Back at Bowser's Keep, Ludwig and Jr. are getting worried about Larry and Basilisx.
"This doesn't make sense," says Ludwig. "Larry is one of the best sneaks around. I can't understand why it is taking him and Basilisx so long to bring back the magic paint."
Just then Bowser comes into the room. "Guys, have you seen Larry or Basilisx around?" he asks.
Ludwig and Jr. look at each other with worried expressions. "Well… " starts Jr.
Then Ludwig's window opens and Larry climbs in. "Here'e the paint you needed, Ludwig. Unfortunately, Basilisx..." He stops when he saw Bowser.
"Unfortunately what, Larry?"
The three of them sigh and tell Bowser the story of what happened to Jr's paintbrush and how Larry and Basilisx had to get more paint by stealing it from E. Gadd. Then they got to the part with Basilisx getting arrested.
"WHAT?! YOU MEAN THE NEWEST MEMBER GOT ARRESTED?!"
The three Koopalings nod.
"Unbelievable! I should..."
Just before he can finish, Lemmy rolls in. "You guys should come see this."
The four of them shrug and go after Lemmy. He takes them to the media room and they see Wendy, Roy, Morton, and Iggy sitting around the TV. On the screen is a Toad news reporter.
"Breaking news! Local scientist, Professor Elvin Gadd, was robbed by Larry Koopa and some Koopatrol. The police gave chase after them, but only managed to capture the Koopatrol. Unfortunately, once they took him to Peach, who told her guards to take him to the dungeon, the Koopatrol managed to escape. No one knows where he is, so be on the lookout for a black-armored Koopatrol with a gray shell, gray skin, and red eyes. Until next time."
Everyone is relived to hear he managed to escape. "I hope he makes it back okay," says Wendy.
"Don't worry, Sis," says Larry, "the guy is a pretty good sneakster. He should be fine."
***
"So, what's your name?" asks the jester.
"Basilisx. What's yours?"
"Ah, I am the Master of Dimentions... Pleaser of crowds! I am... Dimentio!"
"Okay, but who is the guy lying on the bed?"
"Oh, that is Fawful. But he is sleeping."
"So, how did you and Fawful end up here?" asks Basilisx.
"Well, I was sent to the Underwhere because a plumber named Mario ruined my plans. I was down there for quite a while, and when I thought I would never get out, I met Fawful. He had had his plans ruined by not only Mario and his brother Luigi, but Bowser as well. He told me his story, and I told him mine. We both had the same goal, and we wanted to exact our revenge on Mario and Luigi. But we first had to make a plan to escape. We did, and we managed to make it to the Mushroom Kingdom. We knew that if we didn't get some training in, we would lose. So, we went to improve our skills, and made it back to the kingdom. But when we did, Fawful, being a bit of a nut, started causing some problems in the kingdom. When I tried to stop him, the police thought I was helping him, so they arrested both of us. Peach knew who we were, so we were put in a special jail cell so we couldn't escape. She also had E. Gadd make a special iron ball and chain that prevents me from using magic. We also haven't been fed anything for quite a while."
"So, how do we get food?"
Just on cue appears a little black bug with red swirling eyes, a smile, what looks like an antenna on its head, little arms, claws for hands, and four stick legs. The bug is seen dragging two bags of chips. Dimentio, dragging his iron ball, walks toward the bug and takes the chips.
"You never fail, Fawful, like a warrior always protecting his fair maiden."
The bug chuckles and heads for Fawful. The bug turns into a spirit and goes inside Fawful, who wakes up once the bug is inside him. He walks toward Dimentio.
"Fawful thanks you, Dimentio. If I hadn't learned how to do the releasing of my spirit, we would be going hungry."
He then turns to Basilisx. "Who is this visitor?"
"This is Basilisx. He was caught, but managed to escape, like a mouse escaping a trap."
Basilisx turns and ponders. "They might talk weird, but from what this Dimentio guy told me, they might be able to help me with my plan."
Basilisx turns around. "Okay guys, I have an idea that can help you get out of here." He brings out one of his nails and creates a circle in the glass, but doesn't push on it. "Tonight, push on the glass and have Fawful do that spirit thing and get the keys to unlock Dimentio's iron ball. Once free, come and meet me at the back of Bowser's Keep. I'll be waiting."
Basilisx heads toward the exit and carefully sneaks through the castle to the exit. Dimentio and Fawful look at each other. They then nod.
Later that night, Dimentio pushes the glass circle that Basilisx made, creating a way for Fawful's bug spirit form to get the keys. Fawful focuses his energy. Then, his body falls and out comes the Fawful bug. Dimentio picks him up and pushes him through the hole. Fawful scurries through the dungeon and makes it to the exit, where he sees a sleeping Toad guard. He looks up and sees a set of keys on a hook. Fawful climbs the sleeping guard and jumps from his shoulder to the hook. He uses his claws to grab the keys and lifts them off the hook. He jumps to the ground and scurries back to his cell, but trips and drops the keys. The clanging of the keys wakes up the guards.
"HEY! STOP RIGHT THERE!" yell the guards. Fawful runs faster to the keys and picks them up, but a guard is hot on his trail. Fawful tries to run faster, but gets caught. "Where do you think you’re going?"
Fawful looks around and sees he is a jail cell away from his and Dimentio’s. He gets a grin on his face.
"HEADS UP DIMENTIO!" yells Fawful. He tosses the keys toward the open hole in the glass. A hand comes out and grabs the keys. Dimentio looks for the one that unlocks his iron ball. He quickly finds it and is unchained. He fires a starburst at the glass and completely breaks it. He floats out with a grin on his face. He forms another starburst, but this one is different. This starburst is on fire! He fires and it hits the Toad guard. When hit, an explosion of flames engulfs the Toad. Fawful is launched but is caught by Dimentio. He tosses him back to his body and Fawful reunites with it. He laughs and pulls out a little disk. He pushes a button and the disk grows and becomes the same flying platform he used in M&L:BIS.
He and Dimentio rush for the exit and make it out of the dungeon, but when they make it to the entrance of the castle, Toad guards are blocking the path. Fawful laughs and pulls out a ray gun. Dimentio forms a starburst. They fire at the Toad guards and blow everyone up. They go through the door and fly off to Bowser's Keep to meet Basilisx.
Once they make it, they head around the back and see Basilisx laying in the grass. He gets up, sees them, and approaches.
"So, have any problems getting here?" he asks.
"Not at all," says Dimentio.
"Okay, I remember you guys told me that the Mario Bros. took you down. But Bowser took Fawful down as well as did the Mario Bros. So, I have formulated a plan that will make us rulers of the Mushroom Kingdom and Dark Land. The only thing we need to do is let Bowser and his kids takeover the Mushroom Kingdom first. Then, I will come in and battle Bowser. Once he's out of the way, we can rule the Mushroom Kingdom!"
Dimentio and Fawful look at each other and nod. "All right, but what should we do right now?" asks Dimentio.
"I need you to look at this for me." Basilisx pulls something out of his shell. It is the ray gun he stole from E. Gadds lab. He hands it to Fawful. "I need you to research it and tell me what it is."
"Fawful will do just that. Fawful will need some assistance from the jester."
"But we don't have a lab." They turn to Basilisx.
"Oh, I have a lab for you. But just wait out here."
Basilisx rushes back inside and looks for the throne room. He knocks and hears Bowser's loud, booming voice. "ENTER!"
Basilisx opens the door and approaches the throne. "Lord Bowser."
"BASILISX?! You made it back!"
"Yes, I did. But... I would actually like to takeover the Mushroom Kingdom now!"
"... Basilisx... this is so sudden. You just made it back, and you tell me you want to go and takeover the Mushroom Kingdom now?"
"Bowser, I might have only been here for a couple of days, but I want to help out!"
"... Very well."
He walks over to the loud speaker. "I NEED EVERY KOOPALING IN THE THRONE ROOM! THAT MEANS YOU TOO, KAMEK!"
Within a matter of seconds, the Koopalings are all in the room wearing night robes. Kamek then comes in. "What do you want, Dad?" asks Larry.
"Yeah, it's *yawn* one in the morning," says Wendy.
"Listen, we are going to attack the Mushroom Kingdom tonight!"
Everyone gasps at the sound of this.
"Yes, shocking, I know, BUT, Basilisx has returned and really wants to help out. So, why not attack them in the middle of the night?"
The Koopalings look at each other, then cheer.
"Good, now, I'll meet you at the doomship." (AKA, Bowser's airship)
The Koopalings throw off their night robes and rush toward the docks. But Kamek stays behind. "Sire, are you sure about this?"
"Yeah, but if you don't want to, then go back to bed!"
"Not about the attack. About Basilisx coming along. He's only been part of the troop for a couple days."
"Oh, that. It couldn't hurt to take him along."
"Very well. Shall we meet the kids at the dock?"
"Yup. Let’s go, Basilisx!"
The three of them head for the docks, where the Koopalings have their scepters out (except Jr, who has his paintbrush).
"Children, we are about to do our biggest attack on the Mushroom Kingdom. So give it your all!"
"YEAH!"
They head onto the doomship and wait tor Troops to get onboard. The last set of troops is seen carrying a cage. The doomship lifts off the ground and heads for the Mushroom Kingdom.
Meanwhile, outside, Dimentio and Fawful see the doomship fly off. "Well, I guess that means nobody is inside."
"I still do not get the plan. How is Fawful supposed to research it and tell Basilisx what it is?"
"Ludwig has a lab in his room. Once we find it, that’s when you start. Now let’s get inside!"
They head in and search for Ludwig's room, which doesn't take very long.
Mario and Luigi are in their beds, in a really deep sleep. That comes to an end once they hear a booming sound. They rise from their slumber and wonder what has happened. They quickly get dressed and walk outside to find Bowser's doomship flying over the house. Then the Koopalings jump down from the ship and surround the Bros. Bowser then comes flying down in his Clown Copter.
"Bwhahahahaha! Yes, we have you caught! Now, I need six Koopalings to attack the town."
All hands shoot up, but Bowser picks the first six that shot up. "Larry, Roy, Lemmy, Iggy, Ludwig, Jr; you are the lucky winners! Now make me proud!"
"Right, King Dad!"
"Morton, Wendy. I need you to guard these pesky plumbers and make sure they don't escape!"
"Right, King Dad," says Wendy.
The six Koopalings chosen to attack the town leave by going through the warp pipe to town, as Bowser flies back to the doomship, leaving Morton and Wendy to guards the Marios.
***
The six Koopalings have just entered town and started shooting magic fireballs through their scepters, except Jr, who is flinging paint. Larry then suggests an idea. "We should capture the residents so they don't rush off to tell Peach."
"Let's put that into action!" says Iggy.
They rush off in different directions and knock down the doors to houses. They threaten the families that they will hurt them if they don't cooperate. So the families let themselves get caught. Once every resident is caught, the Koopalings laugh evilly.
***
Meanwhile, the doomship is seen heading for the castle. Inside the control room are Bowser, Kamek, and Basilisx.
"With the Mario Bros. out of commission and my children attacking the town, I will be able to rule the Mushroom Kingdom!"
"Sire, we are within range of the castle. Shall we fire the Bob-ombs?"
"Yes!"
Kamek hops on his broom and flies out on deck to find that Hammer Bros, Koopas, Boos, and Dry Bones are all on deck. "Okay minions, FIRE AT WILL!"
The minions head for the cannons and start shooting Bob-ombs. They explode on impact with the castle. "Keep firing! Ground troops, GO!"
More Hammer Bros. jump off, including Fire Bros, Boomerang Bros, the new Ice Bros, and Sumo Bros. Boos and Lakitus head for the ground and rush inside the castle. They start destroying the inside and capture Toad guards.
Meanwhile, Basilisx asks Bowser if he can head down. "Sure, we're about to rule the kingdom anyway. Might as well find the princess."
"Thank you, Sire."
Basilisx jumps down and lands on his feet. He rushes inside and brings out his nails. He starts slashing some Toad guards and knocks them down. Then Bowser comes in and sees every Toad guard has been captured. He heads for the throne room, where he finds Peach. Basilisx follows.
"Princess Peach, my troops have beaten and captured every Toad guard here! My kids have captured the Toad Town residents and the Mario Bros! You might as well hand the kingdom over to me!"
"You wish I'd hand over my kingdom, but I won't!"
"Princess, your troops are captured. My troops have nothing left to deal with."
"Are you sure?"
"Yeah. What else is there to deal with?"
"I'd say his troops."
She points behind him. Bowser turns and sees three figures.
***
Back at Mario's House, Morton and Wendy have decided to play cards because just standing and guarding the Mario Bros. is boring. "You have any sixes?" asks Morton.
"Go fish. Have any fives?"
"Yeah."
In the bushes, three heads emerge. One has an army robe and is holding a hammer. The one next to him looks like a jester. The third has a propeller on his head. They are all wearing masks as well. Morton turns his head and the figures hide in the bush. "Ever get the feeling that you're being watched?"
"Man, Larry doesn't spy on you much, does he?"
"What do you mean?"
"Well, when you feel like you’re being watched, someone must be spying on you. So that’s why I said that Larry must not spy on you much."
"Oh."
"Although, I do feel like I am being watched."
Then, from the bush, the three figures jump out and attack.
"WHAT THE?!"
The one with the hammer hits Morton and Wendy on the head and knocks them out. Mario and Luigi wake up, having fallen asleep while Morton and Wendy were playing cards. The figures approach them, and they turn out to be Shy Guys: a Spy Guy, a Groove Guy, and a Fly Guy.
"Mario Bros, I'm not sure if you know this, but Bowser is attacking the castle as we speak!"
"But why? Why would Bowser attack in the dead of night?" asks Mario.
"We believe it is because of their new member."
"What new member?" asks Luigi.
"He's a black-armored Koopatrol with gray skin and red eyes."
Mario gets a shocked look on his face. "That's that one Koopatrol that knocked me down before I could take Iggy to the dungeon!"
"Really? Well he, Bowser, and Kamek are at the castle. We must hurry!"
"We have a secret warp pipe to the castle. Let’s use that."
They head inside and go to the bed room. Mario ground pounds the floor and he falls right through. Luigi and the Shy Guys do the same. Down below, where Luigi's secret basement used to be, there is now a secret warp pipe to Peach's Castle. They jump in and head for the castle.
***
The three figures are short. Two are wearing black, the other is wearing a white general hat and white robes. He also has a badge. They all are wearing masks. The white one speaks.
"Well, if it isn't Bowser. I haven't seen you since Paper Mario."
"Stay out of this, General Guy! I am about to takeover this kingdom!"
"I wouldn't be so sure. Men, ATTACK!"
The other two Shy Guys, Anti Guys, charge toward Bowser and Kamek. They do their powerful acrobatic flip attack and knock them back. General Guy then eyes Basilisx. "You're that Koopatrol I saw on the news."
"Yeah, so what if you did?"
"You seem powerful for a new member. I think we should battle!"
Basilisx gets wide-eyed and brings out his three claws from each hand. "Bring it on!"
General Guy whistles and three Shy Guys bring in a tank with a cannon up front, a hatch to get in, and a Bob-omb blaster. General Guy hops in and the battle begins.
BOSS: Basilisx the Koopatrol
Basilisx charges toward the tank and starts slashing at it, but can't put a dent in it. From inside, General Guy pushes a button and fires a Bullet Bill out of the cannon. It charges toward Basilisx and hits him. He gets knocked into a wall, but gets back up and charges toward the tank again. He tries to put a dent in it once more, but is just wasting his energy. General Guy fires the Bob-omb blaster and a brigade of Bob-ombs are sent Basilisx's way. Basilisx jumps to avoid them, but is hit by one at the last second.
"*pant* I can't put a dent in this darn thing! What is it made of?"
General Guy pops out. "Something that you can't put a dent in! You can't do anything!"
General Guy goes back in and starts firing Bullet Bills. Basilisx just dodges them. "I can't do anything. I just have to keep dodging until I find something to destroy this thing."
***
Back at the castle, Dimentio and Fawful are seen in Ludwig's lab, studying the ray gun Basilisx gave them. "Well?" asks Dimentio.
"Just give me one of the minutes... I HAVE CHORTLES!"
"What?"
"By closer observation, Fawful has discovered that this gun of ray is none other that a beefed up Blaster from those dastardly Shroobs!"
"But, how?"
"Fawful thinks that the Gadd of E. must have taken it apart and fixed it to become very powerful."
"... Let’s keep it!"
"Fawful says what?!"
"Don't you see, Fawful? With that weapon, we could takeover the Mushroom Kingdom and Dark Land! We don't need that Basilisx!"
"But... he helped us escape from jail."
"... You do make a point. All right. Let’s get on his good side, then, we backstab him when the time is right. Now, let’s get this to Basilisx, like kids rushing outside when they hear the ice cream man."
Fawful grabs the hoverboard he used in BiS, and Dimentio floats after Fawful. When they reach the Mushroom Kingdom, they find Mushroomers being held against their will. In the center of town they see Larry, Roy, Lemmy, Iggy, Ludwig, and Jr. They ignore the Koopalings and head for the castle. Inside they find Shy Guys fighting Bowser's minions. Fawful pulls out his own ray gun and blasts the fighters. The Shy Guys and minions are knocked out. Dimentio and Fawful move on and open the door to Peach's throne.
Upon entering, they find Basilisx avoiding General Guy's Bullet Bills and Bob-ombs. They can't get around General Guy, so Dimentio gets an idea. "Give me the ray blaster. I'll teleport to Basilisx and hand it off to him."
Fawful hands the blaster over to Dimentio, and he teleports away and reappears by Basilisx. General Guy, from inside his tank, gets wide-eyed. "HOW?! HOW DID HE GET OUT OF HIS DUNGEON CELL?!"
"Basilisx, Fawful studied it, and he is positive that this is a Shroob blaster, modified by E. Gadd. This blaster contains tremendous power."
Basilisx grabs the blaster and aims it at the tank. General Guy laughs.
"HAHAHAHA! You think that a little blaster can take out my tank? This is going to be easy, finishing you off!" General Guy pushes a button, and the cannon and Bob-omb blaster aim at Basilisx. "Say goodnight!"
General Guy fires and a brigade of Bullet Bills and Bob-ombs are sent Basilisx's way. Basilisx pushes the trigger on his Shroob blaster, and a giant beam is fired. The beam takes out the Bullet Bills and Bob-ombs, and hits the tank. When the beam makes contact, the tank explodes and General Guy is sent into the roof and hits the ground, dazed. Basilisx, Dimentio, and Fawful are amazed by the power inside a little blaster. Peach, who had watched the whole thing, is very scared.
Basilisx puts the blaster in his shell and pulls out the same form Bowser tried to get Peach to sign, only with his name replacing Bowser's. He then approaches Peach. "Sign on the dotted line and hand the kingdom over to me, or you'll end up like that Shy Guy general!"
Peach is frozen with fear, but eventually takes a pen and signs the line.
"BWAHAHAHAHAHAHA!"
Then Bowser wakes up, along with Kamek, and sees Basilisx holding the paper. Bowser approaches him and grabs it. He looks and sees Peach's name on the line. "Bwhahahahaha! Excellent job, Basilisx! Now, this kingdom belongs to BOWSER AND THE KOOPA TROOP!"
Basilisx turns to Dimentio and Fawful. He motions them to hide somewhere. Dimentio disappears and Fawful rushes off. He then turns to General Guy, who is slowly getting up. "You thought you could take me. But you thought wrong!" Basilisx uses his stone ability and turns General Guy into stone. He turns and sees Bowser doing a victory dance. "Sir, with your permission, I would like to take this stoned Shy Guy and his comrades to the dungeon."
"Sure, go ahead. Also, Kamek, go and round up the prisoners my kids have caught. Also, bring Mario and Luigi here so they can be turned into stone!"
"Not on your life, Bowser!"
"Huh?"
Bowser looks around and a warp pipe appears a few feet away from him. Out comes five figures. Three of them are Shy Guys, and the other two are dressed like plumber, one wearing red, the other wearing green. They both wear hats, but the red one has a red M and the other has a green L. They are also holding hammers.
"How?" questions Bowser.