surface. They can be useful for getting Mario to Peril Mode at will.
  • A Head at Each End: According to Luigi, during his adventure, he battled Hizza, a giant snake that Plumpbelly Village had to sacrifice maidens to. Luigi notes that the snake had a second head on its tail.
  • Heads I Win, Tails You Lose: Near the end of the game, after defeating Grodus close to the Shadow Queen's realm, they'll simply exclaim that they had prepared for this event to happen and proceed to wreck you in a cutscene. Thankfully, another background event saves the day.
  • Healing Boss: The game has three scripted examples:
    • After getting Hooktail's HP down to zero, she will attempt to trick you into coming closer to get a cheap shot in. Regardless of whether or not you fall for the tricks, she will then devour some of the audience to restore some of her health.
    • After nearly depleting Cortez's HP to zero in his third phase, he will eat the souls of half the audience and fully restore his health.
    • Upon dropping the Shadow Queen's HP to half, she will show her true form and become invincible. After a few turns she will use her powers to consume the entire audience and restore herself to full health.
  • Heavy Sleeper: General White. "Sleeping like a 'stached baby." And you need to wake him twice.
  • The Heckler: This is taken to the extreme with the audience watching all your battles, who often throw things at you. Also, Shy Guys may run up on the stage and cause mayhem, Boos can fly into things and make them transparent, big Bob-Ombs can explode half the audience away, etc.
  • Heel–Face Turn:
    • About halfway through the game, Vivian decides that she's fed up with Beldam's abuse and leaves to join the mysterious shadowy person, even sticking around once he's revealed to be Mario.
    • TEC and Cortez. Rawk Hawk definitely may qualify as a Face to all of his fans, but for the majority of Chapter 3, he's the biggest heel behind the scenes you could imagine. First, he's the one who poisoned one of the cakes left for Mario in the locker room. A real Jerkass moment. Then, he bribes a security guard to lock Mario in one of the unused locker rooms so he'd miss his title match, that being the championship title with him, Rawk Hawk. Eventually, it's subverted because he changes his attitude towards you after losing.
    • At the end, Beldam, Marilyn, and Doopliss give up their evil ways following the Shadow Queen's demise. Beldam even promises never to be mean to Vivian ever again, while Doopliss becomes an actor in a play about Mario's adventure. Also, according to a rumor Goombella heard, Grodus and Crump somehow survived and changed their ways as well, likely because Grodus was reduced to a head and can't do much mischief anymore.
  • Hello, [Insert Name Here]: The player can name the Yoshi partner, which is justified by Yoshi being a newborn.
  • Henchmen Race: The "Yux" series, belonging to the X-Nauts, were created for the sole purpose of being guards and soldiers for the X-Naut society.
  • Here We Go Again!: The ending has Peach finding another treasure map and inviting Mario to come with her to search for the treasure.
  • Hero of Another Story: Luigi goes on his own adventure to save a princess. He even gets a book series written about it... with a few details exaggerated a little bit.
  • Heroic Bystander: Exaggerated during the final battle, when every NPC in the whole damn world becomes one. Specifically, after the Shadow Queen assumes her true form and reaches maximum power, the Crystal Stars react and fly around the world to the closest inhabited settlement to where each was found (Petalburg for the Diamond Star, the Boggly Tree for the Emerald Star, etc.). The people of those settlements gather around the Stars, realize that Mario and his allies are in danger, and begin to cheer for them, sending every bit of love and support that they can through the gems. This wave of positive energy empowers the heroes and weakens the Shadow Queen to the point of being vulnerable again.
  • Heroic Mime: Mario, almost. He speaks, but only as dialogue responses chosen by the player. Mario's partners lampshade this during Chapter 4 after Doopliss has switched places with Mario. For instance, Goombella: "Wow... You, like, NEVER talk!" As another example, the Yoshi Kid finds Mario's sudden talkative nature very annoying and wishes that Mario stop.
  • Hidden in Plain Sight: When Mario first meets Hooktail, she mentions that Grodus had previously visited to search for the Crystal Star but left after finding nothing. It is revealed to have been within Hooktail's body after her defeat.
  • His Name Is...: Peach's last message to Mario is interrupted before she can tell him that Grodus plans for the Shadow Queen to possess her body.
  • Hitodama Light: One chapter is searching for a pirate ghost's treasure. Balls of flame, representing the dead, play a prominent role; attacking the ship at the start and as common enemies throughout the island.
  • Hive Mind: Downplayed with the Smorg, which works and attacks as a well-organized mass.
  • Hopeless Boss Fight:
    • You can't beat the Iron Clefts until you've obtained the baby Yoshi.
    • Your attempt at fighting a disguised Doopliss is hopeless for both sides because neither of you can damage the other.
  • Hub Level: Rogueport and its aforementioned sewers are the main interconnected hub to all the major areas.
  • Huge Rider, Tiny Mount: Mario and the baby Yoshi. Justified in that Yoshi is a newborn, fresh out of his egg.
  • Human Cannonball: There is a giant cannon, powered by Bob-ombs, that can launch Mario to the moon.
  • Humongous Mecha: The Magnus von Grapple bot.
  • Hypercompetent Sidekick: Kammy Koopa is the bigger threat during her boss battle along with Bowser. Goombella in fact recommends she goes down first.
  • Idiosyncratic Combo Levels: Nice, Good, Great, Wonderful, and Excellent.
  • Idle Animation: There's plenty. Mario's Idle Animation in battle, for example, makes him look like he's teetering to the music.
  • I Don't Like the Sound of That Place: Rogueport, Creepy Steeple. Also the Palace of Shadow.
  • I Want My Beloved to Be Happy:
    • TEC was willing to betray his master and even die to protect Peach.
    • Vivian and Goombella both decide to keep their crushes on Mario to themselves because they know Peach is his Implied Love Interest.
  • I Surrender, Suckers!: Hooktail attempts this when she runs out of HP, and tries to bribe you with coins, badges, and smelling her feet. If you fall for it, she will attack you for massive damage. Regardless of whether you fall for it or not, she will eat members of the audience, and the battle will continue without an audience.
  • I Will Show You X!: Flavio during Chapter 5 sings a song many times where he mentions a "Boom-Bassa Boom Festival!" Well, after spending so long in his company, apparently Four-Eyes (Crump) had quite enough of Flavio's annoyances and when he attacks the island in his giant battleship, he makes fun of them all by shouting: "How's THAT for Boom-Bassa Boom?!"
  • I Was Quite a Looker: Mayor Kroop, the Puni elder, and one of the women in Twilight Town.
  • Impersonation-Exclusive Character: The minor character Zip Toad turns out to have been Doopliss in disguise all along. The original Zip T. does not actually feature in the game besides a written e-mail from him.
  • Impossible Theft: The Duplighost that is terrorizing Twilight Town was somehow able to steal a letter from the player's keyboard, preventing his name from being completed until it's physically retrieved from the Creepy Steeple basement. It's the letter "p", needed to spell his name, "Doopliss".
  • Incidental Villain: Although Grubba isn't a saint by any means, had he not got caught up in all the fame and glory of being a famous athlete, he wouldn't have had to use the crystal star's power to keep himself young and strong by draining his employees. He even goes as far as to compliment Mario's abilities many times, even during their final battle.
  • Inconsistent Dub: The "Lil' Mouser" species, which were already being called "Nomadimice" in the 64 Paper Mario, are instead called "Squeeks" in this game alone, which incidentally is closer to their Japanese name.
  • Ineffectual Sympathetic Villain: Bowser. He spends the entire game following just behind Mario, losing out on every single Crystal Star and just generally accomplishing nothing he attempts to. Unlike the first game, he's little more than comic relief and the occasional battle in the grand scheme of the plot.
  • Inevitable Tournament: The Glitz Pit. Upon seeing the Crystal Star strapped on the champion belt, Mario signs up to obtain it.
  • "Inescapable" Prison Easily Escaped: More like escapable, as the gaps between the bars of the cage the Punies are trapped in are wide enough for the Punies to fit through.
  • In-Game Novel: The Super Luigi books, a novelization of Luigi's tales from that game.
  • In the Hood: In the introduction, Peach meets a hooded peddler who gives her the chest containing the magical map. The identity of the peddler is Beldam.
  • Interface Screw: The reason why you have to go all the way to Creepy Steeple, get the letter "p", and go all the way back is because Doopliss stole it. Yes, he stole the letter "p" from the keyboard.
  • Interface Spoiler:
    • Each time you finally get your hands on a Crystal Star, the game will tell you about its special powers in battle and what they do. So when you get the Ruby Star in Chapter 4 only to move on without learning about its abilities, you know something's up.
      • Should Mario have the W Emblem equipped, he will go back to wearing his usual red clothes in the cutscene after defeating the Duplighost. This is a clue that it's not really Mario.
      • A little regarding the above too, but once you beat Cortez and get the Crystal Star in Chapter 5, you do get a new ability, but you don't immediately shift to the Peach/Bowser intermission sequence that you'd normally be used to seeing afterwards. That's because you have one more boss to fight - Lord Crump - before the chapter truly ends.
    • A more minor example is that whenever Goombella uses Tattle on an enemy, their place of origin, so to speak, is mentioned in their entry. Because certain enemies can be encountered before then (most notably in the Glitz Pit and the Pit of 100 Trials), this can lead to you finding out about a particular place before you actually get there. The remake mitigates this by having the Tattle always say the area that the enemy is Tattled in, however enemies that appear more than once have "etc," written by their location, indicating that they can be fought again somewhere else.
    • On the flip side, not using Tattle on most enemies with limited encounter windows causes their entries to appear in Frankly's trash can. So if you fail to use Tattle on the Shadow Sirens, you may wonder why you get Vivian's entry from the trash can, but not Beldam's or Marilyn's. The remake hides this giving recurring bosses separate Tattle logs, meaning that all three Shadows will have their logs in the trash can after their first encounter instead.
    • Courtesy of a minor glitch, if you hire the secret character Ms. Mowz at first opportunity, make someone else the active party member, and select to use an item outside of battle, you'll have the option to use it on someone who hasn't actually joined your party yet (Bobbery).
    • Another minor one: If you beat the pit of 100 trials before you beat the story of the game and use Tattle on Bonetail, in the Tattle Log you will have a neat gap between Hooktail and Bonetail, all but confirming that there is probably a third dragon yet to beat.
    • Even though the Magical Map is supposed to progressively change throughout the story, if you look carefully as early as before Chapter 1 starts, you can clearly see that the Map is complete. When the camera zooms closer in on it, you can see every location including Glitzville, the Great Boggly Tree, and the X-Naut Fortress on the Moon.
    • Goombella's Tattles in the overworld has her tell you what's in the area. In the final dungeon, there's a set of corridors that are seemingly spacious and empty at first, and yet Goombella's dialogue tells you to make good use of Mario and his partner abilities, indicating that there's more to these rooms than appears at first glance.
    • Should you find more Shine Sprites than the number you need to fully upgrade all your partners, then once you are late enough in the game that it's unlikely a new partner will appear, that tells you there was a secret partner. Conversely, once the fortune teller stops being able to find Shine Sprites and you already have all movement abilities, that tells you there isn't another partner (secret or not).
  • Interspecies Romance:
    • All of the female members of Mario's party have feelings for him, despite that none of them are human like he is.
    • The supercomputer TEC's romantic feelings for Princess Peach count as well.
    • One of the troubles from the Trouble Center revolves around one. A woman in Twilight Town asks Mario to get into contact with her old lover, the bartender of the Chuckola Cola bar in Rogueport, who is Beanish.
  • Invincible Minor Minion: The Spiny can roll itself up into a completely invincible ball, and it can't be attacked until the next turn. Its stronger variant, the Sky-Blue Spiny, uses this method to power itself up.
  • Invisible Streaker: The invisibility potion Peach brews doesn't work on her clothes, so she has to traverse the X-Naut base in the nude.
  • Irony:
    • The Duplighost boss does not want you to know his name. But by the time he joins up with Beldam, he's practically begging to be called by name, rather than "freak-in-a-sheet". Poor Doopliss.
    • The Piantas threw Mario in the slammer in Super Mario Sunshine after falsely accusing him of being a criminal. The Piantas in this game are criminals.
    • In Chapter 2, Punio states the secret entrance to the Great Boggly Tree won't be labelled "Secret Entrance", or else it wouldn't be a secret entrance. When you get Flurrie and have to use her power to reveal the entrance, it turns out it WAS labelled "Secret Entrance", complete with a Broadway-style sign and flashing lights. Punio, surprisingly, doesn't realize the irony.
    • Mr. Hoggle is a Hot Dog vendor. Pork is one of the traditional meats used in making Hot Dogs.
  • It Amused Me: Doopliss placed a curse on Twilight Town that turns someone in the town into a pig every time the bell of the Creepy Steeple rings just because he thought it would be a funny prank.
  • Jerkass:
  • Jerk with a Heart of Gold: Characters like Rawk Hawk and Cortez start off abrasive and antagonistic, but ultimately warm up to Mario and co. and decide to help them out in the end. Puniper is rather abrasive and slow to trust Mario, but ultimately cooperates with him to help save the rest of his people.
  • Joke Item: Several of the badges are situational at best and useless at worst. In particular, the SFX badges aside from Attack FX R do nothing but add sounds to your attacks. The Slow Go badge prevents Mario from running, and the Double Pain badge is pretty obvious.
  • Journey to the Sky: Upon retrieving the second Crystal Star and returning to the front of the eponymous sealed door, Mario sees in the map that the next Crystal Star is located in Glitzville, a thriving city that is located very high in the skies. The only way to get there is by riding a zeppelin located in Roguepot that requires a special ticket that can only be granted by Don Pianta.
  • Jump Scare:
    • There are several points where a loud jarring sound will play when the player discovers something unpleasant. A more prominent one being Ghost T. when he asks you a favour. His dialogue suddenly bursts onto the screen accompanied by the screen shaking profusely with a loud sound playing.

      Ghost T: All I need is... YOUUURRR LIIIIIFE!!!!... Just kidding.

    • Another one occurs in Chapter 4 where you talk to the lone Boo in Creeple Steeple, who asks you if you can keep a secret. If you answer "yes", he will cover his eyes, before rapidly switching back to his normal scary sprite as the screen shakes violently.
  • Just Add Water: Zess T. can only cook with one item at a time until and unless you retrieve a cookbook; it's easy enough to get to, but it's not like it practically falls into your normal path the way the one in the previous game did.
  • Just a Machine: TEC calls himself this word for word during his final moments, to convince Mario and co. to forget about him and to go save Peach.
  • Just Eat Him: Hooktail gets hungry after her first phase and decides to gobble up the audience.

K-L 

  • Kaizo Trap: Very rarely if you're unlucky. At the end of a battle, some of the final attacks can cause the stage background to fall after the enemies are dead, but before the victory dance. In the off chance that you have only 1 HP and forget to defend, you will die.
  • Karma Houdini:
    • The unnamed guard at Glitzville who escorted Mario to lock him in a minor league room after being paid off by Rawk Hawk gets no punishment. Even as Mario is furious at him when he tries to explain what he had done, the guard pretends to feign innocence.
    • Beldam and the Shadow Sirens. Despite loyally serving an unspeakable horror and nearly unleashing it upon the earth, they get off with a few apologies and promises. Doopliss even goes on to be an actor with Flurrie.
    • Cortez never gets called out on the fact that he devoured the souls of several members of the audience to restore his HP. It is never brought up again afterwards and does not serve as an obstacle to his Defeat Equals Friendship with Mario and co.
    • In Lumpy's story, Buzzar returns unexpectedly after its defeat in the first game and has apparently switched from bounty hunting to petty theft. It attacks Lumpy and flies off with all of his food and money, leaving him hungry and stranded in the desert. It is never mentioned again.
  • Keep the Reward: You can either play this trope straight or comedically double-subvert it depending on Mario's response to Kroops supposedly hearing him reject a reward for defeating Hooktail.
  • Kill and Replace: Doopliss does an attempt at this with Mario. Funnily enough, they can't actually hurt each other while Mario doesn't know Doopliss's name, so Doopliss can't even attempt the "kill" part of this trope until he's fought as the chapter boss.
  • Kill Enemies to Open: In the Pit of 100 Trials, Mario and his companions face off 100 rooms, each with enemies that must all be beaten before a pipe to the next lower level appears.
  • King Mook: Generally much less, with a number of more unique bosses, but some still crop up here and there.
    • Doopliss is basically a Duplighost with a white sheet and some party attire. He also successfully advances his Duplighost powers by switching Mario's identity with his cheap, shadowy doppelgänger.
    • Macho Grubba is the second boss variation on the Spike family, after Tubba Blubba.
    • The Shadow Queen is basically a Physical God version of a Shadow Siren.
    • Downplayed with the Red Bones and Dark Bones, which are each a Palette Swap of a Dull Bones and Dry Bones respectively.
  • Kung Fu-Proof Mook: Bristles are immune to both jump and hammer attacks thanks to their spiky bodies. You have to use Crystal Star attacks, or items, to damage them.
  • Language Fluency Reveal: The birds will talk intelligently if you hide. But if you're not hiding, they don't and the parrot says the stock parrot phrases. The parrot drops the act after the end of the chapter, though.
  • Large Ham: Rawk Hawk, champion of the Inevitable Tournament, and Bowser as usual.
  • Laughably Evil: Lord Crump goes out of his way to be the goofiest villain in the game with his One-Liner quotes, constant bumbling, and Goldfish Poop Gang status, earning him plenty of endearment points.
  • Lethal Joke Character: The Danger Mario build requires Mario to become one. For most of the game, he'll need to have no HP upgrades, and he'll die in only 1-2 hits. The lethal part comes when you have enough badges to turn him into the massively-evasive Glass Cannon he becomes near the end.
  • Lethal Joke Item:
    • One of the Attack FX badges comes in handy when facing Hooktail. Who would've known that a cricket sound effect would be anathemic to a giant dragon?
    • One of Zess T's recipes is Trial Stew, which the game only tells you has "amazing results." Using it drops Mario or his partner's HP to 1 and FP to 0, which puts you in the perfect position for an enemy to finish you off. What keeps it from being a full on joke item however, is it also fully restores Mario's star power, making it a convenient way to use special moves if you follow up with a powerful healing item such as a Jelly Ultra. It also happens to set you into the threshold for Mega Rush.
    • The Double Pain badge is a pure Joke Item on the surface, doubling the damage Mario takes from everything in-game and costs 0 BP to equip like the other "joke" badges. That being said, it makes the Return Postage badge (which is your reward from completing the Pit of 100 Trials) much more effective, since the increased damage Mario will take also means the enemy will receive more damage in return. The best use of this strategy is in Glitzville, since there's a free bed available in between every single battle.
  • Letting the Air out of the Band: At least during three instances:
    • At one point, Bowser's music theme comes to a halt for this line:
    • In the Chapter 4 Bowser interlude, his leitmotif dies out again when the Koopa Clown Car breaks down on his flight to Glitzville.

      Bowser: Huh? That don't sound good... What's that warning light? Oh, don't tell me...

    • Happens to the sad music in Chapter 5, once the gang realizes that Bobbery's just sleeping.
  • Life Drain: Flurrie's Lip Lock absorbs an enemy's HP equal to the damage it deals out. The HP Drain item also serves the same purpose.
  • Lilypad Platform: At one point in the Great Boggly Tree, Mario must lead the Punies across a small pond of water by walking on monochrome lilypads.
  • Limit Break: The abilities bestowed on Mario by the Magical Map and the Crystal Star, which use a special gauge of Star Power. Funnily enough, Mario's Star Power is generated by audience enthusiasm.
  • Living Shadow: The Shadow Sirens and the Shadow Queen are the only members of an unnamed Shadow species seen in the game.
  • Living Toys: The residents of Twilight Town appear to be living plush dolls, Mayor Dour even appears to have a small tear on his head where his stuffing is exposed.
  • Loads and Loads of Sidequests: The game has a decent number of side quests given by NPCs. Then there are the Star Pieces, Shine Sprites, Badges, Recipes to find/make, the Trouble Center, and the Pit of 100 Trials.
  • Locomotive Level: Most of Chapter 6 takes place on the Excess Express, a luxurious passenger train that Mario and his friends ride on to get to Poshley Heights to get the Garnet Star.
  • Logical Weakness: Elemental enemies take an extra point of damage from sources of damage that make sense, like fire against ice and vice versa. They're also more susceptible to ailments corresponding to their weakness, like Freeze and Burn. Flurrie's Gale Force is also more likely to work on flying or floating enemies, as they have nothing to hold them down and withstand the wind.
  • Long Song, Short Scene: "Escape the Falling Ceiling" plays once, during an event in Hooktail Castle in which a spiked ceiling trap is descending upon you and you need to get out fast. The song lasts 56 seconds before looping, but your time limit is only 50, and you'll probably get out with a generous amount of time to spare, cutting off a huge portion of the song in its only appearance.
  • Lost in Translation: The English localization flubs a lot of references to the original game.
    • Some time after finding Koopook for his Trouble Center sidequest, he will send an e-mail saying he's hiding in a cold location. In the original Japanese and most translations, the location in question is the Crystal Palace from Paper Mario 64. The original English localization, however, renders as the completely made-up "Goomstar Temple", losing the Continuity Nod.
    • The final RDM email in the original Japanese script and most translations of the games has a special hidden section found by scrolling down for a long time, which mentions Chuck Quizmo from the first game as well as a recipe. For whatever reason, the English translation removed this section entirely but left in the statement alluding to its existence ("May we meet again... sooner than you think *wink* *wink*"), confusing many players.
    • One of the crows in Twilight Town talks about a friend living in "Mushroom Town", which is a literal translation of Toad Town's name in Japanese. An answer for one of the quiz show questions in Shhwonk Fortess is "Mushville", which is another mistranslation of Toad Town.
    • After finishing Pine T. Jr.'s trouble, he sends Mario an e-mail about how his father found new work in Toad Town, where he takes care of a previously-unheard-of entity named "Bubu". The message was supposed to read that he takes care of Li'l Oinks, the pig-like creatures you could farm items from in the first game, but their Japanese name Būbū-san ended up being translated too literally this time around.
    • An answer for one of the quiz questions is "Kooskoos", which is really meant to refer to Koopa Koot from the original game.
  • Lost Wedding Ring: Francesca and Frankie both lose their wedding rings once each. Francesca loses hers on Keelhaul Key when you go to fetch her and her husband after Don Pianta falls ill while Frankie loses his during some "business" in East Rogueport. While getting Francesca's ring is a mandatory part of the story, Frankie's lost ring is part of a Side Quest available through the Trouble Center.
  • Low-Level Advantage: The "Danger Mario" setup backfires at level 72, because your BP and SP will both be maxed at that point, so you will be forced to upgrade HP, breaking the setup. Actually getting one's level this high takes extreme amounts of Level Grinding, however, since one will likely be around Level 20-30 by the end of the game.
  • Luck-Based Mission: While the game RNG is mostly limited, some bad luck can screw you over, especially on speedruns, low turn count runs, or challenge runs.
    • The fight conditions that you can get for the Glitz Pit fights can vary from a cakewalk to really bad depending on the fight (e.g., take damage 5 times is mildly annoying for the Goombas and nasty against Koopinator or Dark Craw), with a few conditions being outright impossible for the Iron Clefts fight. Fortunately, you can either run away or just ignore the conditions, then try again until you get a better condition.
    • The overworld enemies encountered at each level of the Pit of 100 Trials are fixed, but the actual group you fight is one of three possible groups, some of which are way worse or more annoying than others. If you're truly unlucky, you can get stuck with facing 5 Elite Wizzerds on the penultimate floor. Depending on the player's preparedness level, the number of Movers you encounter (approximately 5.1% chance each floor) on your way down can determine whether you reach Bonetail in a timely fashion with some items remaining, or at all.