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    #OOOOOOOOOOOo#     #oooooooo#    @#8888#88888#  #OOOo###oooooooooooo#@
    #OOOOOOOOOOOO#    ##oooo#oooo#   @@8888###@88# @#OOOO##oooooooooooooo##
   ##OOOOOOOOOOOOO#   #ooooo#ooooo#  @#8888###@88# #oOOOO##ooooooo##oooooo#
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  #oOOOOO#      ##O###ooo#@     #oooo#@888@#  #@888##OOOOo# ##ooooooo#####
  ########            ###           #######   ############   #######@

===============================================================================

                       Paper Mario FAQ/Walkthrough (N64)
                   Version 0.2 - Last Revised on 03/23/2001
                        By Dallas (sdallas19@yahoo.com)

             http://www.gamefaqs.com - http://www.dallastm.cjb.net

===============================================================================

Legal Disclaimer

 This document is Copyright 2001, Dallas (sdallas19@yahoo.com) and may not
 be reproduced nor retransmitted in any form without advance permission from
 the author.  It may not be altered, edited, sold, given as an incentive to
 buy, published, etc. without prior consent from the author.  If the above
 terms are broken, legal action will take place on account of Copyright
 Infringement.  This document is unofficial and is in no way affiliated with
 any company.  Logo is Copyright 2001, Nintendo of America.

===============================================================================

Table of Contents

   i.  Introduction and Revision History
   I.  Story
  II.  Characters
 III.  Game Overview
  IV.  Walkthrough
   V.  Items
  VI.  Enemy Listing
 VII.  Star Piece Locations
VIII.  Badges
  IX.  Chuck Quizmo's Answers
   X.  Information

WARNING:  Massive Spoilers begin in Section IV.


===============================================================================
                     i.  Introduction and Revision History
===============================================================================

Introduction
------------
For those who don't know, Paper Mario is basically a sequel to the game "Super
Mario RPG" on the Super Nintendo.  All the characters in this game are 2D
(hence the title "Paper Mario") and it's in the Role-Playing Game genre,
meaning you take turns attacking your enemies, build up your character's
strength, etc.  Overall, I'd say the game is pretty good, but some improvements
could have been made in the leveling up system.  Anyway, enjoy the guide!


Revision History
----------------
v0.1 - 03/23/2001 - Initial release.  Prologue walkthrough complete, starting
Chapter 1 in the walkthrough.  I've also started some of the sections in the
guide, but many more will be added as I progress through the game.  Much much
more to come in future updates.

v0.2 - 03/23/2001 - Chapter 1 walkthrough is now complete, I've also added more
enemy descriptions and other stuff to all the sections in the guide.  More to
come with the next update.


===============================================================================
                                   I.  Story
===============================================================================

Far, far away beyond the sky, way above the clouds, it's been said that there
was a haven where the Stars lived.

In the sanctuary of Star Haven there rested a fabled treasure called the Star
Rod, which had the power to grant all wishes.  Using this wondrous Star Rod,
the seven revered Star Spirits watched over our peaceful world carefully...
very carefully.

Then one day, a terrible thing happened...The evil King Bowser appeared in
Star Haven and stole the Star Rod!  Using its incredible power he quickly
imprisoned the seven Star Spirits!

Completely unaware of the trouble in far-off Star Haven, Mario was back home in
the Mushroom Kingdom, eagerly reading a letter from Princess Peach.  It was an
invitation to a party at the castle!  With much anticipation, he and his
brother Luigi set off for the party, oblivious to the chaos that lay ahead...


===============================================================================
                                II.  Characters
===============================================================================

Mario
-----
"Our mustached marvel must once again match his wits and courage against
Bowser's evil schemes.  The Star Spirits held by Bowser's henchmen are waiting
for Mario to rescue them!"  To put it short, Mario is the star of the game who
must once again defeat bowser, save the princess, etc. only now he's doing so
in an RPG instead of an action game.


Princess Peach
--------------
"Loved by all her subjects, the princess of Mushroom Kingdom is constantly
being targeted by Bowser's wicked kidnapping plans.  She won't give up, though,
and may even lend Mario a hand in his adventure."  As in most Mario games,
Princcss Peach has been kidnapped by Bowser once again and it's up to Mario to
save her.


Star Spirits
------------
"After being captured by Bowser, the seven Star Spirits have been separated
from one another and imprisoned in distant reaches throughout the kingdom.  It
appears that they are being guarded by Bowser's nasty troops."  Along with
Peach, the Star Spirits have been kidnapped as well, and although they'll be
able to help Mario throughout the game, they still need his help in freeing
them from Bowser's grasp.


Mario's Friends
---------------
"Mario will need to combine his talents with those of his newfound friends to
thwart Bowser's evil plan."  [Insert picture of Goomba, Koopa and Bobomb
here.]  Basically, your friends will help you throughout your adventure in
saving the princess and the Star Spirits.


King Bowser
-----------
"Will Bowser use the Star Rod to become the ruler of the world?  It's up to
Mario to make sure that never happens!"  The bad guy, as usual, is Bowser who
has kidnapped the Princess, the Star Spirits and has stolen the Star Rod.  If
you read closely, you'll notice the instruction manual left out a word in
bowsers description.


Kammy Koopa
-----------
"As one of Bowser's underlings, she uses her mysterious magic to torment Mario
and his pals."  In the beginning of the game, I refer to Kammy Koopa as
"Bowser's assistant," which she technically is.  She flies around on a broom
and helps Bowser perform all of his nasty deeds.


Luigi
-----
"Mario's friend and younger brother almost always plays an active role in
Mario's adventures...but will he this time?"  Finally, Luigi makes his return
in a new Mario adventure.  You'll find him appearing several times throughout
the game, but he isn't with you all the time.


Twink
-----
"This Star Kid is too young to have much power, but he's determined to help out
Princess Peach and Mario whenever he can."  Eh, I don't know much about Twink
as of yet, as I've just started the game, but when I get further into the game,
I'll add a proper description here.


Goombario
---------
This little Goomba is actually a friendly one and he absolutely worships Mario
for his excellent battle skills.  In the prologue of the game, Goombario will
join your party, allowing you to use him in battle and outside of battle.  Use
his headbash attack on enemies.


Kooper
------
This young Koopa has always wanted to be like his neighbor, Mr. Kolorado, so he
asks if he can join your party.  Once in your party, you can use his shell to
retrieve hard-to-reach items for you by pressing C-Down when not in Battle
Mode.  His attack in battle mode consists of him hurling his body at the enemy
in a spinning-like motion.


Bombette
--------
You'll find this pink Bob-omb locked up in a cage inside the Koopa Bros.
Fortress.  Talk to her and get her to join your party, then you'll be able to
use her special explosion move.  Press C-Down when near a rock or a crack in a
wall to have her explode, breaking it.  When in battle, she can body slam or
bomb an enemy.


Chuck Quizmo
------------
Chuck is a quiz master who appears throughout the game and asks you questions
about the game.  If you can answer his questions correctly, you'll get Star
Pieces.  One Star Piece for every correct answer.  See the "Chuck Quizmo
Answers" section of this guide if you're stumped on any one question.


===============================================================================
                              III.  Game Overview
===============================================================================

Controls
--------
  Control Stick  -  Walk/Run; the more pressure, the faster Mario goes.
  Z Button       -  Spin; press with control stick to Spin Dash.  Press when
                    in conversation to view previous dialogue.
  A Button       -  Jump to hit blocks.  Press when next to a person or "!"
  B Button       -  Use hammer; Speed up conversation
  C-Up           -  View the status bar on the top of the screen
  C-Left         -  Use an item from the items menu
  C-Down         -  Use a party member's ability
  C-Right        -  Switch between allies if you have more than 1 with you
  Start          -  Pause the game; bring up menu


Heart Points
------------
Heart Points are basically your life.  Once you run out of Heart Points, Mario
dies.  Whenver you get hit during a battle, you lose a certain amount of Heart
Points (the amount you lose flashes above your head after each hit) so keep an
eye on them to make sure you're not in danger of dying.  When your Heart Points
get low, you'll see a DANGER warning pop above your head during battle to
notify you that you're low on HP.


Star Points
-----------
After every battle you win, you'll be awarded a certain number of Star Points
for your efforts.  Once you collect at least 100 Star Points, your level will
increase by one.  You'll know how many Star Points you get after each battle
because it appears on the screen after you defeat the enemy.


Blocks
------
Throughout the game, you will notice several different types of blocks.  First,
you have Brick Blocks.  These are blocks made of red bricks and mainly carry
coins.  Jump up and hit a brick block multiple times or hit it with your hammer
if it's on the ground.  The next type of block is the ? Blocks.  These usually
carry coins, but as the ? states, anything can be inside.  The third type of
block is the Save Block.  These blocks are multi-colored and have a big, white
"S" printed on them.  Use these to save your game.

After that, you have Heart Blocks.  These are transparent and have a red heart
inside.  Use these to replenish lost Heart and Flower Points.  The fifth type
of block is the Super Block.  These are also transparent and have a glowing orb
inside.  Use these to increase one of your party members' level by one.  The
last type of block isn't really a block, but a Switch.  Hit a Switch whenever
you see one to make something occur nearby.


Battle
------
The battle screen isn't that complex, but I'm going to explain it anyway.  When
you engage in battle, you have a menu of options to select from.  You have the
Tactics menu, which will allow you to either change a Party Member, Run Away,
or Do Nothing.  Next to that is the Items menu, where you'll be able to use
certain items you've collected/purchased to aid you in your battle.  After that
is the Jump attack.  Use the jump attack to do damage to your opponent.  Jump
attacks cannot be used on ceiling enemies.

The next option is the Hammer attack.  Use the hammer attack to do damage to
your opponents.  The final option is the Star Spirit attack.  Once you've
rescued a Star Spirit, he/she will aid you in your battle by performing attacks
on your enemies as well.  Use this option to gain help from any Star Spirits
you've rescued in the game.


Badges and Badge Points
-----------------------
Throughout the game you'll find several badges which enhance your attacks,
defense, etc. during battles.  Each badge requires a certain amount of Badge
Points in order for you to equip it.  How do you increase your Badge Points?
Whenver you gain a level, you'll be asked what you want to increase.  Select
the BP option to increase your Badge Points.  View the tutorial Goompa shows
you to learn how to equip and use badges.


Leveling Up
-----------
After you've collect at least 100 Star Points, you will gain 1 level.  When you
gain a level, you are given the opportunity to increase one of three of your
points: Heart Points, Flower Points or Badge Points.  It's totally up to you
which one you want to increase after each level you gain, but try to keep an
even amount between the three.


First Strike!
-------------
During enemy battles, you're given the opportunity to gain the "First Strike,"
meaning you'll get an extra hit in before the battle actually starts.  To gain
a "First Strike," approach an enemy and whack it with your hammer before it
touches you.  Once it touches you, the battle will begin, so you have to time
it right.  If you must, run away from the enemy until you gain a safe enough
distance to whack it.  First Strikes are very useful in this game, especially
if you're fighting a tough enemy.


Action Commands
---------------
Once you get the Lucky Star from Twink, you'll be able to use Action Commands,
which enhance your attacks when in battle mode.  To use an Action Command on
the Jump Attack, first use the Jump Attack on an enemy, then press A just as
you're about to come down on its head.  If done correctly, the word "NICE"
should appear on the screen and you'll perform a double jump, doubling the
amount of damage.

To use the Action Command with the Hammer Attack, first select the Hammer
Attack and when you're about to hit the enemy, press and hold left on the
control stick to make the lights on the left side of the screen light up.  Once
the last light lights up, release the control stick to do twice the amount of
damage on your opponent.


Switching Party Members
-----------------------
If, for some reason, you don't like the order your party is in during battle,
press the Z button to send out another Party Member first.  This is a good
idea if you have an enemy that doesn't allow a certain type of attack that your
current party member has.  Of course, you don't have to switch the order unless
you'd like to.


When You're Slain
-----------------
If, by chance, you're defeated by an enemy or boss (which you will be at least
once in the game) you'll get a Game Over screen and when you start your game
again, you'll leave off at the last Save Block you saved at.  Because of this,
it's a wise idea to save with every chance you get, otherwise you'll be
repeating certain obstacles you did in the past.


===============================================================================
                               IV.  Walkthrough
===============================================================================

The following walkthrough was composed by means of my own gameplay experience
while playing the game.  With that said, there is a high chance that I've made
an error or two.  If you find an error, by all means correct me on it by
scrolling down to the "Information" section, where you'll find my contact
information.  This walkthrough is not yet complete, but will be in future
updates, so don't bother asking me questions about parts of the game I have not
yet entered.


=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
                                 The Beginning
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

When you first start a new game, you'll be taken to Mario's house, where the
daily mail will be delivered.  Luigi comes scampering out of the house and
brings the letter back into the house - it's from Princess Peach!  Actually,
it's an invitation to come to her party, which both Mario and Luigi take up.
Watch as they leave Mario's house, walk across town and enter Princess Peach's
castle.  Talk to some of people here if you want, then head up the main stairs
and go through the door.  In the next room, go up the stairs on the left or
right and go through the next door.

Walk along the path, climbing the large stairs until you reach the next door
which leads into a hallway.  Follow it to the end where you'll meet Princess
Peach.  As you and her are about to go out on the balcony for a quiet little
chat, the castle suddenly elevates into space with bowsers big castle right
underneath it!  Bowser and his assistant then break through the window and
confront Mario and Peach, ensuing a battle.

-------------------------------------------------------------------------------
 BOSS: Bowser
-------------------------------------------------------------------------------

Well, since you can't use any items or strategies, the only option you have
access to using is Jumping.  Use your jump attack on Bowser three times and
he'll take out the star rod he stole in the prologue.  After he absorbs all the
star rod's power into his body, there's no hope for Mario.  Let him attack you
twice more and finally finish you off using his fire breath.  After a short
conversation with his assistant, he'll eventually blast you out into space,
ending the beginning and starting the actual game.


=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
                       Prologue:  A Plea from the Stars
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

Mario lands in a forest-like area and seven stars appear shortly after who
revive him and disappear.  Afterwards, a goomba appears off-screen and tries to
wake Mario up, but fails miserably.  The goomba runs to get help, then you are
taken to a room with Mario lying in bed.  One of the stars that revived you
earlier then appears and tells you he's a Star Spirit named Eldstar.  He wants
to tell you about Princess Peach then tells you to come to Shooting Star
Summit, where he will explain.

Shortly after Eldstar disappears, Mario will awaken and Toad will come into his
room, telling him he's been out cold for days.  He then tells you your current
location: Goomba Village, which is just west of Toad Town.  After some more
conversation between the two, you'll be left to play again.  After the
conversation is over, hop up to the door and exit back outside.  Talk to
Goombario and the other goomba kids then save your game at the save box.  To
the right will be a goomba who won't let you pass until he fixes the game, so
go into the house next to the save box and talk to Gooma, the grandmother
Goomba.

After she talks to you, go through the door in the back of the house to talk to
Goompa, the grandfather Goompa, who is busy fixing the veranda.  After that,
exit the house and goombario will tell you the his dad is done fixing the
gate.  As you attempt to leave, Bowser's assistant will appear again and tell
you her name: Kammy Koopa!  Aftewards, she drops a big block from Bowser which
crushes the gate and blocks your path.  The father Goomba will tell you to
visit Goompa for his hammer, which you can use to smash the block.  Go back
into the house and out to the verdana, only to find it's gone!  Mario steps out
and falls down below where the broken verdana lies in pieces.

Go forward a bit to find Goompa, who will help you search for his hammer.  Take
the path to your left over into the Jr. Troopa's Playground and start searching
around the bushes by pressing A with the red "!" appears next to each.  Go
around the playground, checking each bush, collecting the coins each tosses out
until you finally reach the one with the hammer.  To use the hammer, simply
press the B button.  You can now hit trees with your hammer to make items fall
out.  Go around the playground once more time and hit the trees to find the
dolly.  Smash the blocks for some more coins then proceed back where you came
from where Jr. Troopa will approach you.


-------------------------------------------------------------------------------
 BOSS:  Jr. Troopa
-------------------------------------------------------------------------------

5 HP

After informing Mario and Goompa that nobody can set foot on his playground
without permission, Jr. Troopa will start a fight.  You now have access to your
hammer to use in fights, so make good use of it.  You can choose to run away
from the strategies menu, but that's not such a good idea as of yet.  Just use
your jump and hammer attacks until you defeat him.  He then tells you he'll be
back.  Twice.  Once you're left to play again, continue along the path.


*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*

Go on through back into the area with the broken verdana and smash up the block
that's in your path.  Replenish any lost HP at the Heart Block then climb up
the platforms straight ahead.  Use the spring pad to get up to the next set of
platforms where you'll find a Fire Flower!  Collect it then hop down and follow
the main path to the right.  Here, you'll be introduced to enemies.  Fight and
defeat each Goomba you approach, and always try to get the first attack in
before the battle starts.

Once you reach the platforms in the background, follow them up and all the way
to the end, where you'll find you first star piece sitting on the last
platform.  Collect it then hop down and continue following the main path to the
right which will bring you back to the Goombas' house.  Goompa will unlock the
gate then go inside the house to get something for you.  While you're waiting,
give the Dolly you found back to Goombaria and she'll reward you with a Star
Piece along with a kiss.  After some more conversation, Goompa will come back
and give you the Power Jump badge.

When he asks you if you want a tutorial on how to equip badges, say yes and
learn how to use them.  Afterwards, Goompa will allow Goombario join your party
and go along with you on your adventure.  Before leaving, rest up at the Toad
House, then save your game at the Save Block.  Go over and smash away the block
that landed on the fence and after a short conversation with GoomPaPa, follow
the path to start on your way.  Read the Goomba warning sign and the picture of
a Goomba will pop off the board and attack.  Defeat it and follow the path,
killing Goombas as you come to them.

Once on the second path, do the same thing: kill enemies and follow the path
while breaking blocks above your head when you come to them.  Near the end of
the path, you'll find a block which gives you the Close Call badge.  Collect it
and continue on your way.  You'll find a mushroom sign up ahead, where you'll
get an extra mushroom; collect it and continue.  Defeat the Goombas up ahead
then replenish your HP and FP with the Heart Block at the end of the path -
follow it into the next area where the Goomba brothers will confront you.


-------------------------------------------------------------------------------
 BOSS:  Goomba Brothers (Red and Blue)
-------------------------------------------------------------------------------

Red: 7 HP ; Blue: 6 HP

The Red Goomba is obviously the tougher of the two, so try and go after him
first.  Your Power Jump badge works wonders here, so use it as much as
possible.  Make sure you have your Close Call badge equipped, 'cause these two
guys can rack up the damage pretty quickly.  Once one is defeated, the other
will get angry.  Defeat the remaining Goomba brother then go around to the
bottom where you'll find a Save Block.  Save your game then use the spring pad
to get up to the end of the path.


*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*

Once in the new area, read the sign which has a mushroom on it.  The mushroom
then turns into a Goomba which you must fight.  Defeat it then continue on to
the next sign which points to the Goomba King's Fortress just ahead.  Follow
the arrow the sign points to and you'll view a cut scene with the Goomba
brothers running into the Goomba King's fortress for protection.  They'll then
climb the stairs and appear on the roof, where you'll have to fight all three.


-------------------------------------------------------------------------------
 BOSS:  Goomba King with Goomba Brothers
-------------------------------------------------------------------------------

King: 10 HP ; Red: 2 HP ; Blue: 2 HP

As Goombario suggets, you should take out the Goomba Brothers first, as they're
the weakest.  Once you've taken care of both Goomba Brothers, it'll be time to
go after the king.  First, do a Hammer or Jump attack on the tree to send a nut
slamming down on the King's head, then use your Power Jump badge to do even
more damage.  Once you've dealt out 10 HP damage to the King, he'll be defeated
and you'll gain 30 Star Points from all three combined, which will definitely
send you up a level if you haven't gained one yet.


*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*

Walk up to the castle door and press A to hear the discussion between the
Goombas, who accidentally hid the switch outside the fortress.  Walk over to
the first bush and check it to find the switch, then bash it with your hammer
to destroy the castle, creating a bridge for you to cross.  Go through the
castle, across the bridge and to the end of the path where you'll view a cut
scene with Kammy Koopa reassuring Bowser that he cannot be defeated, then the
Koopa Bros. come in and show their stuff and you're left to play again.

Hop down all the steps until you reach the bottom where you'll find a ? Block
in the left corner.  Hit it to get the Sleepy Sheep then follow the right path,
under the overhang and off-screen into the next area which leads into Toad
Town!  Head into the shop straight ahead and buy some HP/FP replenishing items,
then exit and use the warp pipe to get back to your house.  Once there, you'll
meet back up with Luigi.  Go inside the house and you'll be able to see all of
the statistics of your current adventure via the scroll on the wall or you can
rest in your bed.

Once ready, take the warp pipe back into Toad Town and follow the path right
into the next screen.  Hop up onto the platform and whack the tree for your
third Star Piece then hop down and continue going forward to find where
Princess Peach's castle used to be.  Read the newsboard if you wish, then go on
through the big double gates that used to lead to the castle.  Follow the path
where the castle used to be and into the next screen where the Shooting Star
Summit is located.  Climb all the steps to the top where you'll meet with
Eldstar again; talk to him and the other seven Star Spirits.

After explaining how Bowser got hold of the Star Rod and what he's done with
it, the Star Spirits' strength will fade out and their illusions will leave
you.  The scene the cuts to Princess Peach's castle, where you'll find Peach
pacing around, worried about Mario and the others.  Bowser then comes in and
tells Peach that if she wants anything, just ask, but it has to be to his
liking, otherwise he won't grant the wish.  He and Kammy Koopa leave then Twink
appears outside Peach's window and introduces himself.  After not being able to
grant Peach's two big wishes, he _is_ able to grant her two small wishes:
taking Mario the Lucky Star and sending him a message saying Peach is okay.

Now that you have control of Mario again, head left and cross the bridge where
you'll find Twink crashing into your head.  He'll give you the Lucky Star,
which enables the Action Command!  Take the tutorial and training session Twink
offers to learn how to use it, then exit training once you've got it down
cold.  As you're about to leave, Magikoopa will appear and start a fight with
you in attempts to impress Kammy Koopa.


-------------------------------------------------------------------------------
 BOSS:  Magikoopa
-------------------------------------------------------------------------------

8 HP

Magikoopa isn't that tough, but the magic attacks it deals out to Mario can
easily rack up the damage pretty quickly.  Use your new Action Commands to
further your attacks, thus dealing out more damage.  If you want, you can use
your Power Jump badge for some more damage.  Once you've taken away all its HP,
you'll gain 15 Star Points as a reward.  Twink then leaves back for Princess
Peach's castle, but returns moments later to give you her message, he then
departs and you're left to play again.


*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*

Follow the path back down through where the castle used to be and exit back
into Toad Town where Toad will confront you and tell you Merlon wants to see
you.  Knock on his door (it's the building to the left of the castle gate) and
it'll say Merlon's out.  Knock on it again and Merlon will answer, knocking
Mario to the ground.  He then invites you in and tells you this long story, but
skips almost all of it, so it makes no sense.  Anyway, he'll tell you where you
must go next (Koopa Bros. fortress) so exit his house to the left.  Follow the
path to the right, save your game at the Save Block then enter the Toad House
to sleep and replenish your HP and FP.

Exit the house and turn right to find a set of Toads with dark-colored heads.
They won't let you pass unless you go talk to Merlon again, so go back to his
house and talk to him.  He will leave his house, leaving you to follow.  Follow
him to the strange-looking toads and Merlon will reveal their true identities -
they're Koopa Bros.!  After they retreat, Pleasant Path will be open and you'll
start the first chapter of the game!


=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
                   Chapter 1:  Storming Koopa Bros. Fortress
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

Okay, follow the main path, defeating the Koopa Troopas and Goombas as you come
to them.  When you get near the end of the path, you'll find a block that gives
you a Dizzy Attack Badge - collect it and continue along the path to find
another block that gives you a Fright Jar.  Continue off-screen into the next
area where you'll find a POW Block hidden inside the ? Block.  Defeat the Koopa
Troopa up ahead then whack the tree with your hammer to make a switch fall out;
wham it to make a bridge appear over the gap.

Cross the newly-made bridge and defeat all the Goombas you come to on the other
side.  You'll eventually reach a slope with a Koopa Troopa that's coming right
at you.  Jump to avoid being hit by the first strike and defeat the group of
enemies that attack with it.  Continue along the path, breaking blocks until
you reach the end.  Read the sign here which tells you that the Koopa Bros.
Fortress is to your right, Koopa Village is south and Toad Town is back where
you came from.

Head south, down the steps and when you reach the three Brick Blocks in the
background, smash them with your hammer and hit the box that appears to get the
Attack FX B Badge.  Continue along the path off-screen to enter Koopa Village.
As you enter, you'll notice that the village is ridden with Fuzzies!  Go around
and get the Koopas' shells back for them and enter the shop for some items if
you wish.  Go around the village and check all the bushes for some useful
items, then when you're ready, save at the Save Block and follow the path on
the right.

In this next part of the village, you'll find more Fuzzies and more desperate
Koopas wanting their shells.  Ignore the first Koopa and go straight over to
the second one, who's shell is on top of a Block.  Push the blue box into the
center of the square on the ground then use it to reach the shell.  Check the
bushes for a Koopa Leaf then enter Kooper's house (the one on the right.)  He
wants you to get rid of the Fuzzy inside his house that stole his shell.  Go
inside then chase the Fuzzy out through the back door and through the forest
area until it hops into a tree.

Here, you'll have to keep a close eye on the Fuzzy, as it will jump from tree
to tree along with three other Fuzzies, trying to confuse you.  Once you're
sure you know which tree it's in, hit the tree with your hammer to knock it
out.  Do this two more times and you'll win the shell back.  Start heading left
and Kooper will confront you, asking for his shell.  Give it to him then say
yes when he asks to join your party.  Start heading back to Koopa Village and
you'll be confronted by four Fuzzies.  Defeat them all and go back to Kooper's
house.  Along the way, climb the stumps in the background and press C-Down to
throw Kooper at the HP Plus badge to retrieve it.

Head all the way back, through Kooper's house and into Koopa Village where
you'll find a Star Piece on top of the block.  Push the blue box to the center
of the square and use it to get the Star Piece.  Now, go into the house on the
far right to meet the Elder Koopa of Koopa Village who asks you to do a favor
for him.  You can do it if you want, but all you'll get is one lousy coin.  Go
left into the first part of Koopa Village and if you see Chuck Quizmo, take his
quiz to get another Star Piece.  Continue going left and exit Koopa Village
back onto Pleasant Path.

Now it's time to go to the Koopa Bros. Fortress.  Take the right path, cross
the bridge and defeat the enemies on the other side.  Once you come to the end
of the path (where you see the lightning bolt across the way) press C-Down to
toss Kooper over to the Brick Block, breaking it.  Hop down and collect the
Thunder Bolt.  Go over to the dead-end near the back of the area (where the gap
is) and throw Kooper at the switch across the way to make a bridge appear. 
Cross the bridge and kill the Winged Koopa Troopa's on the other side.  Break
the Brick Blocks and continue off-screen into the next area.

Hit the tree up ahead to get another Star Piece then attack the Koopa Troopa
and defeat the enemies.  Continue along the path and try avoiding the next
Koopa Troopa, as you'll have to face four enemies and that's not a wise idea if
you're low on HP.  Continue following the path to the end and heal at the Heart
Box, then continue where you'll finally reach the Koopa Bros. Fortress.  Save
at the Save Block then go over to the doors of the Fortress, where one of the
Koopa Bros. will pop out, surprised at Mario's early arrival.  Go inside the
Fortress and fight/defeat the Koopa Troopa to get the Fortress Key.

Unlock the door to your right and go on through into the next room.  Defeat the
Bob-ombs roaming around in here then go through the door on the other side of
the room.  When you enter the next room, you'll find that one of the Koopa
Bros. has locked up the keys so you can't reach them.  He then runs off and
leaves you to fight a Koopa Troopa.  Defeat it and go through this room,
defeating any and all enemies you come across.  Go through the door at the
other end of the room and run over to the locked door where you'll find another
Koopa Troopa.  Defeat it to make a switch appear then wham the switch with your
hammer to make the staircase lower.

From the foot of the stairs, turn left and go into the next room.  The doors
will raise up on the walls making it impossible for you to escape.  Now, go
through and defeat all three enemies in the room to make the doors lower back
to their normal position.  Continue left into the next room where you'll find
spinning fireball rods.  Hop over them and collect the Fortress Key on the
other end of the room.  Go back through the room, past the spinning fireball
rods and back into the first room.  Climb the stairs and unlock the door you
couldn't before.  Go through and you'll see one of the Koopa Bros. setting a
trap for Mario.

Once he's gone, take the front path and you can go out through the door to find
a Save Block where you can save your game.  Go back inside the Fortress and
begin climbing up the ramps until you reach the block.  Jump up to hit it and
the ground beneath you will flap open, dropping you down into the Bob-omb cage!
Talk to Bombette once you land and let her join your party.  Take her over to
the crack in the wall and press C-Down to make her explode, breaking the crack
open creating an escape route!  As you start to leave, a Koopa Troopa and two
Bob-ombs will confront you, ensuing a battle.

Defeat them all and go on through the door back into the room with the stairs -
climb them and go through the door to the left at the top.  Make your way over
to the cage with the Fortress Key inside and have Bombette blow up the crack in
the wall by using C-Down.  Collect the Fortress Key then move on to the next
cage and do the same thing to get the Power Bounce Badge!  Head back into the
room with the staircase to the right and through into the next one.  Take the
front path and follow it to the end where you'll find another cracked wall -
blow it up and open the chest outside to get a Refund Badge.

Go back inside the Fotress and take the south door to save your game at the
Save Block again if you'd like.  Head back inside the Fortress and climb the
ramp to the top again (where the trap door was earlier.)  Go through the door
to the left of the trap and switch to Kooper if he isn't currently your active
Party Member.  Press C-Down to throw Kooper at the switch, which will fill the
gaps but also put up a wall blocking you from the next area.  Once you cross
the gaps, turn around and toss the shell at the switch again to remove the wall
and repeat this two more times to get to the end of the path.  Climb the stairs
and go through the door into the next room.

Follow the path, defeat the Koopa Troopa and hit the switch with your hammer to
lower the staircase, then take the stairs down to the lower level.  Switch back
to Bombette as your active Party Member and jump up onto the ledge.  Have her
blow up the wall which leads down into the cage with the Fortres Key!  Collect
it then exit back into the previous room.  Climb back up the stairs and use
this key to unlock the door at the top.  Run along the path and hit the blue
switch with your hammer to raise the stairs from the water below.  Defeat both
Koopa Troopas then climb up the newly-raised stairs.

Climb up the ramps until you reach the top where you'll find a Bob-omb; defeat
it and collect the Smash Charge Badge, which should be equipped now if
possible.  Go back down the ramps and enter the door in the middle of the room
which leads back outside.  Follow the path and the Koopa Bros. will appear,
sending out their Bill Blasters (cannons) to destroy you.  When you come to the
first opening south, take it down and have Bombette blow up the rock which is 
in your way of reaching the ? Block.  Hit the ? Block for some Honey Syrup then 
go back up to the main path and hop over each Bullet Bill you come to.

If you engage in battle, destroy the Bullet Bills and go down through the south
opening once you reach it to find a Heart Block and Save Block.  Use both then
go back up the steps and hop onto one of the Bill Blasters to engage a fight. 
This isn't very hard.  The Bill Blasters only attack is shooting Bullet Bills
at you, which you then in turn have to defeat as well.  Destroy each Bullet
Bill and attack the Bill Blasters when you have a chance until you defeat them.
Go back down the steps, heal at the Heart Box and save your game one more time,
then go back up and through the double doors to find the Koopa Bros.


-------------------------------------------------------------------------------
 BOSS:  Fake Wooden Bowser
-------------------------------------------------------------------------------

10 HP

They have once again invented a machine to stall for more time, this time it's
a Bowser made of wood and the Koopa Bros. think they're actually tricking Mario
into belieiving it's the real Bowser.  Use your Hammer Attack as Mario and any
attack you want with Bombette.  The only attack the Bowser has is a clobber on
Mario's head, which only takes away 1 HP.  Continue attacking until the thing
finally falls apart, revealing the real Koopa Bros. who you will now finally
get to fight.


-------------------------------------------------------------------------------
 BOSS:  Koopa Bros.
-------------------------------------------------------------------------------

20 HP (5 HP ea.)

The battle starts out with a Spin Attack from the Koopa Bros. which does a
whopping 4 HP damage to Mario.  I suggest using any items you have to knock
them on their backs then attack them one by one using basic Hammer/Jump/Body
Slam attacks from Mario and Bombette.  If they get up, just use a POW Block to
knock them back down.  You can also switch party members to Kooper who can hit
all of them with his shell attack.  Once each and everyone of them has been
defeated, they'll fall into a cage below, unable to escape.


*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*

After that, you'll view a cut scene with the first Star Spirit being rescued,
then you're taken back to Peach's castle.  Once you gain control of Peach,
you'll have to find the secret exit from the room.  Check the picture next to
the fireplace and hit the switch behind it to put out the fire, allowing you to
go through the hidden exit.  Turn left and hit the switch at the end of the
corridor to be taken to Bowser's room with his diary lying on the table.  Read
it to find out that Mario must next go to Dry Dry Desert for the next Star
Spirit, then you'll be taken back to Eldstar who will explain Star Spirits'
power during battle.

Once the tutorial is over, Eldstar will leave and you'll be left to play again.
Save your game at the Save Block then head left into the next area.  Go over to
the cracked wall with the warp pipe behind it and use Bombette to blast it 
open, then hop onto the warp pipe and take it up to the higher ledge above.  
Follow the path and open the chest at the end to get a FP Plus Badge!  Go back 
and hop off the ledge to land back on the main path.  Follow it all the way 
left, defeating enemies as you come to them, until you come to the last screen 
just before entering Toad Town.


-------------------------------------------------------------------------------
 BOSS:  Jr. Troopa (Phase 2)
-------------------------------------------------------------------------------

15 HP

As you start to enter Toad Town, Jr. Troopa will pop out from behind a bush and
challenge you to another fight.  He's a bit tougher this time because he's
learned a new defense skill - closing the lid of his egg shell, protecting his
head!  Don't bother using normal jumps on him, as they won't work.  Use your
Power Jump Badge if you want to Jump Attack or your hammer.  Any of Bombette's
attacks will work on him.  His only attack is a jump on Mario's head which
takes away 2 HP, so there's not much to worry about.  Once he's defeated,
continue following the path into Toad Town.


*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*=*

When you enter Toad Town, Twink will appear and send the news of where you must
go next.  After Twink leaves, walk around Toad Town.  Heal in the Toad House in
necessary and save your game at the Save Block.  Once ready, take the path
south of Merlon's house and you'll be stopped by a kid who wants you to view
his father's Badge Shop.  Buy a badge if you'd like, otherwise just head south
into the next area.

Continue going south all the way down to the train station.  Make sure Bombette
is your current party member then go over to the rock on the left in front of
the train and have her blow it up (C-Down) then go and talk to the conductor. 
The train is headed for Mt. Rugged, so hop on and take it out of this chapter
and into Chapter 2!


More to Come...


===============================================================================
                                   V.  Items
===============================================================================

There are two types of items in the game: Key Items and Normal Items.  Key
Items are items that you keep, instead of just using them once and that's it.
Normal Items, on the other hand, can only be used once, but there are several
of them in the game that can be either purchased or found.  I've divided the
two up into separate sections below.


=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
                                   Key Items
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

Dolly
-----
Location: Jr. Troopa Playground
Description: An adorable doll that looks exactly like Princess Peach.
Function: Give this back to Goombaria and she'll give you a Star Piece.


Lucky Star
----------
Location: Path to Shooting Star Summit
Description: A star-shaped pendant.  Lets you use the action command.
Function: When worn, this item will allow you to use the action command on
          your attacks during battle.


Fotress Key
-----------
Location: Koopa Bros. Fortress
Description: Opens a locked door in the Koopa Bros. Fortress.
Function: You'll get this after defeating the first Koopa Troopa you come to
          inside the Koopa Bros. Fotress.  Use it to unlock doors.


=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
                                 Normal Items
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

Fire Flower
-----------
Attack Power:  3
Description:   A flower that burns all enemies with fireballs.


Mushroom
--------
HP Recovery:  5
Description:  A regular Mushroom.  Restores 5 HP.


Sleepy Sheep
------------
Description:
  If it works, makes all enemies sleep for a little while.


Honey Syrup
-----------
FP Restoration:  5
Description:
  Sweet honey syrup.  Restores 5 FP.


Fright Jar
----------
Description:
  Makes a scary spirit appear and chase some enemies away.


POW Block
---------
Description:
  Flips shell enemies and inflicts damage points on all enemies.


Dried Shroom
------------
HP Recovery:  1
Description:
  A very dry Mushroom.  Restores 1 HP.


Koopa Leaf
----------
FP Restoration:  3
Description:
  A leaf found in Koopa Village.  Restroes 3 FP.


Dizzy Dial
----------
Description:
  It if works, dazes and paralyzes all enemies briefly.


Volt Shroom
-----------
Description:
  Electrifies Mario briefly and damages enemies who touch him.


Thunder Bolt
------------
Attack Power:  5
Description:
  Lightning that strikes an enemy.


===============================================================================
                              VI.  Enemy Listing
===============================================================================

Goomba - 2 HP
-------------
The Goomba is a very basic and easy to defeat enemy.  In fact, it's the first
enemy you'll be introduced to in the game.  Use a couple of jump or hammer
attacks on it to defeat it.


Spiked Goomba - 2 HP
--------------------
These are pretty much identical to the normal Goombas only they have a spike on
their head, meaning you won't be able to use a jump attack.  Use a couple of
hammer attacks on these to defeat them, and make sure you don't use a jump
attack unless you plan on taking some damage.


Winged Goomba - 2 HP
--------------------
Again, just a normal goomba with wings.  You can't use a hammer attack on
these, as they are too high up in the air, so instead use a Jump attack to
knock their wings off followed by another Jump or hammer attack to defeat them.


Koopa Troopa - 4 HP
-------------------
These turtle-like creatures are of the same species as Bowser (Koopas), in
fact, they're followers of Bowser.  They aren't too tough, but they're 2x
tougher than Goombas are.  They also have hard shells which they can use for
protection.  Try flipping them over with a Jump attack or POW Block to lower
their defense, making it easier to defeat them.


Fuzzy - 3 HP
------------
Fuzzies are small, black balls of fuzz that hop around and steal Koopas' shells
so they can play with them.  Their attack consists of a big smooch on the cheek
which is so strong, it sucks one of your Heart Points away!  To defeat them,
use any of your attacks on them.


Paratroopa - 4 HP
-----------------
This is basically the same type of creature as the normal Koopa Troopa only it
has wings.  To defeat it, you must first get rid of its wings by using a Jump
Attack then continue your normal attacks while it's on the ground until you
defeat it.


Bob-omb - 3 HP
--------------
Bob-ombs are rather easy to defeat, but you'll take a bit of damage once you
attack them.  After you've attacked them once, they get angry and light their
own fuses, self-destructing themselves but injuring Mario if you don't attack
them and destroy them before it's their turn to attack.  Don't jump on an angry
Bob-omb, or it'll explode and you'll get hurt.


Bullet Bill - 2 HP
------------------
Bullet Bills are fired from Bill Blasters (cannons) and are quite easy to
defeat.  If they run into you, you'll lose 2 HP, so make sure you destroy them
in one hit, or you're going to take some damage.  Use any attack on them
(preferably an action command) to defeat them.


Bill Blaster - 5 HP
-------------------
The Bill blaster is just Nintendo's name for a cannon.  Jumping on these will
do no damage whatsoever, so don't bother.  Your only chance at defeating them
is with Mario's Hammer Attack and any Party Member's attack.  If you don't kill
them in one shot, they'll shoot Bullet Bills at you, which you must destroy
before attacking the Bill Blaster again.


Gloomba - 7 HP
--------------
The Gloombas inhabit the Toad Town Tunnels are are much tougher than the normal
Goombas.  When they attack, you'll lose 2 HP instead of 1 HP, but you can still
use your normal attacks on it to defeat it.


Spiked Gloomba - 7 HP
---------------------
These are the exact same thing as the normal Gloombas only they have a spike on
their head.  Do not use any jumping attacks on Spiked Gloombas, as you'll take
damage if you do.  Just use normal, non-jumping attacks on them and soon
enough, they'll be out of your way.


===============================================================================
                          VII.  Star Piece Locations
===============================================================================

Prologue: A Plea from the Stars
-------------------------------
#1 - You'll find this first star piece at the end of a platform in the area
     where you're first introduced to normal enemy battles.  Defeat the Goombas
     that get in your way and make your way to the end of the platform for this
     Star Piece.

#2 - Once you return back to the Goombas' house, give the Dolly you found in
     the Jr. Troopa Playground back to Goombaria and she'll reward you with
     the Star Piece along with a kiss.

#3 - When you make it to Toad Town, go into the second area and hop up onto
     the raised ground with the tree.  Whack the tree with your hammer and the
     Star Piece will fall out.


Chapter 1:  Storming Koopa Bros. Fortress
-----------------------------------------
#4 - After defeating the Fuzzies in Koopa Village and recovering Kooper's
     shell, go back to Koopa Village and use the blue box to reach this Star
     Piece on top of the block.

#5 - Go back into the first part of Koopa Village to meet Chuck Quizmo, the
     quiz master.  If you can answer the question he asks correctly, he'll
     reward you with a Star Piece.

#6 - When on Pleasant Path (which leads to the Koopa Bros. Fortress) you'll
     come to a tree in the background.  Hit it and this Star Piece will fall
     out and land on the ground.

#7 - If you follow the left path south of Toad Town, you may run into Chuck
     Quizmo again.  If you can answer his question correctly, he'll reward
     you with a Star Piece.


===============================================================================
                                 VIII.  Badges
===============================================================================

Power Jump
----------
BP Needed:    1
FP Needed:    2
Description:  Lets you do a Power Jump.  Uses 2 FP.
Location:     After safely returning Goompa to his house, he'll reward you with
              the Power Jump badge for your troubles.


Close Call
----------
BP Needed:    1
Description:  When Mario's in Danger, enemies sometimes fail to attack.
Location:     This can be found on the second path when you're leaving Goomba
              Village inside of a box.


Dizzy Attack
------------
BP Needed:    2
Description:  Delivers a blow that makes an enemy dizzy and unable to move.
Location:     You can find this badge inside of a box along the path that
              leads to the Koopa Bros. Fortress.


Attack FX B
-----------
BP Needed:    0
Description:  Changes the sound effects when Mario's attacking.
Location:     When on the way to Koopa Village, you'll notice three Brick
              Blocks in the background.  Break all three of them then jump
              to destroy the ? Block to get this badge.


HP Plus
-------
BP Needed:    3
Description:  Increases maximum HP by 5.
Location:     On your way back to Kooper's house from the forest, hop onto the
              stumps in the background and press C-Down to throw Kooper at the
              badge across from you on the high stump to retrieve it.


Power Bounce
------------
BP Needed:    2
FP Needed:    3
Description:  Lets you do a Power Bounce.  Uses 3 FP.
Location:     Once Bombette joins your party in the Koopa Bros. Fortress,
              take her back into the room with the cages and blow up the crack
              in the wall on the second cage to get this badge.


Refund Badge
------------
BP Needed:    1
Description:  Refunds some coins if you use an item in battle.
Location:     After Bombette joins your party, take her over to the room to
              the right of the staircase in the Koopa Bros. Fortress and blow
              up the wall to find a chest outside with this badge inside.


Smash Charge
------------
BP Needed:    1
FP Needed:    1
Description:  Lets you charge up your Hammer.  Uses 1 FP.
Location:     After raising the stairs from the water in the Koopa Bros.
              Fortress, climb them and follow the ramps up to the top where
              you'll find this badge.


===============================================================================
                          IX.  Chuck Quizmo's Answers
===============================================================================

Q.  What is the name of Goombario's younger sister?
A.  Goombaria

Q.  What is the color of the block you can break with the first Hammer you got?
A.  Yellow


===============================================================================
                              X.  Information
===============================================================================

Credits and Sources
-------------------
AstroBlue - http://faqword.virtualave.net
  For creating the ASCII art at the top of this guide and allowing me to use
  it.  Thanks!

Jeff "CJayC" Veasey - http://www.gamefaqs.com
  For hosting this FAQ on his website.

Paper Mario Instruction Manual
  For the story and first part of the character descriptions.


Contact Information
-------------------
Have any comments, questions, suggestions, complaints, contributions, praise,
constructive criticism, or anything else about this FAQ (or any of my others?)
Please contact me via one of the following, and I'll get back to you as soon
as I can.  All questions asked that have already been answered in the guide
will be ignored:

E-mail Address:  sdallas19@yahoo.com
ICQ Number:      100893080


Webmasters
----------
Want to host this FAQ on your website?  Please contact me via one of the above
methods and send me the URL of your site, and I'll give you the terms I have
for webmasters hosting my guides.  If you post this (or any of my other FAQs)
guide on your site without asking first, your host and/or ISP will be contacted
and notified of your illegal actions.

===============================================================================

          The latest version of this document can always be found at:

                      GameFAQs - http://www.gamefaqs.com
                      DS-99 - http://www.dallastm.cjb.net

===============================================================================

Copyright 2001 Dallas Scott.  All Rights Reserved.

-EOF-
