(The episode opens to Pasta Land, a place where the scenery resembles forks and pasta noodles, and the ground looks like a tablecloth. Mario and Co are with a bunch of Mushroom people, and eating spaghetti at picnic tables.)

Mario: (in his mind) Plumber's Log, Number 6-21. The people of Pasta Land were throwing us a celebration, cuz we've chased off creepy, old King Koopa. We didn't realize how soon he'd be back.

(Up in the sky, Koopa, who's wearing a red scarf and a flight helmet, is driving what appears to be a cross between a fighter plane and a flying carpet. Attached to the back of the plane is a cloud, which a Lakitu is
riding.)

Koopa: Lakitu, is our secret weapon ready?

Lakitu: Ready, your repulsiveness!

Koopa: Watch out, plumbers! Here comes Koopa, the party poopa! *laugh*

(Back at the picnic, everyone is enjoying themselves, but they stop when a large cloud moves overhead, creating a large shadow.)

Toad: Oops! Something's wrong, Mario!

(Mario is still eating pasta.)

Mario: Right, it needs more meatsauce!

(Lightning shoots down from the cloud and hits Mario's plate, which blows up in his face. Rain then starts to fall, and everyone panics. Mario runs over to the cauldron of pasta.)

Mario: Save the spaghetti! Save the spaghetti!

Koopa: Nice work, Lakitu! Now I know why you're the boss of the clouds!

Lakitu: Thank you, your Koopaness!

Koopa: And those Pasta Landers are gonna find out I'm the boss of everything! Serve 'em the Spiny eggs!

(Lakitu throws several eggs at the ground, which turn into Spinies upon impact. The Spinies proceed to chase after people. The Marios are hiding under a table with the cauldron, and Mario pulls a Spiny out of it.)

Mario: Uh oh! Spaghetti a la Spiny! I smell a Koopa!

(Luigi points to the sky.)

Luigi: Worse, I see a Koopa!

Koopa (through a megaphone): Attention all Mushroom citizens of Pasta Land! I'm Koopa capturing your whole country! And this is how!

(Koopa looks back at Lakitu, who presses a button on a remote control. A strange looking machine with several satellite dishes, a showerhead, and an air conditioner attached to it rises up into the air. Water starts to pour down from a showerhead.)

Mario: That piece of junk doesn't scare anybody!

Koopa (through the megaphone): That piece of junk is my new Wicked Weather Satellite! And you better be scared!

(Snow blows out of the air conditioner and all over Pasta Land, scaring everyone.)

Princess: Oh! Oh no! No! No!

Koopa (through the megaphone): Unless you surrender Pasta Land to me, I'll bury the whole kingdom under a mile of snow!

Lakitu: You'd better do what King Koopa says or we'll freeze ya to your knees!

Koopa (through the megaphone): Ya got exactly seventeen minutes to make up your Mushroom minds!

(Koopa puts the megaphone down, laughs, and turns around to Lakitu.)

Koopa: Come on, Lakitu!

(Koopa and Lakitu fly off, while snow continues to fall.)

Princess: This is terrible! What are we going to do?

Toad: Open a ski resort?

Mario: We gotta get up there somehow and stop Koopa's snowmaker!

Luigi: Up in the sky? How?

Toad: I know, the big beanstalk! The one we passed on the way in!

Mario: Now you're talkin', Toad! To the beanstalk!

(Later, Mario and Co are climbing up a beanstalk, which is made out of long green noodles.)

Mario: The snow's getting worse!

Princess: Think of those poor, freezing Pasta Land people, and keep climbing!

(They reach the top of the beanstalk.)

Luigi: Are you guys sure this thing'll hold all of us?

Mario: Are you kidding? This thing's as strong as a salami!

(The noodle Mario is holding onto starts to lean over.)

Mario: Woah! Would you believe a wet noodle?

(The whole beanstalk bends over a bit, positioning Mario and Co right next to the weather machine, which Mario tries to reach for.)

Toad: You almost got it, Mario! Keep reachin'!

(Koopa flies past in his carpet-plane.)

Koopa: Think you're clever, don'tcha, ya little pipesqueaks? Well, in the immortal words of the great King Koopa, what goes up must come down!

(Koopa shoots a fireball from his plane at the beanstalk, causing it to break and fall over.)

Koopa: (yelling) BEANSTALK!

Mario: Mamamia!

Luigi: Yipe!

Princess: Look out!

Toad: Help!

(The beanstalk hits ground, and the group lands in the snow.)

Toad: Well, it was a nice try, but Koopa beat us.

Luigi: Yeah, maybe we should just cool it.

Princess: Come on, you guys! We gotta stop that stupid Koopa before the Pasta Land people turn into Mushroomsicles!

Luigi: Can't we just get 'em some coats?

Toad: Wait a minute! I think I'm standing on some kind of lever! I'll check it out!

(Toad dives under the snow and pulls a lever. A platform underneath the Marios rises out of the ground and moves upwards into the sky.)

Mario: Hey, it's a Cloud Land elevator!

(High in the sky, above the snow, is a cloud. On it is a shack with the word "SAM'S" on it.  In front of the shack is a sign that says "USED CARPETS U-BUY WE FLY". There are also some flying carpets and Sam himself, a Middle Eastern turban-wearing man.)

Sam: Step right up! Step right up! Used carpets! You buy, we fly!

(Sam proceeds to hit one of the carpets with a lollipop that has a face. The platform the Marios are on goes up through the cloud and knocks the Marios onto the carpet, which Sam pulls out from under them.)

Sam: Watch it, will ya? This is a genuine Persian carpet! Made in Hong Kong.

Mario: Does it fly?

Sam: Not yet, I'm still getting' the bugs out!

(Sam smacks the carpet with his lollipop and some bugs pop out of it.)

Sam: I'm Sam Shalam, and this is my assistant, Slammer!

(Sam points to the lollipop.)

Slammer: Pleased to meet ya!

Sam: Just look around! You won't find any finer flying carpets in all of Cloud Land!

Slammer: Unless ya look somewhere else!

(Sam hits Slammer against the carpet again.)

Slammer: Ow!

Mario: How much are the carpets?

Sam: How much ya got?

(Mario pulls a few things out of his pocket and presents them to Sam.)

Mario: One stick of gum, and three faucet washers!

Sam: Sold!

(Sam takes the junk and hands Mario a rolled up carpet.)

Luigi: Is this carpet fireproof?

Sam: Fireproof, waterproof, and goofproof! Guaranteed to last until it falls apart!

Mario: Great! Come on, Luigi! Now we can fix that old Koopa's snow blower!

(Later, the Marios are flying around on the carpet, which looks like a normal carpet, except that it has a steering wheel and is putting clouds of gas.)

Luigi: I'm not sure this fireproof carpet is worth three faucet washers!

Mario: Not to mention a stick of gum! Uh oh, there's that creepo Koopa!

(Mario points at Koopa, who flies towards them in his carpet-plane.)

Koopa: Have I got a hot one for you, drain brain!

(Koopa shoots a fireball at the Marios' carpet, and it burns up.)

Mario: Maybe Sam Shalam meant fire-poof!

(The Marios start to fall.)

Luigi: Help! We're gondolas!

Mario: We're goners, Luigi! And you're right!

(Meanwhile, Princess, Toad, and the Pasta Landers are watching the Marios fall.)

Luigi: Screamin' spumoni!

Mario: Look out, ground! Here we come!

Toad: Look, Princess! Mario and Luigi's flyin' carpet has become invisible!

Princess: It's not invisible! They're crashing! Oh, what can we catch them with?

Toad: How 'bout the town trampoline?

Princess: Get it quick!

Mario: Look, they're tryin' to save us!

(Princess, Toad, and a few Mushroomers are trying to position a trampoline where they think the Marios will land.)

Princess: Let's get under them! Left! No, to the right!

Mario: A little to the left!

(The Marios land on the trampoline, and bounce back into the air.)

Luigi: Leapin' lasagna! We're falling up!

Mario: That' right! Now we can get our money back from that fast-talking flying carpet salesman!

(Cut to Sam's lot, where Sam is sitting on a carpet, admiring the junk he was paid with. The Marios land on his carpet.)

Sam: Hi there! Ready for a trade-in? I got a spiffy little carpet that belonged to a little old lady from Pastadena!

Mario: Slow down, Shalam! The last carpet you sold us wasn't fireproof!

Luigi: And we're really burned up about it!

Mario: Yeah! We're tryin' to save Pasta Land from Koopa, and your lousy carpet ruined everything!

Sam: Koopa? Why did you not say so? He stole his carpet from me! That reptile reprobate gives cheating a bad name! Take any carpet you want! No charge!

Mario: We'll take two!

Luigi: Two?

Mario: Relax, Luigi! I got a plan to throw Koopa for a loopa!

(Cut to Pasta Land. Mario and Co are gathered around a biplane with carpet-like wings.)

Toad: It's a cool crate, dudes! But where's the engine?

Mario: That's the beauty of having wings made out of flying carpet! It doesn't need an engine!

Luigi: Now if we just knew somebody crazy enough to fly it!

Mario: You're gonna fly it!

Luigi: Me?

Mario: Would you rather be the tail gunner, and get shot at by Koopa?

Luigi: Hey, I may be crazy, but I'm not dumb!

Toad: That fireball tail gun might keep Koopa away, but how are ya gonna destroy the Wicked Weather Satellite?

Mario: Funny you should ask, Mr. Bomber dear! You're gonna blast it out of the sky with this!

(Mario hands Toad a bomb. Cut to the weather machine. Koopa, who's no longer in costume, and Lakitu are sitting on lounge chairs on a cloud next to it.)

Koopa: Nothing like relaxing in the sun, eh Lakitu?

Lakitu: I prefer clouds myself, but at least it's snowing and freezing down there! *laugh*

(Koopa laughs. Cut to Pasta Land. Princess and the mayor are sitting on a picnic table, and Princess is holding a CB radio.)

Princess: Control tower to Captain Luigi! You're clear for take off!

(Luigi is in the pilot's seat, Mario is in the rear seat, and Toad is sitting on the plane between the two seats.)

Luigi: Maybe we should do this tomorrow! The weather isn't safe!

Princess: Luigi, if we don't do this now, the weather won't ever be safe, and the Pasta people will lose their kingdom!

Luigi: Oh yeah. Anybody else got a good excuse for not going?

Mario: Okay, Luigi! Take her up!

(Luigi starts the plane and takes off. Soon the plane turns upside-down.)

Mario: Hey, Luigi! We're flyin' upside-down!

Luigi: We are? No wonder I don't wanna look!

(The plane turns rightside up.)

Mario: Uh oh! I see cloudy days ahead!

(The plane flies through the cloud that Koopa and Lakitu are on.)

Koopa: The Mario Bros!

Lakitu: Oh no! My cloud has sprung a leak!

(Air escapes through the hole in the cloud as Koopa gets back into his carpet-plane.)

Koopa: I'll fix those flying faucet freaks for good!

(The Marios fly up to the machine.)

Mario: Way to roll the ol' rigatoni, Luigi! Hey Toad, are you ready to blast that satellite?

(Toad gets onto the wing and sets off the bomb.)

Toad: Let go, Mario Bro! Bombs away! It's tickin', let's give her a lickin'! Special delivery for stoopa Koopa!

(Toad tosses the bomb onto the weather machine. The plane flies away as the bomb blows up, along with the machine. The Marios and Toad cheer, as well as Princess and the Pasta Landers.)

Princess: They stopped the snow! Pasta Land's safe!

(The song "Danger Zone" starts up. Koopa is wearing his red scarf and flight helmet again.)

Koopa: Okay, that's it! I'm tired of just bein' bad! It's time to get rotten!

(Koopa shoots some fireballs at the Marios' plane, but they swerve out of the way. Toad taps Luigi on the shoulder, and he does a loop de loop. Mario and Koopa shoot a few fireballs at each other, and Koopa's carpet burns up.)

Koopa: *screams* Yipes! Don't ever steal a used flying carpet!

(The song ends. Koopa falls down and pulls out his parachute.)

Koopa: I'll get ya next time, ya meddlin' Marios!

(Cut to Pasta Land, where the snow has melted away. Everyone is gathered around the plane.)

Princess: In honor of your heroism, and for ridding the skies of Koopa, Lakitu, and the Wicked Weather Satellite, the Pasta Land people bestow upon you the rank of Pasta Land Heroes!

(Princess presents the Marios and Toad with medals as the crowd cheers.)

Mario: Does that come with spaghetti?

(Everyone laughs.)

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