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* EightPointEight: Game Informer originally gave the game a '''6.5'''. This would have been bad enough, but the reviewer's primary complaint? ''The writing was bad.'' The ensuing fan backlash actually prompted two letters of apology. The first one claimed that the reviewer gave the score not of his opinion, but guessing how well consumers would like it. This caused more complaints about the review, so a second apology letter was written with the exact opposite message.
* AnticlimaxBoss: [[spoiler:Macho Grubba]] from Chapter 3. Despite having a whopping 60 HP, which is massive for this point, considering that the last boss only had 30 HP and the next one will only have 40 HP, he's still incredibly easy to beat. It doesn't help that all of his attacks are insanely easy to Superguard.
* AssPull: [[spoiler:TEC's return to life]] at the end of the game. Not even [[spoiler:TEC]] [[LampshadeHanging is sure how this is possible]], though [[spoiler:he suspects Peach has something to do with it]].
* SugarWiki/AwesomeMusic: See AwesomeMusic.PaperMario.
* BestLevelEver: The Glitz Pit in Chapter 3. It is primarily battle-focused with no two enemies being the same, the plot is interesting, and even Bowser pops up at the most appropriate time.
* BiteTheWaxTadpole: 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".
* BreatherBoss: Hooktail if you have the [[WeaksauceWeakness Attack FX R badge]] equipped. It progressively lowers Hooktail's attack power, gets rid of her defense point, and makes it possible for Hooktail to miss with her attacks. [[SelfImposedChallenge Not using the badge,]] however, turns this into [[WakeUpCallBoss something else entirely.]]
* BreatherLevel: The Excess Express in Chapter 6, for the most part. It's more puzzle-oriented than battle-oriented, but it does have a "dungeon" portion with some fairly tough enemies, including an enemy who is obscenely difficult to deal with for the games' standards.[[note]]By which we mean a ''very'' sturdy flying enemy with a spike that also happens to be immune to fire and explosions. This means no jumping without a specific badge on, hammer attacks are nigh-useless due to the enemy's ridiculous defense, and only two partners have some way to damage the enemy at all--resulting in what is essentially the game forcing you to use an alternative method to take it down.[[/note]]
* ComplacentGamingSyndrome: It seems to be the general opinion that if you even ''think'' of leveling up anything but Badge Points, then you're a complete idiot who doesn't know how to play the game properly.
* DemonicSpiders: Amazy Dayzees. Their attacks can deal ''twenty points of damage, and'' put both of your characters to sleep. Also double as a Metal Slime. Fortunately, they usually run away, and give out more star points than any other enemy in the game.
** Some of the later monsters in the [[BonusDungeon Pit of 100 Trials]] can be '''BRUTAL.''' Namely, Wizzerds of any sort, Arantulas, and even the dreaded Amazee Dayzees can show up (sometimes not alone!). Pretty much any enemy on levels 81-99 are beyond brutal and dangerous, as well as exclusive to the pit.
* EnsembleDarkhorse:
** You can find a lot of fan art of Vivian...usually with, ah, exaggerated assets.
** For a character that only plays a major role for a short time, Jolene is pretty popular with the fans.
** Rawk Hawk, to the point where he's one of only three ''Paper Mario'' characters to get a nod in ''VideoGame/PaperMarioStickerStar'', along with Parakarry and Goombella.
** [[spoiler:Doopliss]]. The Chapter 3 and 4 areas are chock full of darkhorses, it seems.
** Flavio. See UnpopularPopularCharacter below.
* EvenBetterSequel: To some people who played this game after the first.
* EvilIsSexy: To some, [[spoiler:Possessed Peach]] could qualify.
* FridgeBrilliance: Defeating [[spoiler:[[BonusBoss Bonetail]]]] nets you a grand total of... [[spoiler:one Star Point]]. Players will naturally rage at this... until realizing that [[spoiler:this is the game's way of saying "You just beat the hardest enemy in the entire game. You don't need to level up anymore!"]]
** Cortez's forms. First, a four-armed skeleton holding each of his weapons. Then, a hunched-over skeleton with some gem in the torso. And finally, his head and his weapons. Why do his forms progress like this? ''He's falling apart.''
** How come the impenetrable defenses of the Iron Cleft brothers never manage to get further than 10th place in the Glitz Pit? Because the guys directly above them are Spike Tops. Iron Cleft have unbeatable defenses, but only have an attack of 4, Spike Tops have a defense of 5.
*** However, one of the Iron Clefts explicitly states that their spikes can "penetrate any substance" (exact words), so it's FridgeLogic, really.
*** That's what he says, but if you super guard you'll take no damage so it can't be true. There are attacks that can't be super guarded too (and thus, may really pierce through anything)
*** Also, while their spikes may certainly be ''capable'' of penetrating any substance, there's no indication that the Iron Clefts have trained enough to be able to produce the force necessary to do so.
** Each time someone questions who got turned into a pig, they end up as the next victim. "''Ask not for whom the bell tolls, it tolls for thee.''"
** There are a few hints in Chapter 4 that [[spoiler:[[GrandTheftMe Mario isn't himself]] after the first Doopliss battle. These include his posture when standing and holding up the Crystal Star, his tinny voice, and the fact that the game [[InterfaceScrew doesn't declare a newly learned Special Move]] upon "chapter completion".]] Also, if you have the W Emblem badge equipped during the battle (changes Mario's color scheme to that of Wario's), [[spoiler: he will suddenly change back to his normal color scheme.]]
* FridgeHorror: At the bottom of the Pit of 100 Trials is [[spoiler:Bonetail. This means that a giant, skeletal dragon has been living underneath Rogueport all this time. [[NightmareFuel Who knows? What if it didn't start out skeletal?]]]].
** At one point you must look behind a crate. You'll see [[spoiler:a few of Mario's new friends lying on the ground, not moving. You can say they're stunned]], until you see the [[spoiler:flies]].
*** The situation is somewhat helped by the fact that [[spoiler:they react to Mario talking to them (one gasps out a warning, while the other gives a wordless response), proving that they're alive. And they both show up perfectly healthy at the end of the level]]. On the other hand, consider that [[spoiler:they aren't the first fighters that have had their energy drained. They're rescued and Prince Mush (the other known victim) is found, but what if there were others?]]
** In Rogueport, there seems to be some dried reddish-brown stuff on the ground. One could easily pass this off as dirt, until you realize that it's next to the gallows, and that it's found nowhere else in town...
*** It was found in ''one'' other place in the Japanese version. Next to a Toad-shaped ''chalk outline''.
* FridgeLogic: Glitzville is presumably in the skies of the Mushroom Kingdom, yet pretty much nobody there recognizes Mario or [[spoiler:Bowser]]!
** Rogueport and the areas connected to it seem to take place in an area separate from the mainland of the Mushroom Kingdom; not everyone recognizes Mario. Jury's still out on Bowser. At the same time, only Grubba himself was stated not to know Bowser in Glitzville, calling him a nutcase who tried to ambush Mario.
* GameBreaker: The "Danger Mario" setup. By setting his max HP at 5 thanks to Chet Rippo and equipping tons of Power Rush badges, Mario can deal obscenely huge amounts of damage. Add to that the Spike Shield, which allows you to jump on spiked enemies safely, Close Call, which sometimes causes enemies' attacks to miss when Mario is in Danger mode, Ice Power, which allows you to jump on fire enemies safely, and several Life Shrooms in case Mario dies, and you can kiss the difficulty good-bye. This is alleviated somewhat by the fact that you can only make the best use of it late in the game, as you need Bobbery to reach Chet Rippo, but it still makes the rest of the game (As well as the Pit of 100 Trials, if you haven't cleared it already) a breeze.
* HellIsThatNoise: The tune for X's emails in the Glitz Pit.
* HilariousInHindsight: Years earlier in the live-action parts of the ''Series/TheSuperMarioBrosSuperShow'', a professional wrestler took on the role of Mario. In Glitzville in this game, Mario takes on the role of a professional wrestler, the Great Gonzales.
** In the scene before you recruit him, Bobbery thinks that Mario has adventures [[VideoGame/SuperPaperMario in the afterlife...]]
** And then we have this little exchange between Peach and TEC:
-->'''Peach''': TEC! You terrible machine! So your goal is to [[TakeOverTheWorld conquer the world]], is it?\\
'''TEC''': [[MemeticMutation Of]] [[Film/StreetFighter course]]. After all, I was built for that purpose.
* ItWasHisSled: The Thousand Year Door was set up to seal the Shadow Queen. It's kept a secret at first while gradually revealing this to the player, but it quickly became very well known.
* MagnumOpus: Regarded by critics and fans alike as the best installment in the ''Paper Mario'' spin-off series, being an EvenBetterSequel than the original, and a ToughActToFollow for the two subsequent games.
* MoralEventHorizon: Sir Grodus [[spoiler:shutting TEC-XX down]]. As the player's guide says: "If you don't feel much animosity toward Sir Grodus at this point, you will by the time the event is over."
** How about [[spoiler:Grubba trapping King K and Bandy Andy under a box and leaving them to (presumably) die after draining their powers with the Crystal Star?]]
* NamesTheSame: Twilight Town shares the name and "always at dusk" property of [[VideoGame/KingdomHeartsII another Twilight Town]]. Mario's version is a bit creepier, though, and don't expect to meet Roxas.
** Also with Petalburg. Don't expect to find any [[VideoGame/PokemonRubyAndSapphire Pokémon there.]] You will, however, find Sun and Moon Stones nearby.
* {{Narm}}[=/=]NarmCharm: Depending on who you ask, the scene where [[spoiler:everyone cheers you on in the fight with the Shadow Queen]] is either groan-inducing or effective.
* NightmareFuel:
** Let's just say that there's a '''very''' good reason why the Rogueport citizens feel uneasy whenever they're near the Thousand-Year Door. It's fabled in legend as the door leading one to a grand legendary treasure. [[spoiler:It's actually the gateway to the Palace of Shadow, where the Shadow Queen has remained sealed for a thousand years.]]
** The tune that comes with X's e-mails [[spoiler:as well as Grubba's when he threatens you]] (from the ice world in ''Super Mario Bros. 3'').
** [[spoiler:The Shadow Queen is basically a nightmare incarnate. And when she actually makes an appearance in the story, the first thing that happens is the entire world is plunged into darkness. ''Instantly.'' It gets worse from there.]]
** The 'victory' music that plays at the end of a battle and your partner has been knocked out. [[http://www.youtube.com/watch?v=to-Y5i_pyts Ugh...]]
** While Mario explores the unused rooms of Glitz Pit, [[spoiler:finding the half-dead forms of two of your former opponents. It doesn't help that they were two of the nicest characters in the level.]]
** From Chapter 6, waking up the third day to find that [[spoiler:all of the passenger on board the Excess Express have been abducted by a weird tentacle monster made up of smaller creatures that are abundant enough to swarm the entire train, covering every single window.]]
** The abilities of the Chapter 4 boss, [[spoiler:Doopliss]]. The boss himself might be NightmareRetardant, but him first turning the villagers into pigs, then [[spoiler:performing identity theft in the most literal manner possible]] is definitely scary. Hits home if you try to take the pipe to Rogueport during the second bit; you can't, because [[spoiler:that pipe requires you have something with your name written on it...and ''you no longer have a name'']].
* NightmareRetardant: [[spoiler:Doopliss]] has abilities that remain terrifying throughout Chapter 4, but that doesn't change the fact that the one responsible for the town's curse is a BedsheetGhost in a party hat and bowtie who is sitting in an easy chair watching TV when you first meet him.
* PlayerPunch: [[spoiler:Sir Grodus shutting TEC-XX down, if you really felt for TEC.]]
** [[spoiler:Seeing Doopliss possess Mario's body and running around pretending to be him, while the player is unable to do anything about it just yet or even return to Rogueport, can be a little jarring.]]
* TheScrappy: Flurrie is easily the least popular partner, which can mostly be attributed to her design and attacks.
* SidetrackedByTheGoldSaucer: Lampshaded by Peeka; any time you hang out in the Pianta Parlor, she points out that [[ContinueYourMissionDammit rescuing the Princess is important]], but also encourages you to have fun.
* SpoiledByTheFormat: Did you really think [[spoiler:Chapter 4]] would be finished in about 15–20 minutes?
* ThatOneAttack: X-Yux's primary attack can immobilize you, and it can only be neutralized with a well-timed Superguard. If that doesn't kill you, then its attack when it has four mini X-Yux shielding it definitely will.
* ThatOneBoss: [[spoiler:The Shadow Queen is quite hard, even by FinalBoss standards, although Bonetail himself is harder. Despite having only 1 Defense and her Attack being outmatched by a boss from 10 minutes ago, she gets multiple attacks per round, as well as being ''very'' difficult to time for dodges, so the damage starts racking up very quickly. She also has an attack that will drain your HP, and at one point, eats the audience's SOULS to restore her health. [[ArsonMurderAndJaywalking Oh, and there's a pair of very long unskippable cutscenes before the real fight starts.]] [[SarcasmMode Have fun.]]]]
** [[spoiler:Magnus 2.0]]. He's got ThatOneAttack where he sucks up the audience in a hose and rapid-fires them at you, dealing completely massive damage unless you can block correctly. Hope you still have Star Power left for Sweet Feast and/or Power Lift!
** There's also [[spoiler:Bowser's appearance out of nowhere in the Palace of Shadow]], primarily because, [[spoiler:Mario is probably on low health from the preceding battle with Grodus, and Bowser and Kammy have quite a bit of health for this battle.]] Thankfully, [[OneHitKill Showstopper]] works here.
** Hooktail if you don't have (and/or equip) the Attack FX R badge, since Hooktail has an attack power of 5 and 20 HP, then when she's defeated, she replenishes half her HP. Oh, and she has a defense of 1, which is a lot for that early in the game.
* ThatOneLevel: Chapter 4 is infamous for the amount of backtracking.
** Pirate's Grotto from the fifth chapter, particularly with the part where Boat Mario has to get past some rolling waves.
* TheyWastedAPerfectlyGoodPlot: [[spoiler:Jolene's brother and the Glitz Pit's first champion, Prince Mush. After you beat Grubba and the Crystal Star releases him, he could have been a good BonusBoss along with Bonetail and the Atomic Boo. He ''[[DummiedOut was]]'' at one point intended to be a bonus boss... but instead, after the end of Chapter 3, you never see him again.]]
* UnpopularPopularCharacter: Despite being universally hated in-game, Flavio has a surprising fanbase.
* WakeUpCallBoss: Despite being something of an AnticlimaxBoss, Macho Grubba can also be this. He has a status buff that allows him two actions to your one per turn, and can buff himself up with various status effects, including bonus attack, bonus defense, and chance to dodge. Oh, and he has twice the HP of the last chapter boss, and 50% more HP than the chapter boss after him. Only two things work in your favor: first, the time he spends buffing himself means he'll be attacking you less; second, [[spoiler:[[PuzzleBoss he's more vulnerable to negative status effects than any other chapter boss in the game--including Immobilize]]]].
** There's one even earlier in the game: taking on Hooktail in a straight-up battle without the Attack FX R badge. An attack stat of '''5''' is extremely dangerous for the Chapter 1 boss, [[GlassCannon despite only having 20 HP]]...[[SubvertedTrope with a Defense of 1, plus her recovery of 10 HP after you drain her health bar the first time]].
* TheWoobie: Vivian would be very difficult not to feel sorry for.
** Hell, Bobbery qualifies, too.
** [[spoiler:Jolene and Prince Mush certainly qualify too. Their family was poor, Mush disappeared as a result of Grubba's machine resulting in Jolene having to work for Grubba to find her brother and Jolene seems to be putting on a brave face the whole time. It helps that Jolene is popular with the fans.]]
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