Characters / Paper Mario: The Thousand-Year Door

Super Mario Bros. Main Character Index
Main characters: The Mario Brothers | Allies (The Princesses) | The Koopa Kingdom (Bowser — Bowser Jr. — The Koopalings — Other High-Ranking Subordinates — Bosses) | Assorted Nasties
RPG characters: Super Mario RPG | Paper Mario (64 — The Thousand-Year Door — Super — Sticker Star — Color Splash — The Origami King) | Mario & Luigi (Minion Quest: The Search for Bowser)
Spinoff series: Yoshi's Island | Luigi's Mansion | Mario Golf | Mario Tennis | Super Mario Maker | Donkey Kong series (Kongs) | Wario series (Wario and Waluigi)
Crossovers: Punch-Out!! | Super Smash Bros. | Mario and Sonic at the Olympic Games | Skylanders | Mario + Rabbids Kingdom Battle | Mario + Rabbids Sparks of Hope
Other media: The Great Mission to Save Princess Peach! | Super Mario Bros. (DiC) | Super Mario Bros. (1993) | The Super Mario Bros. Movie

Characters from Paper Mario: The Thousand-Year Door.

Click here to go back to the Paper Mario series character page index, and here for the Super Mario Bros. characters page.

All spoilers are unmarked. You Have Been Warned.

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Mario's Partners

General

• Action Girl: The four females in the party — Goombella, Vivian, Ms. Mowz, and Flurrie — are all equally as competent in battle as the males are, and every bit as eager to join the adventure and rescue the princess.
• Badass Crew: All of Mario's partners are capable of beating the snot out of the foes they face throughout the game.
• Character Development: All of them receive mild to moderate development as the game progresses, like Admiral Bobbery regaining his love of sailing as one example.
• Deadpan Snarkers: All of them have their moments, but Goombella takes the cake in snarkiness.
• Elite Mook: Stat-wise, Goombella, Koops, and Admiral Bobbery surpass any of the regular Goombas, Koopas, and Bob-ombs you encounter as enemies, especially if you use Shine Sprites with Merlon and equip Partner-centric badges to enhance their stats and movesets, pushing them into playable Boss in Mook Clothing territory. Even by default, they each have more health than any of the enemy variants.
• Fighting Your Friend: Goombella, Koops, Flurrie and Yoshi all end up fighting you alongside a disguised Doopliss at the end of Chapter 4, and they each carry whatever stat buffs they had before the fight begins. You can defeat them in battle, but the only one you need to knock out is Doopliss himself.
• Gender-Equal Ensemble: Mario's team has 8 members. In the girl side, we have Goombella, Madam Flurrie, Vivian, and Ms Mowz. On the boy side, we have Mario himself, Koops, a baby Yoshi, and Admiral Bobbery.
• Girly Bruiser: Downplayed but it's no coincidence that every single female party member has at least one move based around kissing.
• Monster Allies: While not as prominent as in the first game, four of the seven party members (Goombella, Koops, Admiral Bobbery, and Ms.Mowz) belong to species normally treated as enemies in other games with Goombas, Koopas, and Bob-ombs being enemy types in the game itself. As with the first game, this is downplayed as there are also multiple friendly Goombas, Koopas, and Bob-ombs while other Little Mousers or "Squeeks" only appear as harmless NPC's. Flurrie might count too if you consider her a form of Ruff Puff. As for Vivian, she starts off as an antagonist and seems to be the same unnamed shadowy species as the other Shadow Sirens and the their Shadow Queen.
• Multinational Team: All of them represent a particular region within the Mushroom Kingdom, with them being all different species to boot.
• Ragtag Bunch of Misfits: The party consists of: a Goomba Archaeology Student; a Diffident Breakdancing Koopa; a Wind Spirit Actress; a Newborn Yoshi; a Living Shadow Girl; a Salty Bob-Omb Sailor; and maybe a Classy Little Mouser Thief.
• Recurring Elements: All of them bear similarities to the first game's partners, either by being the same species, having similar abilities, or both.
• True Companions: Despite some rough misgivings at first (The first four party members' misgivings on Vivian, Goombella and Flurrie's slight disdain on Ms. Mowz in her introduction, etc), all of them keep in touch with each other, even after the epilogue. Just the sight of seeing each other again brings back fond memories of their journey with Mario, to the point where Admiral Bobbery nearly "exploded" with happiness upon seeing Goombella for the first time since the adventure.
• Unwanted Harem: All of the female party members, which make up over half of the party, are shown to have a crush on Mario, and they've each kissed him at least once. Mario, on the other hand, isn't shown to be reciprocative of their feelings, with him outright denying Flurrie's advances on him.

Goombella

"Never, ever give up! That's the most important thing I've learned from you, Mario."

Like in the first game, Mario's first partner is an intellectual Goomba who provides information about the world (and enemies). This time around, it's a college-aged gal named Goombella. Although she sounds like a bit of a Valley Girl, she's sharp as a tack.

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• Aborted Declaration of Love: She seems ready to do this in the closing words of her mail to Mario in the epilogue, but chooses to keep it to herself.
• Adventurer Archaeologist: Student at least. Even without Mario's help, she's always up for adventure!
• Ambiguously Bi: She's implied to have a crush on Mario, but she also loses her train of thought when talking about Vivian's cute looks during her Tattle description.
• Badass Bookworm: Like Goombario before her, she's incredibly smart and is more than capable of holding her own.
• Breaking the Fourth Wall: She does this for some character descriptions, sometimes apologizing for doing so.
• The Cameo: In Paper Mario: Sticker Star, a memo from Goombella can be found within World 5-1's junkyard.
• Clingy Jealous Girl: Somewhat. She really doesn't like Ms. Mowz's constant flirting with Mario. She also demands to know what Mario's relationship with Lady Bow is, but immediately claims she was just kidding and that she always wanted to say that. She seems to get on fine with Flurrie and Vivian, though.
• Curse of The Ancients: Goombella can't so much as think of Ms. Mowz without throwing "floozy" in for good measure — "floozy" is an antiquated word for tramp or slut.
• Cute Little Fangs: All Goombas have fangs (except for the ones living in the Mushroom Kingdom's Goomba Village), but unlike others of her species, she only has one, and it's smaller than usual. Thus, cute and little.
• Deadpan Snarker: To set herself apart from Goombario. Most of her dialogue is chock-full of sass.
• Diminishing Returns for Balance: Multibonk again.
• Distaff Counterpart: Ability-wise, she's a female version of Goombario.
• Enemy Scan: Her Tattle ability, like Goombario. All scans are recorded in her Tattle Log.
• Epilogue Letter: Writes an email to Mario about what everyone's up to.
• Extra Turn: One of her moves gives Mario an extra turn at the cost of 4 FP.
• Great Big Book of Everything: She has a book called the Tattle Log that has information on everything you can possibly encounter... except one. She finds an entry with a picture that matches, but it's a little short on info...
• Hair of Gold, Heart of Gold: Has gold hair and is very friendly, sass and Deadpan Snarker tendencies aside.
• Head-Turning Beauty: For goombas at least. The first goombas you fight in the game express a great deal of interest in her and attack when she tells them where to stick their remarks. Later, one of the troubles has you trying to find a girl for a goomba stuck on Keelhaul Key, and Goombella is the one who he specifically feels drawn to.
• Ladyella: Goombella's name is a portmanteau of Goomba and -ella.
• Motivational Kiss: Her "Rally Wink" ability is called "Cheer-Up Kiss" in the original Japanese and Spanish versions, and gives Mario an extra turn.
• Moveset Clone: She has three of the same moves as her predecessor, Goombario. Both can headbonk, multibonk, and Tattle. The only difference is that Goombario has the Charge ability innately, while Goombella has a move that grants Mario an Extra Turn instead.
• Nice Girl: Is bit snarky, but nonetheless very friendly gal.
• Older Than They Look: She's no bigger than the child-aged Goombario, but she's a college student (explicitly stated to be a junior in the remake, which would peg her at 20 at the minimum, unless she's some Child Prodigy).
• The Smart Girl: Extremely knowledgeable about the world and solutions to puzzles, as indicated by her Tattle ability.
• Tomboyish Ponytail: To show her active and adventurous nature.
• Use Your Head: She actually has a helmet, unlike Goombario.
• Valley Girl: Subverted. She is like this in speech patterns, but not in mentality.

Koops

"Listen Mario! Traveling with you has taught me bravery... I will fight to the end!"

Mario's second partner is a Koopa once again, this time wearing a hoodie. Koops, however, is a diffident and awkward fellow who's unsure on his feet. He joins Mario in order to help save his father, but stays around so that he can become stronger for his girlfriend, Koopie Koo.

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• Armor-Piercing Attack: His Shell Slam attack completely nullifies enemy defenses.
• Armored But Frail: Unlike the other party members, he has one extra defense point by default but has the lowest HP out of them.
• Barrier Warrior: His Shell Shield ability is an odd example of this, due to the shield itself being a completely visible Koopa shell. Despite this, however, in terms of offensive capabilities, he's still on par with the other party members.
• Charged Attack: It does no extra damage, it just helps in puzzles.
• Contrasting Sequel Main Character: Unlike his predecessor, Kooper, Koops is incredibly shy, insecure, and cowardly compared to Kooper's outgoing and adventurous nature.
• Conveniently an Orphan: Goes in hand with his Parental Abandonment. He's not an orphan anymore, once his dad escapes from Hooktail's gut; thus making this an unintentional case of Orphan's Ordeal.
• Cowardly Lion: He starts out meek and unconfident, but will gladly take on a multitude of enemies and everything else to come.
• Cowardly Sidekick: To Mario.
• Crippling Overspecialization: He has great single-hit damage, but is almost useless against flying enemies, since all of his attacks are ground-based.
• Dance Battler: Not exactly fighting, but his hidden stylish moves consist of breakdance spins and handstands.
• The '50s: Speech patterns including Gee Whiz and Golly? Check. The only thing he's missing is the mentality of a fifties kid/teen.
• Glacier Waif: He's noticeably smaller than other Koopas, including his own girlfriend Koopie Koo but at Ultra Rank, he's got higher stats than any enemy Koopa variant aside from Dark Koopatrols who he matches in all stats except Defense (unless you equip a "Defend Plus P" badge which boost all partners' Defense).
• Grew a Spine: Throughout the game, he tries to be more self-assertive.
• In the Hood: One should wonder how he's even able to put it on in the first place.
• Missing Mom: His mother is nowhere to be found nor there's ever a single mention of her.
• Nice Guy: A bit awkward and spineless, but he’s kind all the way through and becomes braver as the story goes on.
• Official Couple: With Koopie Koo.
• Only Sane Man: Before Chapter 7, when Professor Frankly informs Mario and party that they must reach the moon by launching themselves from a giant cannon, Koops is the only partner with dialogue actually questioning the safety of such a move.
• Parental Abandonment: His mom and dad are both missing, and he lives alone in Petalburg. Thankfully, the Disappeared Dad portion of this trope becomes averted when Hooktail vomits up his (still alive) father after her defeat. However, his mom is never mentioned in-game and remains missing throughout.
• Pointless Band-Aid: There's no explanation as to why he has it. It's only there to emphasize his design and personality a bit more.
• Recurring Element: He's similar to Kooper, sharing the same two initial attacks in battle and having almost the exact same field move, but Koops has a vastly different personality.
• Shell Backpack: His hoodie somehow covers only the front of his shell. It even disappears entirely when he retreats into his shell to use a Shell Toss attack.
• Shrinking Violet: He's first introduced as this, but eventually becomes a Socially Awkward Hero and Determinator.
• Shy Shelled Animal: He's a timid and awkward Koopa who is unable to get his words out during his first attempt to talk to Mario. Despite this, he soon proves himself to be braver than he appears by accompanying Mario to fight Hooktail.
• Speech Impediment: Has a mild stutter at first, but gradually fades as the game progresses. He still frequently uses "um" when speaking however.
• Stupid Sexy Flanders: If you try to introduce him to Goom Goom in the "I need a girlfriend!" Trouble, Goom Goom starts out by lovingly admiring Koops' shell before realizing that Koops is neither a Goomba nor a girl.
• Weaksauce Weakness: Stomp and earthquake attacks knock him on his back like any other Koopa, eliminating his defense and rendering him unable to battle for a while. Amusingly, you can use this to your advantage when facing the Shadow Sirens in the Palace of Shadow, where Doopliss can copy him AND inherit the weakness as well.
• When All You Have Is a Hammer…: All of his abilities involve his shell in some form, and all but one involves plowing it into enemies.
• You Killed My Father: He initially joins Mario in infiltrating Hooktail’s castle because she ate his father. Subverted as his father managed to survive the ordeal.

Madame Flurrie

"Here we go, darling! Time to shine!"

Mario's third partner, referred to as a wind spirit and implied to be a type of Ruff Puff. She's a former theater star who decided to quit early for the sake of her health. She lives peacefully in the Boggly Woods until joining Mario to help the Punies. She can blow things away with her powerful wind-breath.

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• Abhorrent Admirer: She comes onto Mario just a touch stronger than Goombella and Vivian do, although she softens in her advances after joining the party.
• Armor-Piercing Attack: Her Lip Lock ability pierces through enemy defense.
• Belly Flop Crushing: Her standard attack, Body Slam, has her soar upward and slam down on enemies from above.
• Big Beautiful Woman: The game writes off her curviness by saying she's a cloud spirit to avoid any censorship issues. Her bustiness is even acknowledged in the description for her Body Slam ability, which specifically avoids referencing any actual anatomy.
  Primer: Flurrie can also do a Body Slam in battle, squashing enemies with her... stage presence.
• Blow You Away: In the field, her Gale Force ability dazes enemies, blows away large crowds and hordes, expose enemies who try to hide by making copies of themselves and can clear obstacles and expose hidden secrets. In battle, it has a chance of blowing enemies off the stage, removing them from battle while also giving you Star Points, and will even dispel the fog that causes attacks to randomly miss.
• Cumulonemesis: An inversion. Madame Flurrie, implied to be a female Ruff Puff, is a wind spirit whose body seems to be made of clouds. She is one of Mario's partners in his fight against the X-Nauts.
• Cuteness Proximity: Has a tendency to gush over anything remotely small and endearing, ranging from the Punies to Jabble to the unhatched Yoshi's egg.
• Diamonds in the Buff: Her scant sense of dress is given a nod when Mario is asked to find her necklace, particularly with her remark that she'd be "scandalized" if anyone were to see her without it on.
• Drama Queen: Although she's happily retired when she first appears, the slightest mention of potential drama is enough to make her instantly crave a return to the spotlight. This is partially why she agrees to accompany Mario in his quest.
• Everyone Has Standards: For as much of a flirt as she is, even she can't stand Ms. Mowz.
• Forceful Kiss: She gives one to Mario as thanks for finding her necklace, knocking his partner and Punio out of the way in order to get to him. Her Lip Lock ability has her force a kiss on an enemy in order to steal its HP, adding it to her own in the process.
• Gag Lips: No doubt accentuated by the makeup she wears.
• Healthy Country Air: One of the reasons she moved to Boggly Woods is that she was repulsed by the filthy city air in Rogueport. With her being a wind spirit, this makes a certain lick of sense.
• Life Drain: Her Lip Lock ability.
• No Sense of Personal Space: In addition to her indulgence in giving unwanted smooches and attacking enemies by lunging at them, using her field ability has Mario grab at her underside and squeeze to blow gusts of wind.
• Not Using the "Z" Word: Punio initially calls her a wind spirit, and her description on the pause screen labels her a cloud spirit. Her appearance and moveset hint that she's a slightly anthropomorphic Ruff Puff, but it's never said for sure.
• Proper Lady: She's noted to be a "refined and dignified lady", and even in her most aggressive moments, she remains extremely proper.
• Proud Beauty: Takes immense pride in her beauty, to the point that she refuses to leave her room without her necklace, as she believes her beauty is incomplete without it. When she exits her room for the first time, her appearance is even presented as a sort of fashion show.
• Recurring Element: She has two moves similar to Lakilester's from the first game, with her Gale Force blowing away enemies from the battle like Lakilester's Hurricane, and her Dodgy Fog increasing Mario's evasion much like Lakilester's Cloud Nine.
• Remember the New Guy?: She's introduced as a friend to the Punies and even mentions that she knows Punio specifically, but she's only brought up after Mario has been enlisted to drive out the X-Nauts already. It isn't mentioned why Punio didn't go to her first.
• Shared Unusual Trait: With Huff N. Puff from the first game. Both are eloquent and self-indulgent cloud spirits with similar attacks and a fondness for unusual weather patterns: the clouded skies of Flower Fields in Huff N. Puff's case and the unique biome of Boggly Woods in Flurrie's. Overlaps with Good Counterpart since Flurrie is kindhearted, adores the local punies of Boggly Woods, and is enamored by Mario's kindness. Meanwhile Huff N. Puff is a cruel selfish sort whose actions threaten to kill the denizens of Flower Field and is a loyal minion to Bowser.
• Skewed Priorities: She's so fraught with horror at the thought of being seen without her favorite necklace on, she can't commit to helping Mario and Punio until they find it for her. Luckily for her, they don't seem to mind.
• Status Buff: Dodgy Fog, which will cause enemy attacks to miss every so often.
• Useless Useful Spell: Subverted with Gale Force, a move that blows enemies out of battle, similar to Air Lift, Spook, and Hurricane from Paper Mario 64. Despite what some players say, it actually does earn Star Points, in contrast to those moves. The only problem is it's rather hit-or-miss (or RNG), and it can fail to achieve anything even if you push the bar to full — or, as it were, make a non-issue of a powerful encounter. Try your luck. That being said, it has immense usage against bosses that spawn minions or external parts (such as Magnus von Grapple's arms, Cortez's weapons, and Grodus's Grodus X). Such enemies do not grant Star Points anyway, and Gale Force practically always works on them if the bar is filled past halfway.
• White-Dwarf Starlet: Subverted. She was fairly popular as an actress but entered an early retirement for the sake of her health, much to the dismay of her fans. When she does return in the end, she seems to have no trouble regaining her audience.

Mini-Yoshi

"Lemme at 'em! Yeah! Bring it! You ready for a beating?"

Mario first meets this baby Yoshi in the Glitz Pit, where he hatches from a strange egg. "Yoshi" isn't his real name, though — his name is whatever the player decides to name him. He can carry Mario across gaps, functionally equivalent to Parakarry's ability, and Mario moves much more quickly while riding him, similar to Lakilester.

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• Accessory-Wearing Cartoon Animal: He wears an orange diaper and Yoshi's trademark shoes.
• Badass Adorable: For someone fresh out of the egg, he can hold his own in a fight.
• Blood Knight: A PG version since he's a kid in a Mario game, but he's quite scrappy and is often the party member most spoiling for a fight, especially in the pre-fight quotes in the Glitz Pit where he outright says Let Me at Him!.
• Boisterous Bruiser: For someone who is just born, he's strong in a fight.
• Conveniently an Orphan: He was basically taken from his parents, just to be used as a hot dog condiment.
• Cute Bruiser: Friggin' adorable even by Yoshi standards, but being hatched in the Glitz Pit seems to have rubbed off on him. He even becomes a solo fighter after the events of the game.
• The Cutie: He's a baby Yoshi. He even wears a polka-dotted diaper.
• Cutting Off the Branches: Official art only showing the green color is one thing, but his shared cameo with the rest of the partners in the opening of Super Paper Mario also shows him as green, making it his canon coloration.
• Death of a Thousand Cuts: His attacks do 1 point of damage several times over. Except for his Gulp attack, which does the opposite by ignoring armor. It only works on Grubba, Crump, and Grodus boss-wise though. Yoshi's attacks can be completely useless against armored enemies, but they also scale very well if you boost his attack power with badges, Power Lift, or Charge.
• Easter Egg: The official art always shows a green Yoshi baby, but he comes in seven different colors◊ in-game! However, getting a specific color requires getting from the point where you save him from the hotdog vendor to when you run away from the Iron Clefts in a certain amount of time (or waiting a long time for the timer to reset).
• Egg McGuffin: How Mario first meets him, as you can't progress until he's hatched.
• Hello, [Insert Name Here]: Yoshi is the only character in the Paper Mario series that can be named by the player. Justified in that he had no name prior to meeting Mario. His canonical name seems to be Mini-Yoshi, according to his trophy in Super Smash Bros. for Wii U (although it doesn't fit on the naming screen).
• Huge Rider, Tiny Mount: He's barely half the size of Mario, but he lets the guy ride him anyway... and then there's when Flavio follows you and you both jump on Yoshi.
• Keet: Very cute and very hyperactive!
• Non-Mammalian Hair: Unlike other Yoshis in the series, he has a comb of hair on his head. Although if you're a dinosaur expert, you might assume they're feathers.
• Only I Can Kill Him: His Gulp ability is the only attack that can pierce the defense of the Iron Clefts; hence, you need to rescue him from Hoggle in order to advance into the major leagues.
• Only Known by Their Nickname: An odd twist of the trope. Being born in the Glitz Pit and in the middle of Mario's stint as The Great Gonzales, he exclusively refers to him as "Gonzales". Until the end of the game. When the group is saying good-bye, he refers to him as "Mario" for the first time.
• Passing the Torch: After calling Mario "Gonzales" for most of the game, in the epilogue, he calls himself "The Great Gonzales Jr." as his ring name, in honour of Mario.
• Pint-Sized Powerhouse: Small for a Yoshi, but surprisingly powerful.
• Power-Up Mount: Mario can ride him in the overworld for a speed boost and longer jump.
• Real Men Wear Pink: One possible, and common color for him.
• Recurring Element: Shares a few traits with a few of Mario's partners from the first game.
  • In terms of field abilities, he can carry Mario across gaps like Parakarry, and can make Mario move faster while riding him like Lakilester.
  • In battle, his Ground Pound and Stampede attacks deal low damage many times in a row, much like Lady Bow's attacks.
  • He is the youngest of Mario's partners, having literally just been born when he joins you, just like how Watt appears to be either a baby or also pretty young based on her pacifier.
• Shrink Ray: While he actually throws eggs rather than rays, he can shrink enemies with them, reducing their attack.
• Summon Magic: A stampeding herd of adult Yoshis.
• Wise Beyond Their Years: For a Yoshi that just hatched, he knows a bit too much of modern society, moreso than the Yoshi kids in the first game.
• Zerg Rush: His Stampede attack, which summons a multitude of Yoshi to trample upon all ground-based foes.

Vivian

"Mario! I'm fighting by your side from now on! I've made my choice... and I'm not turning back!"

This shadowy "witch" first shows up as a mini-boss in the "care" of her older sisters. However, she eventually decides that she's had enough of it and becomes Mario's ally because he showed her kindness. She can pull him into the shadows to hide, and attack with fire.

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• Aborted Declaration of Love: Appears to be ready to make a love confession to Mario in the ending, but stops herself.
• Adaptational Gender Identity: In the Japanese, French, Spanish, and Italian versions of the game, Vivian is a trans woman, which results in Beldam constantly levying transphobic insults against her. The Italian version even explicitly states that Vivian "used to be a man, but now she's a woman and proud of it," a sentiment she echoes when quarreling with Beldam. The English and German versions omit references to her being trans, implicitly depicting her as a cis woman as a result; Beldam's insults instead center around calling Vivian ugly.^note The joke being that Beldam is an absolute hag but believes herself to be drop-dead gorgeous, and insults Cute Witch Vivian accordingly.
• Aerith and Bob: She has the most normal name out of all of Mario's partners.
• Armor-Piercing Attack: Her Super Rank move, Fiery Jinx. It costs six Flower Points, but it does deal damage to all enemies ignoring defense and igniting them... unless the enemies are immune to fire or are made out of fire themselves (in which case they will actually be healed by the attack).
• Beauty Equals Goodness: She's cute, much cuter than her two sisters, and pulls a Heel–Face Turn.
• Because You Were Nice to Me: The reason why she joins Mario is because he was nice to her when no one else was, including her sisters.
• Big Little Sister: Like Marilyn, Vivian is taller than her eldest sister Beldam.
• Blush Sticker: She sports a small pink oval on each cheek.
• Butt-Monkey: Deconstructed. Her sisters' constant verbal bullying and abuse lead to her pulling a Heel–Face Turn by siding with Mario, the only person not to treat her like dirt.
• Color-Coded Elements: She wears a hot pink-striped hat and uses fire attacks.
• Conditioned to Be Weak: Heavily implied as, even though she is the weakest of the Shadow Sirens when first faced in game, she can be as strong as Beldam if she's fully upgraded, hinting that Beldam's treatment of her was an attempt at keeping her weak and complacent.
• Cute Witch: Definitely off the impression with her wide-brimmed pointy hat, cute looks, and magical prowess.
• Dark Action Girl: Subverted. She ends up joining Mario's team, and isn't cut out to being evil — plus, she can't stand being picked on by Beldam.
• Dark Is Not Evil: She's a shadow siren and one of Beldam's sisters, but is only "evil" because she follows her orders. Once she has enough of Beldam's bullying, she leaves her and becomes a loyal ally to Mario.
• The Dog Bites Back: If the player has her as Mario's partner when facing the Shadow Sirens again, she defiantly states that this time, it's her turn to push her sisters around.
  Vivian: I'm with Mario all the way! Today, sis, I am going to punish YOU, do you hear me?
• Even the Girls Want Her: She can successfully use Infatuate on any vulnerable enemy, including ones that are ostensibly female. Also, when scanning her in the first fight, Goombella will remark upon finding nothing noteworthy about her, but that she's at least really cute, possibly cuter than Goombella herself — which she is embarrassed at herself for admitting.
• Foil: To Lady Bow from the first game. Both are cute ghost girls whose field abilities let them hide Mario to protect him from enemies and hazards, both are the fifth partner to join Mario in their respective games, and both are recruited in horror-themed chapters with bosses that are practically invincible save for one super-secret weakness. However, Bow is an unapologetically mischievous Jerk with a Heart of Gold who is beloved by her people and initially forces Mario to help her out, while Vivian is a sweet and caring Nice Girl who is shunned by her own sisters and willingly joins Mario in order to repay his kindness.
• Good Old Fisticuffs: Compared to her sisters who seem to clap their enemies heads for close range attacks, Vivian will simply throw out punches. As an ally, her "Shade Fist" can ignite enemies if you perform the Action Command correctly. Interesting to note is that this attack isn't inherently fire-based so it won't immediately blow up Bob-Omb type enemies like a Fire Flower would even if you ignite one using it. They will however detonate after taking damage from said status effect.
• The Hecate Sisters: She's the young, innocent Maiden among the Shadow Sirens.
• Heel–Face Turn: You face her along with her sisters early in Chapter 2, but even there, she's not really a bad person. She joins Mario because he's nicer to her than her older sister Beldam ever was.
• He's a Friend: Mario has to explain this to the party even after they realize that Doopliss has tricked them. Her being with Mario is seen as evidence against him being the real one.
• The Hyena: Downplayed. She giggles every now and then and her animation after successfully using Shade Fist, suggests she giggles every time she punches an enemy.
• I Want My Beloved to Be Happy: Although she's obviously sweet on Mario, in the end she chooses not to admit her feelings and shows support for his relationship with Peach.
• Living Shadow: Like the other two Shadow Sirens, she resembles an animated mass of shadowy matter. As a party member, she can exploit this to grab Mario and hide the both of them in her shadow to render them invisible and intangible. In battle this takes the form of "Veil" which will render them completely invincible at the cost of sacrificing the next turn of herself and Mario.
• Locked Out of the Loop: Despite being Beldam's sister, she seems to have had no idea about any of her plans at all (beyond eliminating Mario), since Vivian reacts with the same amount of shock and surprise as any other party member whenever further revelations about the X-Nauts and Crystal Stars are made. Even at the Palace of Shadow, the most she can say about the place is that it feels "familiar", implying she may have been too young to remember when the Door was first sealed and Beldam kept her in the dark the whole time.
• Master of None: As a member of the Shadow Sirens, her combat abilities fall into this as she lacks the sheer power and durability of Marilyn while also having less magical firepower and versatility as Beldam. Even Goombella's points out that "she doesn't seem all that noteworthy". Thankfully, she becomes a considerably better fighter on Mario's team.
• Meaningful Appearance: Her bangs obscure her eyes, illustrating her shy personality and lack of assertiveness.
• Mistreatment-Induced Betrayal: The last straw is finding out that the grenade Beldam tasked her with finding is broken. Because her older sister was always mean to her and Mario was nice to her, she ultimately chooses Mario.
• Nice Girl: Even before her Heel–Face Turn, she's a lot nicer than you'd expect a seemingly villainous Living Shadow to be. She even wonders if it's a bad thing to do away with Mario and his partners in Chapter 2.
• Nice Mean And In Between: Unlike her older sisters, she's good-natured and sides with Mario when she sees how kind he is to her, despite them having been on opposite sides, which makes her Nice.
• Original Generation: If Flurrie is believed to be a variation of a Ruff Puff, then Vivian is the only party member not from a preexisting Mario species.
• Perky Goth: She's more of a Cute Witch but she does has a dark overall aesthetic and Goom Goom uses the phrase "goth shadow" to describe her. Either way she certainly has a perky demeanor despite all that, especially once she joins Mario's team.
• Playing with Fire: All of her damaging moves can ignite enemies.
• Punch-Clock Villain: She more or less only operates against Mario because of Beldam, and switches sides as soon as she recognizes how much better off she is with him.
• Really 700 Years Old: Seeing as she finds the Palace of Shadow familiar, she must be at least 1,000 years old.
• Recurring Element: Like Bow, Vivian has a shadow based evasion ability, used in both the field to avoid obstacles and enemies, and in battle to avoid attacks for a turn. However, unlike Bow's "Outta Sight", Vivian's "Veil" not only skiper her next turn, but Mario's as well, regardless of whether he acted this turn or not. Thus, its primary purpose is to avoid Charged Attacks.
• Redemption Promotion: She can end up much stronger than she was when she first fought you. In fact when she initially joins, she already has more Health and Attack than she did earlier perhaps as an aversion of Villain Forgot to Level Grind. The only element of Redemption Demotion is her not having Fiery Jinx until you upgrade her (when she relearns it, it's much stronger).
• Rose-Haired Sweetie: Pink-haired and sweet as can be.
• Shipper on Deck: She says Mario and Peach make a nice couple in the ending. Doubles as I Want My Beloved to Be Happy because Vivian has a not-so-subtle crush on Mario.
• Ship Tease: Doopliss taunts Mario, suggesting that he's having a "fight with (his) girlfriend", when she becomes hesitant to fight alongside him after learning his identity.
• Socially Awkward Hero: The self-confidence needed to stand up to Beldam doesn't really translate into standing up for herself anywhere else.
• Status Effects: Her attacks can inflict confusion and burn.
• Stepford Smiler: She was constantly belittled by her older sisters and yet she wears a smile throughout the game.
• Token Good Teammate: When she's on the side of the Shadow Sirens, she's nothing but kindhearted and sweet, and after enough mistreatment from her vile older sister Beldam, Vivian defects and joins the good guys instead.
• Trans Tribulations: The Japanese release and French, Italian, and Spanish localizations depict Vivian as a trans woman who constantly puts up with transphobic bullying from her sisters (the English and German localizations excises references to her being transgender; instead, her sisters bully her for being "ugly").
• Walk on Water: Because Vivian is a ghost, she doesn't fall into bodies of water. Instead, she floats above it much like Flurrie.

Admiral Bobbery

"I suggest you try a bit harder against the likes of us, hm?"

A Bob-omb sailor with an explosive personality and a killer mustache. He used to sail the high seas freely, until his wife died while he was away. Like Bombette, he can explode at will. However, he has some additional abilities, including defense and time-release bombs.

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• Action Bomb: He attacks by walking up to or being thrown at opponents and detonating, after which he always reforms.
• The Alcoholic: About as much as one could be in a game for children, but he’s drowning his sorrows away at a bar when you meet him.
• Character Development: Regains his love of the sea after reading his wife’s letter.
• Cool Old Guy: Despite his age, he's still quite the fighter.
• Counter-Attack: Hold Fast, which sets Bobbery to counter direct attacks.
• Dark and Troubled Past: Lost his wife to an illness while he was out at sea. Blaming himself for this, he stopped sailing and spent his days drinking away at a bar.
• Drowning My Sorrows: How he's first introduced when found in Rogueport.
• Father Neptune: Old age, sailor background and a ship's wheel for a key? Yep, he's got this trope covered.
• Happily Married: It's clear this is why his wife’s death stung so badly.
• Having a Blast: Being a literal walking bomb, quite a few of his abilities are all about explosions.
• Heartbroken Badass: Due to the death of his wife.
• I Want My Beloved to Be Happy: The purpose of his wife's letter to him. Knowing that her husband will waste away in grief after she died, she encouraged him to keep sailing, as the sea was his greatest love.
• The Lost Lenore: His wife, Scarlette, died of an illness while he was out in voyage.
• Manly Facial Hair: Has one hell of a mustache taking up most of his face and body, giving Mario's a run for his money, and he's a gruff, badass sailor who can kick ass once you help bring him back into the action.
• My Greatest Failure: His wife got ill and died during one of his voyages. Out of grief, he vowed never to sail again, his love for the sea becoming a symbol of his perceived failure. Only after he receives an encouraging letter written by his wife before her death does he learn to let go and resume sailing again.
• Retired Badass: After the loss of his wife, he spiraled into depression, at least until Mario and crew are able to help him out and he's able to take to the seas again.
• Spear Counterpart: He's basically the male equivalent of Bombette, although he joins far later than she did. Like Bombette, he'll help blow stuff up in the overworld, revealing pathways and secrets. In battle however, unlike Bombette, whose move set consists only of explosion attacks, Bobbery does have a few other moves at his disposal.
• Stock British Phrases: He uses quite a few of them, mostly "old boy".
• Throw Down the Bomblet: He does this using his Bomb Squad.

Ms. Mowz

"Who's this handsome piece of cheese?"

This thief has a tendency to keep popping up wherever Mario is. She hunts down rare badges and other treasures. But is it possible to win her over to your side...? (Yes, it is.) Her nose can literally sniff out treasure, and in battle, she can steal items, which becomes an excellent source of income.

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• Armor-Piercing Attack: Her basic (and only) attack is a slap that bypasses defense.
• Breaking the Fourth Wall: Not obvious at first, but if you choose to recruit her, she explains her own abilities during her primer, which implies that she's the one who explains the other partners' abilities during their primers.
• Classy Cat-Burglar: As a thief/treasure hunter, she's quite proactive even before joining Mario, and being able to steal items and pierce through enemy defenses with her attacks doesn't hurt either. Does her heists wearing high heels and a fancy mask. Also acts with grace and speaks with poise not unlike Flurrie. You don't get much more classy than that.
• Cute and Psycho: Gives off this vibe in her response to Goom Goom in the "Looking for a gal!" trouble, should she be the active party member and be rejected by him.
  Goom Goom: Whoa! Well, well, well... This IS a cutie, oh yes... But you're some sort of rat! Close, but no Goomba! This is all so very wrong!
  Ms. Mowz: Mmmm... I'd stay out of dark alleys for a little while if I were you...
• Intimate Healing: Her final skill is a kiss that restores HP to Mario, similar to Misstar.
• Intrepid Merchant: She dons a mask to go out and discover or steal rare badges... and then sells them at her store.
• Kiss of Distraction: Her Kiss Thief ability has her give the enemy a kiss, throwing them off balance while she steals whatever they're holding.
• Narrator All Along: As stated in Breaking the Fourth Wall. When she joins the party, her primer is explained in first-person as opposed to third-person for all other party members, implying that she's the one who talks during all the primers for party members.
• The Nose Knows: She can sniff out treasure in the overworld, which will inform you on any hidden secrets or items to find in each area.
• Oblivious to Love: Subverted in the fact that she's only oblivious to Koops' advances on her. Besides that, she's completely aware of romance, as seen with her flirtatious nature towards Mario.
• Optional Party Member: She is the only party member who is optional, and will only join after the ??? — Elusive Badge! trouble is completed, which unlocks after Chapter 4.
• Paper-Thin Disguise: Literally. The mouse running the badge shop may be lacking the most obvious parts of the costume, but her color and tail are a giveaway.
• Phantom Thief: Certainly evokes many characteristics of one, being a thief who steals rare badges (and items, directly from enemies in battle), wears a showy mask and heels, is quite teasing and witty in her dialogue, and utilizes trickery and illusions to befuddle opponents (directly demonstrated in her Tease ability).
• Recurring Element:
  • In terms of combat and field abilities, she's somewhat like a Nerfed Watt. She has attacks that are somewhat similar to Watt's from the first game: Out of battle, she reveals secrets, and in it, she can bypass defense. However, her damage is cut, making her the physically weakest party member with a maximum of 4 damage done by her base attack, and unlike Watt, she is grounded and cannot hit flying monsters.
  • She's also similar to the Star Spirit, Misstar, since both characters can use Smooch to restore Mario's HP.
• Recurring Traveler: In the first few dungeons, anyway. She stops appearing when she becomes an Optional Party Member.
• She-Fu: Incorporated in her move, Tease.
• The Tease: Her dialogue with Mario before joining his party is very teasing and flirtatious. Her Super Ability is literally named this, and causes dizziness to the enemies.
• Tertiary Sexual Characteristics: Her heels and heart-shaped tail.
• Token Evil Teammate: Downplayed. She's not evil, but as a thief she's more morally grey than Mario's other party members, who have fairly normal lives and occupations (Goombella being an archaeology student, Flurrie is a retired actress, etc).
• Video Game Stealing: She can steal items (and badges!) off enemies. She apparently does this by giving them a Kiss of Distraction while she rifles through their pockets.
• Wingding Eyes: Her teasing can cause them.

Villains

Sir Grodus

"Once you fools are gone, no one will stand in my way! Grodus will rule the world!"

Leader of the shadowy X-Naut group, Grodus already has one Crystal Star in his possession and plans to gather the rest, preferably by gaining the magical map. To this end, he employs armies of X-Nauts and the Shadow Sirens.

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• Armor-Piercing Attack: Your defense buffs are useless; all of his attacks go through them.
• Asshole Victim: While he’s still alive at the end of the game, the Shadow Queen nearly kills Grodus by striking him with lightning and destroying his body, reducing him to a head and therefore no longer a threat. Given that he's the Bad Boss who deactivated TEC and used Peach as both a hostage and a sacrifice to the Queen, nobody mourns him.
• Bad Boss: Often expresses his scorn towards many of his minions, especially Lord Crump.
• Big Bad Wannabe: Built up as the story's main villain, being the leader of the X-Nauts and desiring world conquest. However, it's ultimately revealed that while he's still the leader, he and his entire organization were simply pawns in Beldam's plan to revive the Shadow Queen. Once she's resurrected, Grodus gets the rug pulled out from under him and is seemingly killed by the Shadow Queen herself.
• Boss Remix: His leitmotif gets remixed when fighting him.
• Bullying a Dragon: To the Shadow Queen before she blasts at him.
  Grodus: Huh? What do you mean?!? I thought you were bound to obey the one who woke you! Enough of this prattle! Do as I say!!! NOW! Or I will send you back to the depths...
• Call-Back: Francis from Super Paper Mario watches a show called "The Grodus Chronicles".
• The Comically Serious: With some of his troops.
• Convenient Misfire: In battle, he attacks with his scepter... except for those times when it sputters and lets out some smoke.
• Deflector Shield: He gets one when he has four Grodus-Xes surrounding him, and it makes him immune to damage.
• Evil Is Not a Toy: Nope, the Shadow Queen is not bound to serve the one who releases her.
• Evil Laugh: GAAACK ACK ACK ACK ACK!
• Evil Sorcerer: Also probably counts as a Technopath.
• Fatal Flaw: Pride. Thanks to his massive superiority complex and belief that he's Surrounded by Idiots, he doesn't even contemplate the idea that Beldam was using him from the start, which is what does him in.
• Fire, Ice, Lightning: Grodus is capable of using all three of these elements.
• Flunky Boss: He summons advanced Mini-Yuxes called Grodus-Xes in his boss fight to buff his defense, become invincible when he has 4 of them out, and rack up extra damage (Grodus-Xes can actually attack).
• Hate Sink: Between his loathsome behavior and rampant cruelty, it's pretty evident that Grodus is meant to be despised by the player. He thankfully suffers some delicious karma for everything he pulls by the end of the game.
• High Collar of Doom: Looks to be part of his cape; he is the only person who wears one of these besides the Shadow Queen.
• I Have Your Wife: Tries to force Mario to stop attacking him by threatening Peach, but Bowser accidentally crushes him under foot.
• In Their Own Image: How he intends to remake the world.
  Grodus: And then I, Grodus, will build a new world! A perfect, ideal world... Yes. A world made by me, about me, and for me! GAAACK ACK ACK ACK ACK!
• It's All About Me: As he says, his vision of a perfect world is one that revolves around him.
• Jerkass: One of the biggest assholes in the entire game, bar none. He's nasty to his henchmen, downright cruel to his enemies, and Kicks The Dog like it's going out of style. By the time he tries to push around the very same demon he worked to unseal, you'll wonder how he didn't get his rear end beaten into next week a long time ago.
• Kick the Dog: Every other thing he does is needlessly cruel, though there are a few standout examples:
  • Seemingly permanently disabling TEC for betraying him. While understandable from a villainous perspective, it's still a horrible thing to do to a machine that was developing its own emotions.
  • Using Crump, his loyal right-hand, as a pawn in order to allow Mario to gather the final Crystal Star. The fact that Grodus, by the time you confront him, doesn't care at ALL about Crump most likely being dead, just drives it home.
  • The entire plot surrounding using Peach as a vessel for a thousand year old demon is probably the most significant example by several country miles. He even tops it off by brow-beating said demon into doing his bidding the moment she possesses Peach herself.
• King Mook: The leader of the X-Nauts, with all the power and resources to match.
• Laser-Guided Karma: Acts like a massive Jerkass from the beginning of the game to the end, and goes as far as to sacrifice Crump to open the door and get rid of him for his stupidity. Once he revives the Shadow Queen, she promptly mops the floor with him for acting like his usual dickish self towards her, treating him like just as much of a pawn as he himself treated Crump.
• Magic from Technology: He's a robot, or at the very least a cyborg, but he's one of the strongest mages in the game.
• Magic Staff: May or may not be the source of his powers; if you attack said staff in the boss fight, he'll be unable to cast when his turn comes up.
• Not Quite Dead: Is reduced to being a mere head by the Shadow Queen at the end of the game, but is revealed to somehow still be alive (though thankfully harmless) in that state.
• Oh, Crap!: When he realizes that the Shadow Queen is not bound to serve the one who revives her, he promptly reacts with exasperation and anger.
• Off with His Head!: Inverted. When the Shadow Queen attacks him, she disintegrates his whole body, leaving only his head behind, and then sends the head away.
• Pragmatic Villainy: He insists that Peach not be mistreated while in captivity. After all, he doesn't want anything to happen to the Shadow Queen's vessel.
• Sequential Boss: His fight comes right before the Dual Boss battle with Bowser and Kammy, and you get no chance to heal in between unless you level up.
• Supervillain Lair: The X-Naut Fortress on the Moon, no doubt, but special props to his office, which just screams "Bond villain" (shag carpet, room-encompassing aquarium with man-eating metal-mouthed fish...).
• Surrounded by Idiots: He clearly hates everyone under him, and can't stand their antics. This mentality ends up biting him in the end, as one of his "minions" is far more competent than he thinks.
• Take Over the World: His main goal.
• Too Dumb to Live: He's REALLY damn lucky that the Shadow Queen let him live, even after he gave her lip for not following his commands. Nevermind the fact that one of his own minions was playing him like a chump, and he didn't realize it at all.
• Unwitting Pawn: Ultimately turns out to be one for Beldam.
• Unexplained Recovery: Somehow managed to survive the Shadow Queen's attack on him, and escape from the Palace of Shadow despite being a bodiless head.
• Vile Villain, Saccharine Show: Deconstructed. Grodus fits the trope on paper; he's more competent and serious than his minions, and his Kick the Dog tendencies are far more severe than the majority of the other major villains. The problem? Grodus is a little too self-aware of this, and the resulting ego leads to the leader of the Quirky Miniboss Squad playing him like a fiddle to revive the Sealed Evil in a Can, who plays the trope perfectly straight.
• Xanatos Gambit: Once Grodus realizes Mario has most of the Crystal Stars, he entrusts Lord Crump to guard the only Crystal Star that the X-Nauts possess. No matter the outcome, this ensures that Grodus stays one step ahead. If Lord Crump inevitably loses, then Mario gets all the Crystal Stars and opens the Thousand Year Door for them, and if Lord Crump somehow wins, then he takes all of Mario's Crystal Stars and the plan still proceeds.
• You Can't Thwart Stage One: Around Chapter 6, Grodus gets the hint that brute force against Mario is useless, and that he'll find all of the Crystal Stars regardless, so he may as well let Mario open the door and confront him in the palace.

Lord Crump

"I've got some ammo to spare! How's THAT for boom-bassa-boom?!?"

A high-ranking agent of the X-Nauts, Lord Crump is a rather weird fellow who is your first fight in the game. He eventually develops a grudge against Mario for his repeated defeats.

He's the boss of the Prologue as well as Chapters 2 and 7, while also being the "post-boss" of Chapter 5.

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• Character Catchphrase: "And with that... pow! I'm gone!"
• Cloudcuckoolander: Most of the X-Nauts are pretty weird, but Crump takes the cake.
• The Dragon: Sir Grodus's righthand man, to his chagrin.
• Evil Laugh: Buh! Buh! Buh! Buh! Buh huh huh huh!
• Fat Comic Relief: He's definitely more rotund than his flunkies and his boss, and he's mostly played up as a comedic villain.
• Flunky Boss: At the end of Chapter 5, where he summons squads of X-Naut troops to assist him.
• Fourth-Wall Observer: When poorly disguised as the sailor Four-Eyes, he threatens the player to warn them not to expose him ("Hey you! In front of the TV! It may be pretty obvious to you who I really am, but no telling Mario! Or else!").
• Genius Ditz: While he's far from being the brightest X-Naut, he still knows how to synchronize his troops for melee attacks and his robots are legitimately dangerous weapons.
• Goldfish Poop Gang: He's definitely one of the goofier major villains of the game, and despite his persistence and access to Humongous Mechas, he always finds himself outmatched. Grodus cops on to this and actually takes advantage of it, leaving Crump behind as the token resistance at the X-Naut base while he lays further plans.
• Grievous Harm with a Body: Magnus 2.0's Desperation Attack vacuums audience members into a weapon that is best described as an audience machine gun!
• Humongous Mecha: While the "humongous" part can be downplayed, his Magnus von Grapple robots are still big enough to need a cockpit and they hide diverse weapons.
• Just Between You and Me: Defied. When asked where Peach is, he states, "Buh! Like I'd tell you that! 'Cause that's novice-villain style!"
• Mook Lieutenant: He looks even more like his troops than Grodus, but is still bulkier so you understand he is the second-in-command.
• Number Two for Brains: Grodus looks down upon him and highly questions his abilities, to the point that he even calls him his least competent underling.
• Oh, Crap!: Lets out a meek "Oh, crud..." after Bowser ignites the Superbombomb.
• Paper-Thin Disguise: In the 5th chapter, on the island, his disguise as an ordinary sailor is... not great. He even addresses the audience directly and tells them that, sure, they know who he is, but they can't tell Mario about it.
• Recurring Boss: Twice on foot (Prologue and Chapter 5), and twice in Magnus Von Grapple (Chapters 2 and 7).
• Rocket Punch: Both Magnus von Grapple robots have this function.
• Sequential Boss: The third fight with him has two phases, each with 30 Hit Points.
• Spikes of Villainy: He wears a spiked collar and cape and has two horns.
• Starter Villain Stays: Crump is the first opponent Mario encounters after arriving in Rogueport. After that, he constantly appears as a Recurring Boss, two times in which he fights while operating a Mini-Mecha.
• This Is a Drill: Magnus 2.0's primary attack.
• Unexplained Recovery: He gets blasted into space after the final battle with him, yet he shows up in the epilogue, alive and well.
• Uriah Gambit: Grodus leaves him on the Moon to protect the last Crystal Star on purpose, knowing he'd probably get stomped — even if by some miracle Crump came out on top, the Crystal Stars are gathered either way.
• The Von Trope Family: Magnus von Grapple and its stronger successor.
• Warm-Up Boss: His first battle is essentially an introduction to the battle system, for which you do not even need to understand Action Commands.

Beldam

"We would've won if you two lumps had pulled your weight! Both of you, prepare for a world-class punishment session when we get home!"

The bossy eldest sister of the Shadow Sirens. She has a tendency to make errors and blame her sisters — generally Vivian — for them. She seems to be in Grodus's employ.

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• Adaptational Jerkass:
  • A downplayed example. She's already a Jerkass in English and German, but other translations take it a step up by changing the insults of her calling Vivian ugly into full-on transphobic insults instead due to Vivian being a trans female in most translations.
  • The Switch remake outright has her referring to her group as the "Three Shadows" while emphasizing "RELATION WITHHELD", essentially stating that she outright disowns Vivian.
• Big Sister Bully: She constantly verbally abuses Vivian and punishes her for things that weren't her fault, which leads to her sister siding with Mario. However, after the Shadow Queen is defeated, she apologizes to Vivian for her horrible behavior and they make amends.
• The Chessmaster: Has really been using Grodus all along as part of a thousand year long plot.
• Color-Coded Elements: Wears a blue-striped hat and uses ice attacks.
• Dark Action Girl: Insofar as any of the Shadow Sirens are Action Girls (Marilyn best qualifies).
• The Dragon: To the Shadow Queen. Her goal for the game is to resurrect her fallen queen by opening the Thousand-Year Door and use Peach as her vessel.
• Easily Forgiven: Despite her involvement in the Shadow Queen's resurrection and her general cruelty to anything in sight, she gets off promising to stop being such a Jerkass. Helps that, given the outcome of that last fight, Vivian likely would kick her ass if she tried anything.
• The Evil Genius: While Marilyn is the Shadow Sirens' brawn, Beldam is the brains. She's the one who kickstarted the events of the game by disguising as a merchant, and having Peach open the chest with the Magical Map inside. Too bad for Beldam, though, Peach managed to send the Map to Mario before getting kidnapped.
• Extra Turn: She can grant herself and her allies the Fast status (attacking twice in one turn) in the second battle.
• Hate Sink: She is a jerk who berates her sister Vivian for every little thing she does, including things that not her fault, leading to Vivian betraying her by joining Mario and his team after she realizes that Mario treats her much better than Beldam does. Not only that, but Beldam is the true mastermind behind everything, as she told Grodus that whoever frees the Shadow Queen from her imprisonment will rule the world thanks to her power. It can't be further from the truth, as the only thing the Shadow Queen wants is to bring despair upon the world, and Beldam is completely okay with it.
• The Heavy: She's only the Shadow Queen's servant, but since the latter is imprisoned, Beldam and Grodus are the ones driving the plot forward for the majority of the game. Of course, the latter is ultimately just a pawn in Beldam's thousand year long plan to resurrect the Shadow Queen.
• The Hecate Sisters: As is obvious from looking at her and her sour disposition, she's clearly the Crone.
• Heel–Face Turn: In the ending, she apparently stops her evil scheming and becomes nicer to Vivian.
• An Ice Person: Her attacks are primarily based on ice.
• Jerkass: First to Vivian, then to Doopliss. Even Marilyn gets treated poorly on occasion.
• Jerkass to One: She's rude to virtually everyone besides her true mistress, the Shadow Queen, but Vivian gets the brunt of her cruelty.
• Laser-Guided Karma: The sister she spent all her life abusing ends up helping Mario unravel her plan to unleash the Shadow Queen upon the world, doubly so if the player decides to make Vivian their primary partner, which not only gives her a direct involvement in stopping the Shadow Queen but gives her the opportunity to thrash Beldam during the Shadow Sirens' rematch.
• Living Shadow: Just like the other Shadow Sirens, and somewhat like her true leader, the Shadow Queen.
• The Man in Front of the Man: For most of the game, she appears to work for Grodus, and it seems that he doesn't think that much more of her skills than he does of Crump's. In the end, she turns out to be The Dragon to the Sealed Evil in a Can that Grodus is trying to revive, and had fed him incomplete information in order to help free her mistress from confinement.
• Manipulative Bitch: Manipulates Grodus into reviving the Shadow Queen for her and tricks Peach into unlocking the chest containing the Magical Map.
• Meaningful Name: "Beldam" is an archaic word meaning "nasty old crone." The word has history of being an Ironic Name from the French belle dame or "beautiful woman", so Beldam gets extra meaningful points for calling everyone ugly and insisting she is gorgeous.
• The Mole: Takes advantage of Grodus' scheme to resurrect her old master.
• Never My Fault: Loses things and blames Vivian for it, despite explicitly saying that she can't be trusted with them.
• Nice Mean And In Between: She's by far the most evil and bossy of the Shadow Sirens in comparison to Marilyn and Vivian.
• Not-So-Harmless Villain: Apart from verbally abusing her fellow Shadow Sirens (and later Doopliss) for her own failures, Beldam is generally portrayed as little more than an incompetent lackey of the X-Nauts. In reality, she is the one who masterminded the plot to revive the Shadow Queen, spreading rumors of a fake treasure behind the Thousand-Year Door and convincing Grodus that unleashing the demon's soul will allow him to rule the world.
• Politically Incorrect Villain: Throws some transphobia into her bullying of Vivian. This is excised in the North American and German releases.
• Really 700 Years Old: Seems to have been a servant of the Shadow Queen, which would make Beldam at least 1000 years old.
• Squishy Wizard: The weakest statistics-wise of the Shadow Sirens, but specializes in Status Buffs and debuffs.
• Status Effects: Notably, she's one of the very few enemies in the game that can inflict the Slow status (you only move every other turn).
• Took a Level in Kindness: Apparently so in the ending.
• Verbal Tic: Calls her sisters "lovelies" a lot, though she snaps at Vivian that it's just a figure of speech.
• Villain: Exit, Stage Left: After the Shadow Queen's demise, she retreats to Twilight Town where she remains post-game.
• Wicked Witch: The Living Shadow of one.

Marilyn

"GUUUUUUHH!"

The middle sister of the Shadow Sirens. The biggest and quietest of the three, who is unintelligible when she does try to speak.

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• Beware the Quiet Ones: She may not talk much, but she does have the highest attacking power of the Shadow Sirens. If she claps you, you're gonna feel it. It's also worth noting that in her Chapter 8 rematch, she is capable of dealing the most damage in the entire game (with buffs and charges applied).
• Big Beautiful Woman: One would think she'd be something like that as Beldam calls her one of her "lovelies". But she's not outright beautiful nor gonk.
• Big Little Sister: She's noticeably bigger and taller than her older sister, Beldam.
• Blush Sticker: She has two red ovals on her cheeks, similar to Vivian.
• The Brute: She is the physicaly largest of her sisters, has the most health and the strongest attack power of the Shadow Sirens.
• Charged Attack: On some occasions in her Chapter 8 rematch, she might charge her attack power two turns in a row. This is alarming, considering the first reaction many players make to an enemy charging up is to use Veil to avoid it... and since Vivian will be stuck in a cooldown phase afterward, your only options are to neutralize Marilyn or eat the massive damage. If she follows up with a melee attack, she will have 21 attack power.
• Color-Coded Elements: Wears a yellow-striped hat and uses lightning attacks.
• Dark Action Girl: One of the bad guys and stronger than one would expect.
• The Hecate Sisters: Being older than Vivian but younger than Beldam, she fits most clearly into the role of the Matron, and her plump shape could be seen as an allusion to pregnancy and maternity.
• Heel–Face Turn: After the Shadow Queen's defeat, she retires to Twilight Town with Beldam and promises to be nice to Vivian from then on.
• Living Shadow: Just like her sisters.
• Nice Mean And In Between: She has a fairly neutral attitude (to the extent that she has one at all) towards Mario and his friends, which makes her the in-between in comparison to her cruel and domineering older sister Beldam and her submissive and empathetic younger sister Vivian. She still fights alongside Beldam and the bad guys rather than defect like Vivian, and helps resurrect the Shadow Queen, but her loyalty is mostly passive rather than active. When Doopliss replaces Vivian, she appears to be the nice by default, Doopliss taking her place as the in-between.
• Poor Communication Kills: Actually recognizes Mario when they first encounter him, but can't convey this to Beldam until he comes back to get Flurrie's necklace.
• Satellite Character: She doesn't get much charaterization beyond being the "Strong Silent" Archetype and is never seen apart from her sisters.
• Shock and Awe: Her attacks are based primarily on electricity and lightning.
• Smarter Than You Look: Tends to be somewhat smarter than one might expect, she might be a selective mute from Beldam's abuse.
• The Unintelligible: She says only two real words in the whole game.
• Wicked Witch: In that she's one of the bad guys, but isn't very wicked compared to Beldam.

Doopliss

"Well, all right then, Slick. Fine. Yes. I turned the villagers into pigs. Big deal."

The boss of Chapter 4. A prankster Duplighost who lives in Creepy Steeple. He cursed the residents of Twilight Town so that whenever its bell tolls, someone becomes a pig! He "becomes" Mario and intends to erase him, but is foiled. He later joins the Shadow Sirens.

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• Anti-Climax Boss: In-Universe, Mario's partner will comment that he was disappointingly easy to beat after the first battle, and as a result the Chapter seems short - which was the point, because he lost on purpose for his Grand Theft Me plan. There's still another half of the Chapter to go, with his real boss fight at the end.
• Arc Villain: He's responsible for all of the misdeeds committed in Chapter 4, and at the time, he had no connection to any other villain. He joins the Shadow Sirens after the chapter is over, but before then, he's an entirely independent antagonist.
• Bedsheet Ghost: Just like the rest of his species, he appears to be wearing a sheet over his body. Beldam even lampshades this by calling him Freak Sheet.
• Beware the Silly Ones: He's a goofy Bedsheet Ghost with a party hat and bowtie, who sits around watching TV all day. However, he still cursed the townfolk so they would become pigs whenever the bell tolls out of boredom and managed to steal Mario's identity with the ambition to replace him.
• Big "NO!": Utters this several times during his Villainous Breakdown.
• Butt-Monkey: In later chapters, he replaces Vivian as the primary target of Beldam's verbal abuse.
• Circus Synths: Fitting for a trickster ghost with a clown hat, his battle theme has a Creepy Circus Music style, but it's played on a synth.
• Cut Lex Luthor a Check: He becomes an actor and costars with Flurrie after the events of the game. Playing Mario, no less!
• Ditto Fighter: He has the ability to copy the appearance and abilities of others. In Chapter 4, he only copies Mario, but in the final fight with him in Chapter 8, he copies Mario's partners as well.
• Dual Boss: With Goombella, Koops, Flurrie or Yoshi. Like Mario, he can only have one out at a time and needs to use a turn to replace them.
• Dub Name Change: From Rumpel to Doopliss. In fact, only the American version calls him Doopliss.
• Easily Forgiven: While all the villains are this after the game ends, the others are somewhat justified in that they were all driven by the Shadow Queen. Doopliss was just a big jerk.
• Embarrassing Nickname: "Freak-in-a-Sheet" or "Freak-Sheet" by Beldam.
• Forced Transformation: The effect of his curse, which often strikes just the wrong (and sometimes, right) person.
• For the Evulz: He doesn't stand to gain or lose anything from his activities and has no motivation beyond "being a dick is fun".
• For Doom the Bell Tolls: His curse makes it so that whenever Creepy Steeple's bell rings, someone in Twilight Town becomes a pig. Ominous bells also show up in his Battle Theme Music.
• Grand Theft Me: Does this to Mario halfway through Chapter 4, reducing the real Mario to a purple silhouette.
• Heads I Win, Tails You Lose: When fighting him for the first time, he transforms into a shadowy copy of Mario. Losing here results in a Game Over as usual. Winning results in him switching places with the real Mario during the transition to the field screen and getting away with the Crystal Star and Mario's partners.
• Heel–Face Turn: In the ending, he apparently gives up being evil and becomes a popular actor alongside Flurrie.
• Hopeless Boss Fight: After stealing Mario's name and body, he'll challenge him to fights outside Twilight Town where he cannot take any damage. This goes both ways, since he cannot inflict any damage either. The only option is to run.
• I Know Your True Name: The key to victory.
• Intangible Theft: He steals Mario's name, which makes him unable to tell Vivian who he is. Mario also can't leave Twilight Town because the pipe between Twilight Town and Rogueport requires travelers to have their written name on them to pass through.
• Interface Screw: To ensure that you don't guess his name before the storyline wants you to, a necessary glyph^note the moji "ン" (n) in Japan, the letter "p" in international versions is removed from the text-entering screen and replaced with another space button. And no, you can't use a close-enough equivalent.^note In Japan, the hiragana "ん" is also removed despite the key item icon and name both clearly being the katakana "ン", while in international versions, a capital "P" just plain doesn't work. It turns out that he's actually removed it himself, and you have to find it in a treasure chest.
• Irony:
  • After Chapter 4, he stops being secretive about his name and practically begs Beldam to call him by it.
  • During Chapter 6, he impersonates Zip Toad, an actor. Guess what he becomes after the game?
• It Amused Me: This is his justification for turning the Twilighters into pigs.
  Doopliss: You know, they're all so depressing and boring and dimwitted all the time... so instead of wallowing in gloom, I figured they might as well wallow in mud! HA! Now they're pigs, get it? Isn't that just sooo perfect? It's like irony, or something.
• Jerkass: Unlike the other main villains, he doesn't really have a goal or any real reason for doing what he does. He essentially just really likes being a dick.
• Kill and Replace: After stealing Mario's name and body, he tries to eliminate him completely. He fails.
• King Mook: Duplighosts were late-game mooks found in the first Paper Mario. He is the only one who appears in this game, but he seems to be significantly tougher than others of his kind — and he has the ability to snatch bodies, something other Duplighosts can't do. Though it isn't clear if he's just a very powerful Duplighost, or if his special abilities come from using the Ruby Star's power.
• Meaningful Name: He's a Duplighost, which were enemies from the first game that could duplicate your appearance and abilities. However, in this game, his real name "Doopliss" sounds like duplicitous, which refers to someone who likes to trick or deceive people. His name in other countries is "Rumpel", referencing the most iconic "guess my name" trickster antagonist.
• Medium Awareness: Doopliss is aware when it comes to people guessing his name, so he takes precaution by removing a letter from the name entry screen when you have to guess his name, which prevents you from fully guessing his name until you physically find the missing letter.
• Mirror Boss: He takes the form of Mario in Chapter 4 and not only uses your techniques, but your partners as well!
• Most Definitely Not a Villain: When impersonating Mario, he doesn't even try to emulate his personality. The farthest he goes is reciting catchphrases from Super Mario 64. Even though Mario's partners notice the jarring personality change, they don't suspect a thing.
• My Name Is ???: Prior to the reveal of his name.
• Nice Mean And In Between: When he joins the Shadow Sirens, he becomes the in-between, despite being Beldam's Butt-Monkey.
• Nigh-Invulnerable: If you don't state his true name, you enter a battle where neither side can take any damage.
• Not in Front of the Parrot!: Played with. His pet parrot knows him by name, but he keeps it out of sight for that reason and it's smart enough to not randomly recite it. However, it's also smart enough to feel demeaned and start muttering about its situation once you're out of sight.
• The One Guy: Becomes this to the Shadow Sirens after joining them.
• Recurring Boss: Not counting the unwinnable fights where you can do nothing but run, he is fought three times.
• Red Eyes, Take Warning: His pupils are red, unlike those of the Duplighosts from the first game, which were yellow.
• Sixth Ranger: To the Shadow Sirens.
• This Cannot Be!: After Mario successfully states his true name.
• Verbal Tic: Calls people "Slick" quite a bit.
• Villain Decay: In his debut chapter, he's a goofy but dangerous Arc Villain who terrorizes a town by turning its residents into pigs and steals Mario's body and identity along with his partners, reducing the real Mario to a nameless shadow unable to leave Twilight Town who likely would've stayed that way had it not been for Vivian's Heel–Face Turn. After he is defeated in Chapter 4 and later joins the Shadow Sirens, he stops being taken seriously and is little more than a Butt-Monkey for Beldam. Justified, as without the nigh-unstoppable magic that keeping his name a secret grants him, he has little to rely on other than his typical Duplighost powers.
• Villain: Exit, Stage Left:
  • He runs away after his second defeat in Chapter 4.
  • After the Shadow Queen's demise, he abandons ship along with Beldam and Marilyn and proceeds to get a gig with Flurrie.
• Villainous Breakdown: He absolutely loses it when Mario tells him his name.
• Villains Out Shopping: When Mario first meets him, he's sitting on a chair watching TV. After he takes Mario's name and body, he can be seen partying at the mayor's house.
• Voluntary Shapeshifting: Like all Duplighosts, he is able to do this.
• Wolfpack Boss: With Beldam and Marilyn in the Palace of Shadow.
• Your Princess Is in Another Castle!: After his first defeat, you get a fake chapter ending sequence. There are a few tip-offs, such as Mario not getting a new special power. Chapter 4 would be really short if it actually ended there.
• You Shouldn't Know This Already: It doesn't matter if you already know his name; the lowercase "p" is missing from the name entry screen, and you can't just use a capital "P" in its place. You have to break into Creepy Steeple's basement and find the missing letter, which is in the same room as the parrot.

The Shadow Queen

Shadow Queen Peach

The Shadow Queen (her spirit form)

"You are foolish to oppose me. Yesss... and that foolishness... will have to be punished..."

A demon that was sealed away by the Crystal Stars a thousand years ago. Grodus is trying to revive her in order to use her power to Take Over the World. It doesn't quite go as he planned...

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• Ambiguous Situation: It's never made explicitly clear why the Shadow Queen needs a vessel to begin with. It's arguably subtly implied that she needs it to help stabilize the enormous power she wields before she can properly rule the world, though it heavily depends on how you read some of her dialogue following Grodus' Disney Death.
• Armor-Piercing Attack: Her attacks will go through all of your defense buffs.
• Asskicking Leads to Leadership: The Shadow Queen herself is basically a Physical God variant of the Shadow Sirens. She also created the Crystal Stars, has an immense number of demonic followers and three pet dragons to instill fear in the hearts and minds of others even after being sealed away.
• Badass Boast: "Then, you wretched fools, you will learn the error of your WAYS!"
• Badass Cape: Peach gets a black cape (that is shaped like a fan) while possessed by the Shadow Queen.
• Bad Boss: Though she generally doesn't show much of this trope, imprisoning her pet dragon, Bonetail, at the very bottom of the Pit of 100 Trials wasn't exactly the nicest move.
• The Baroness: Cold, evil and ruthless in stark contrast to Peach's nice and gentle demeanor. She could be the Sexpot variant since Peach is generally beautiful. This trope is especially pronounced in the English version.
• Beat the Curse Out of Him: How Peach is freed from the Shadow Queen's Demonic Possession.
• Benevolent Boss: The only redeeming quality she seems to have is that she treats her minions fairly well, such as Beldam. She also promises Mario and his partners that no harm will come to them if they join her, albeit condescendingly in the English version.
• Berserk Button: Do not try to give her orders if you value your life, as Grodus found out the hard way.
• Big Bad: While she doesn't play a direct role as a villain until the end, she's nonetheless the biggest source of conflict in the game next to Beldam herself.
• Boss Remix: Her theme music gets remixed for the first phase of the Final Boss.
• Breath Weapon: Can breathe some sort of putrid mist that causes a random status effect. Without the Feeling Fine badges, this is crippling and she does it often.
• Cel Shading: One of the reasons she's so unsettling is that her appearance and the way she's animated look far closer to this than the cartoonish 2D paper animation of everyone else. It does a lot to compliment the fact that she's a demon.
• Charged Attack: Gains a pretty epic one in the third phase. It's 14 damage if you fail to avoid it.
• Cognizant Limbs: Her two giant floating hands, which are separate targets that attack independently from the Shadow Queen herself. She also has another form of Cognizant Limb called "Dead Hands," a cluster of smaller hands reaching out of the ground.
• Damage Over Time: Her poison mist can cause Mario and his partners to lose 1 HP every turn.
• Dark Action Girl: "Girl" is hardly an appropriate term for such an abomination, but it should be noted she's a boss on even footing with Bonetail, one-shots Grodus, and is most definitely female.
• Dark Is Evil: BOY, is it ever. The fact that her mere presence plunges the entire planet into darkness should already tell you all that you need to know, and that's not getting into her appearance, OR how utterly dastardly she acts.
• Deader than Dead: The four heroes destroyed her mortal form, but could only seal her spirit. A thousand years later, Mario finishes the job.
• Deal with the Devil: After taking a look at Mario and deducing he and his companions are weak, she offers them a chance to serve her in exchange for no harm coming to them. Accepting the deal results in a Non-Standard Game Over.
• Demonic Possession: She takes over Peach's body and uses it as her own shortly after being revived.
• The Dreaded: She is capable of instilling fear in the hearts and minds of others in various ways. Even the Palace of Shadow she resides in unnerves people, due to her evil aura.
• Empathic Environment: Her very presence casts a shadow over the whole world.
• Ermine Cape Effect: Shadow Queen Peach wears a flowing cape and golden crown.
• Evil Costume Switch: After the Shadow Queen possesses her, Peach's costume changes from pink to purplish-black, and the blue jewels turn red. She gets a cape, a collar that goes behind her head in a fan like way, gets a new hairdo, and now has purple/pink eyeshadow.
• Evil Eyebrows: Thin ones that create a purple eye shadow.
• Evil Is Not a Toy: Grodus thought she was bound to serve the one who released her. She really, really isn't, as she proves in as little as a second.
• Evil Laugh: "Muh huh huh huh huh".
• Evil Overlord: She once terrorized the city she destroyed, and plans to do so after being revived.
• Evil Sorceress: She is a very powerful demon, capable of performing Black Magic.
• Evil Wears Black: Peach wears a blackish-purple dress when the Shadow Queen is possessing her. The costume is also the current image for Evil Makeover.
• Excessive Evil Eyeshadow: Shadow Queen Peach's eyeshadow is noticeably purplish-pink.
• Eyeless Face: Her spirit form has no eyes to speak of, though they might be hidden underneath her huge crown.
• Faux Affably Evil: In the Japanese version of the game, the Shadow Queen presents herself as down to earth and cordial to Mario and his companions, even offering them a place by her side. Any sort of affability is undermined by her covering the world in darkness, almost killing Grodus with a bolt of lightning, proceeding to fight Mario and the others when they refuse her offer, and murdering the audience watching them fight to restore her health. She has also destroyed the ancient city, murdered most of its inhabitants, and enslaved and tortured the remaining survivors while ruling with an iron fist a thousand years ago before being sealed away by the four heroes, so any civility is only skin deep. In the North American version, she forgoes any mask of civility and acts cold and domineering toward Mario and the party.
• Fighting Your Friend: You're unfortunately forced to fight Peach at the end, due to her being possessed by the Shadow Queen.
• Final Boss: The final enemy Mario and co. fight in The Thousand-Year Door, and the toughest one to boot, unless you count Bonetail.
• Giant Hands of Doom: The Queen has enormous hands; ones that can attack separately, to boot.
• Giant Poofy Sleeves: Peach gets these while possessed by the Shadow Queen.
• God Save Us from the Queen!: She caused loads of death and destruction in the past (as shown in the backstory), for starters. She also has no qualms whatsoever with trying to kill anybody who gets in her way, and if Mario hadn't defeated her for good, she would've plunged the world into darkness forever.
• Good Colors, Evil Colors: While possessed by the Shadow Queen, Peach wears a combination of black and purple.
• Good Hair, Evil Hair: Shadow Queen Peach gets a new hairdo after being possessed.
• Good Hurts Evil: This trope is the key to her defeat—when the Crystal Stars react to her power and fly around the world, all of the people Mario has helped throughout his journey gather around and use the Stars as transponders, flooding the boss chamber with their positive wishes and prayers. The Shadow Queen calls them "vile voices" and seems genuinely pained to hear them—especially when they break her invulnerability and allow Peach to briefly wrest control of herself back to lend Mario and his allies the last of her inherent magic. This generates a Heroic Second Wind for the group and saves the day.
• Graceful Ladies Like Purple: Purple is a prominent component Shadow Queen Peach's clothing, fittingly enough.
• Greater-Scope Villain: She is an ancient evil sealed behind the Thousand-Year Door long ago. The whole point of Grodus's and Beldam's schemes is to revive her.
• High Collar of Doom: Shadow Queen Peach's dress has a collar that's larger than her head.
• Hoist by Their Own Petard: Both times she is fought and defeated, by the legendary heroes and then Mario, she's ultimately undone by her own crystal stars being used against her.
• Ice Queen: In contrast to Peach's normally calm and gentle demeanor, Shadow Queen Peach is very ruthless, cold and evil, her personality being very similar to Maleficent from Sleeping Beauty.
• Kick the Dog: She's been doing this for a long, long time, as the game makes clear long before you finally confront her. The worst thing she does on-screen is probably killing your audience during the second phase of the final battle, which is more than enough to sum up how diabolical the Shadow Queen is.
• Killed Off for Real: The second Mario villain to be killed Deader than Dead after Cackletta. Being a far bigger threat than Cackletta was, this was a given.
• Lady of Black Magic: A regal variant of using Black Magic. She packs enough magic to level cities, and her very presence casts a shadow over the whole world.
• Last Breath Bullet: A non-lethal variation against the four legendary heroes who defeated her in the past. According to Grifty, the Shadow Queen planted a curse on them as she was sealed away, causing them to be trapped in black chests after they lost their Crystal Stars.
• Life Drain: Her hands have an attack that drains Mario's health and gives it to the Shadow Queen.
• Living Shadow: Just like the Shadow Sirens.
• Magic Is Evil: Uses dark magic to stun, confuse or poison her opponents, casts a shadow over the world and is capable of casting spells.
• Makeup Is Evil: Shadow Queen Peach wears a lot of makeup that is overemphasized.
• Marathon Boss: She has 150 HP, making her the first boss in the game, as well as the series, to have triple-digit HP (and the only other one in the game being Bonetail with his whopping 200 HP). On top of that, she has a defense score of 1 (which is more than it sounds due to how combat in Paper Mario works), and she can heal. And that's just the final phase.
• Names to Run Away from Really Fast: People shuddered at the mere mention of her name, and even the Thousand-Year Door (and by extension, the Palace of Shadow) generally gave a bad vibe to anybody who ventured near the door.
• Nice Job Fixing It, Villain: Retroactively speaking, her sealing the legendary heroes in chests after her initial defeat becomes this, as the "curses" that they bestow upon Mario become crucial in getting the Crystal Stars and navigating her palace.
• No-Sell: After going into her true form, she is immune to any attacks Mario and his party members can use. The only reason she can be beaten is thanks to the Crystal Stars weakening her.
• Oh, Crap!: When her health starts to reach critical levels during the final phase, she noticeably starts to panic. By the time she's defeated and is about to disappear for good, she's screaming her head off.
• Ominous Opera Cape: Shadow Queen Peach wears a purplish-black cape.
• Omnicidal Maniac: In her backstory, she was behind the calamities that struck the city where Rogueport now stands, forcing the remaining survivors to serve her until she was sealed away by the four heroes, but not before she condemned them to a Fate Worse than Death. She plans to plunge the world into darkness after being revived by Grodus.
• One-Winged Angel: Assumes her true form as soon as her HP falls to half, rendering her invincible. You'll have to hold out until the Heroic Second Wind kicks in, then you can finish her off.
• Our Demons Are Different: The Shadow Queen is readily established as an ancient demon who was sealed away a thousand years ago. While the Shadow Queen has the possession and reality-warping aspects down pat, she otherwise doesn't look, nor act very much like a typical demon.
• Painting the Medium: She gets her own jagged, evil-looking purple text balloons to compliment the fact that she's... well, a demon.
• Person of Mass Destruction: Plans to terrorize Rogueport, and was behind the calamities that struck the city where Rogueport now stands. And as soon as she is awakened, Rogueport and its surrounding environs are plunged into darkness.
• Pet the Dog: She's at least willing to spare Mario and party if they join her, and even offers them a second chance after they tried to defeat her. She also seems far more benevolent towards her followers who are actually loyal to her.
• Pimped-Out Dress: Shadow Queen Peach wears a black and purple dress with white ermine trimming and some red jewels.
• Power Floats: Peach begins to levitate after being possessed by the Shadow Queen.
• Psychotic Smirk: Peach sports one after being possessed by the Shadow Queen.
• Purple Is Powerful: Her spirit form's body and hair are colored purple. She's also a very powerful demon and the game's Final Boss.
• Purple Is the New Black: One of the major color schemes of Shadow Queen Peach is purple, and her spirit form's body and hair are colored purple.
• Reality Is Out to Lunch: The moment she awakens, fires turn black and darkness covers the sun; presumably, these were merely the first of many changes she intended to make.
• Red and Black and Evil All Over: When possessing Peach, her dress becomes purplish-black, and all of her normally blue jewelry turns red.
• Red Eyes, Take Warning: When appropriately pissed off, Shadow Queen Peach's eyes turn red. Despite her eyes not being visible in her actual Shadow Queen form, it would appear she can cast dark bolts from them as well.
• Requisite Royal Regalia: Shadow Queen Peach has darker variations of the High-Class Gloves, the Pimped-Out Dress and the Cool Crown.
• Sealed Evil in a Can: Sealed in a stone casket, which is located in the innermost depths of the Palace of Shadow behind the Thousand-Year Door. Only the power of the Crystal Stars can break the seal of the Thousand-Year Door.
• Shock and Awe: Her main attack is firing bolts of dark lightning.
• Sorcerous Overlord: She's a Necromancer and a Physical God version of the Shadow Sirens, so the Shadow Queen counts.
• Status Buff: Capable of boosting her offense and defense for several turns.
• Status-Buff Dispel: One of the random status effects of her mist breath (Allergic) can negate any buffs Mario and his partner get.
• Supernatural Floating Hair: Her spirit form's hair seems to float on its own, and, like the rest of her body, has a fight glow of dark magic flowing through it.
• Technicolor Fire: To emphasize her sheer demonic power before the final fight begins, every candle in her crypt is put out during her summoning and spontaneously light again with black flames. After she is defeated, the black flames on all the candles are put out and reignited again with normal flames.
• This Cannot Be!: She has this to say after she is defeated:
  Shadow Queen: Impossible... Unthinkable... How could I... I cannot be beaten by lesser beings such as these... and I had just been reborn into this world... I cannot... I must not... AAAAAIIIIYYYYEEE!!!
• Ungrateful Bitch: Subverted, despite what you'd expect. The first thing the Queen does to Grodus upon being freed by him is promptly striking and nearly killing him, though she DOES have a good reason to do so, considering how he was treating her as soon as she possessed Peach. She's also very appreciative towards Beldam's efforts.
• Vile Villain, Saccharine Show: The Shadow Queen is among the nastiest and scariest villains in any Mario game, for a variety of reasons:
  • She has an unnerving appearance, and is treated dead seriously, utterly lacking the levity and even cartoonish designs of the other villains in the franchise. She looks and acts a lot more like something you'd find in Kingdom Hearts than in a Mario game.
  • Her behavior and demeanor are also INCREDIBLY cold-blooded. The moment she's freed from her prison, she almost kills Grodus by striking him with lightning after he tries to control her, covers the world in darkness, and possesses Peach, forcing the party to fight her. She follows this up by becoming invincible after toying with the party for a bit, then killing dozens of innocent people to restore her energy.
  • The moment she assumes her true form and exhausts the party is thoroughly driven home as the game's Darkest Hour. It's very hard not to feel utterly hopeless seeing Mario and co. at the Queen's mercy, even if it's thankfully brief.
• Viler New Villain: Bowser from the previous game, while a legitimate threat, is a lovesick fool with comedic quirks. The Shadow Queen, on the other hand, is pure evil with no light-hearted traits whatsoever, and is portrayed as directly responsible for the deaths of nearly every citizen in the ancient city that she destroyed, and the enslavement of the survivors. Anyone who steps out of line, she gleefully tortures and feeds to her dragons. She was so dangerous that she needed to be sealed away by the four heroes who were subsequently cursed by her. With her awakening, she nearly kills Grodus and spreads darkness across the world. To top it all off, even with the fact that she essentially needs a vessel to stabilize her immense power, she's still more than enough of a threat to easily obliterate Mario and his party if they slip up.
• Villainous Breakdown: Mario drives her to this once the Heroic Second Wind kicks in. At first, it's not really noticeable, but once you chip off enough of her HP during the final phase of the battle, she rapidly approaches breakdown mode.
• Walking Spoiler: She is the "treasure" that Mario, Peach and the X-Nauts had been trying to reach first, and the revelation of her existence by TEC around the halfway point of the game is when the nature of the X-Nauts' Evil Plan is made apparent. It's also hard to even hint at her Demonic Possession of Peach without spoiling that twist.
• Weather Manipulation: She threw a bunch of natural disasters in Rogueport in the distant past, and once she awakens, she casts a shadow over the entire world. Including the Glitz Pit, which is above the clouds.
• We Can Rule Together: Not exactly together, but her offer is more like "surrender now and swear to serve me and I'll let you live". Still leads to the Non-Standard Game Over if you accept.
• Wicked Witch: She's basically the leader of the Shadow Sirens.
• The Worf Effect: Destroys Grodus's body in one shot shortly after being revived. It should be noted that she wasn't even at her most powerful.
• Worf Had the Flu: It's stated multiple times that she's only just possessed the body and doesn't have full control over her power yet. This is likely why she has less health than Bonetail, given that Bonetail is one of her own pets. Even still, she is shown to be a major threat to Mario and his friends, being powerful enough to cover the world in darkness and make herself completely invincible to damage.
• Your Soul Is Mine!: She heals herself during the final battle by eating the souls of the audience.

Bosses

Hooktail

"Snack time, little appetizers! But which one of you morsels should I taste first?"

The boss of Chapter 1. A huge dragon residing in a castle named for her. She routinely eats on the residents of Petalburg and guards a Crystal Star until Mario puts an end to her. As her gender isn't mentioned when she is faced, Hooktail is mistakenly assumed by the party to be male. She and her two older brothers were "pets" of the Shadow Queen.

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• Advertised Extra: Featured prominently on the western box art of the GameCube version but is not much more than the Arc Villain of the very first chapter, in which she only appears twice before exiting the plot entirely after her defeat.
• Ambiguous Situation: It's unclear why she ate the Diamond Star, or if she was even aware that it could be used to help bring back her old master.
• Big Eater: Look at all the skeletons and you'll realize why she's the feared glutton of Petalburg. She even ate the Diamond Star at some point.
• Boss-Altering Consequence: If you equip the Attack FX R badge before fighting her, the frog noise (cricket in the original English translation) that it makes will lower her attack and defense.
• Breath Weapon: A given since she is a dragon.
• David Versus Goliath: The general idea behind a tiny Koopa like Koops going up against an enormous dragon.
• Dirty Coward: When on the verge of defeat, Hooktail immediately starts begging for her life and trying to bribe Mario, first with coins, then with a rare badge, and finally by offering to let him smell her feet. If Mario agrees to any of the above, she uses it to land a cheap shot. The note left by Kolorado's father even warns that Hooktail will do anything to save her own hide, and not to be fooled.
• Even Evil Has Loved Ones: This evil dragon has two brothers, one whom she regularly maintained contact with before her defeat.
• Female Monster Surprise: Didn't see that coming, huh? You don't actually find this out in-game until you meet her brother in Chapter 8. It's more apparent in the Japanese version, as she uses the archaic feminine pronoun "warawa". In the Switch remake, it's averted, as she's revealed as a female from the start.
• Foreshadowing: At some point if you speak to the Koopa obsessed with Peach after Hooktail's defeat, he will mention that Hooktail had friends that were far stronger than her. They were more than just friends.
• The Fourth Wall Will Not Protect You: In-Universe example. When she finds herself at low health, Hooktail will slowly make her way offstage... and suddenly appear next to the audience to snack on some unfortunate spectators.
• Giant Flyer: Humorously, Hooktail's wings are tiny compared to her gargantuan body. She remains grounded during your fight, however.
• Inferred Survival: Despite it seeming like Hooktail is dead (with her brother reiterating this notion), the fact her body is gone post-chapter and Goombella openly wondering where she went, means that she probably survived her encounter with Mario and pals.
• Interface Screw: Whether or not you fall for the ruse, she proceeds to scarf down the audience members to recover HP.
• I Surrender, Suckers: Pretends to give in to the party when her HP is reduced, but if you agree, she'll attack you.
• Just Eat Him: One of Hooktail's attacks is biting at Mario and party.
• Pet Monstrosity: According to Grifty, she and her two brothers were once the Shadow Queen's pets and minions.
• Really 700 Years Old: Hooktail was around at least a thousand years before the present.
• She's a Man in Japan: Hooktail is male in the Spanish localization.
• Smelly Feet Gag: She has an off-putting, borderline fetishistic obsession with feet in her dialogue. One of her bargains for mercy is to offer Mario a chance to smell her feet.
• Wake-Up Call Boss: Hooktail at full power is a tough customer, but her major qualification for this trope is how she introduces the idea of audience interactivity (by eating half the audience and scaring off the rest), simultaneously aiding herself and crippling you in a completely unprecedented swoop.
• Weaksauce Weakness: Frog sounds, of all things. Apparently, she ate a frog once and got food poisoning from it. In the original GameCube English translation, it's crickets.
• What Happened to the Mouse?: Hooktail will have left the castle if you return there post-chapter. Goombella will question where she went, but you never find out where.

Rawk Hawk

"Feel the horror of a world-class RAAAAAWWWKING!"

A giant, yellow bird and champion of the Glitz Pit, a fighting arena. He's loud, brash, obnoxious, and thinks he's the best fighter around. He uses some dirty tricks during fights, but insists that he'll fight clean once Mario finds the Crystal Star.

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• Acrophobic Bird: Although he's a bird, and specializes in aerial attacks, he can't actually fly. The closest he comes is hanging from the ceiling, with Goombella's Tattle noting that he never goes above the board because "carelessness leads to lifelessness".
• Arc Villain: Subverted. The game lets you imply he's the one holding Chapter 3's Crystal Star, but he's just an arrogant champion who defends his title via direct menaces or by bribing a guard to lock Mario in the abandoned minor league room so he would be disqualified. His petty behavior still manages to cover the true antagonist of the Glitz Pit.
• Berserk Button: Don't imply that he or his champion's belt are fake. He doesn't start going after "Gonzales" until after Yoshi accidentally insults him in this manner (Yoshi was calling the Crystal Star on the belt a fake, not the belt itself, but wasn't clear about it).
• Black Eyes of Evil: Sports black sclerae and white pupils, but he's not evil; just a dick.
• Combat Pragmatist: Launches himself from the walls of the arena, and even grabs onto the ceiling beam at one point (putting him beyond the reach of most attacks) and shakes it to drop objects down on Mario. At one point he sends Mario a poisoned cake. If you eat it, your partner will be paralyzed in the next fight.
• Continuity Nod: Apparently, "Rawk" was a word in Ancient Stickerish.
• Defeat Means Friendship: Well, not so much friendship, but Rawk Hawk garners a begrudging respect for Mario after losing to him.
• Disqualification-Induced Victory: Tries to force a forfeit via absence on Mario's part during the big championship match by bribing a security guard to lock him in an empty minor league locker room.
• Dub Name Change: From "Gold Hawk" in the Japanese version.
• Feathered Fiend: He's the champion of the Glitz Pit and the last opponent you must defeat.
• Foreshadowing: Early on in Chapter 3, you can meet one of his fans arguing with a Prince Mush fan. The Mush fan claims Rawk Hawk won his championship match against Prince Mush by cheating, which the Rawk Hawk fan scoffs at, countering that he was nice enough to send Mush a cake before their match. He crippled Mush with a poisoned cake, and tries the same trick on Mario.
• Heel–Face Turn: In the wrestling sense. He vows to stop fighting dirty, and win the title fair and square. He does, and is the champion once you return to the Glitz Pit after Chapter 3.
• Hoax Hogan: Fan-favorite face, blonde hair, Large Ham, huge ego and in the Spanish version of the game he's even flat out called "Hawk Hogan". He also seems to blend the crowd favorite nature of the "Real American" gimmick with the heel tactics and brutality of "Hollywood" Hulk Hogan.
• Not Me This Time: Before the title match, he reveals that he convinced a security guard to lock them in an abandoned locker room as well as sending a poisoned cake to Mario and allies to deter them from challenging him. When Mario's partner accuses him of sending the threatening e-mails about the Crystal Star, however, he doesn't know what they're talking about.
• The Only One Allowed to Defeat You: To Mario, in a way, albeit never said to Mario's face. During the scene everyone starts cheering on Mario during his battle against the Shadow Queen, an eldritch horror who plunges the world into darkness with her mere presence, Rawk Hawk has this to say:
  Rawk Hawk: Listen to me, Gonzales! Anybody who's beat me is not ALLOWED to lose!!!
• Overshadowed by Awesome: He's a rather easy fight by your standards, but he's still the Glitz Pit champion. He's capable of dishing out some serious hurt for a Chapter 3 mid-boss, (his stats indicate he'd be able to defeat Chapter 5 Crump in a one on one fight) and he's the earliest boss-style enemy in the game who can heal himself outside of scripted events.
• Plot-Irrelevant Villain: An antagonist to Mario and company, but has no knowledge of the Crystal Stars or of Grubba's activities. Most of his hostility towards the party comes from feeling they're a threat to his championship belt, as well as Mario's partner accidentally insulting him when they realize the Crystal Star on his belt is fake.
• Red Baron: The Feral Nuclear Reactor.
• Red Herring: He's set up to be the main antagonist of the chapter, and Mario's partners assume that he sent the threatening emails. While Rawk Hawk freely admits to several other dirty tricks earlier in the chapter, he's completely confused when they directly accuse him.
• Shout-Out: Obviously a parody of professional wrestlers, but likely a parody of Hulk Hogan and The Rock in particular. In fact, for the Spanish dub, Rawk Hawk is actually called Hawk Hogan.
• Slide Attack: A sliding kick, his only ground attack.
• Small Name, Big Ego: In spite of all of his bragging, his boss fight is quite easy (and he doesn't get any tougher for rematches). Goombella describes him as "meh" apart from his skill at aerial maneuvers in her Tattle. In addition, when he later challenges Bowser to a fight, Bowser curb stomps him. (Literally!)
  Rawk Hawk: Pain.
• Spin Attack: A flying somersault that hurts both Mario and his partner. Later he does an attack from the wall like this that targets the lead character and does more damage than the first spin attack.

Armored Harriers

"We're gonna blend you up into a smoothie, pal! And then we're gonna drink ya!"

A pair of Iron Clefts who fight together in the Glitz Pit. They serve as the final obstacle Mario must overcome before entering the major league. Their defense is nearly impenetrable; Mario needs a certain partner in order to exploit their one weakness.

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• Big "WHAT?!": In response to Grubba saying that outie belly-buttons run in their family:
  Iron Cleft #1: WHAAAAAAAAAAAAAAAAAT!? How does he know Mom has an outie? That jerk!
• Broken Bridge: Their main purpose is to force Mario to get Yoshi, since they're unbeatable without him.
• Color-Coded Characters: The older brother wears red shoes and the younger brother wears green shoes, obviously referencing a certain other pair of brothers.
• Hopeless Boss Fight: The first fight with them, as well as any further attempts to fight them without Yoshi. They cannot be damaged, so Mario can't win. If Mario rescued the Yoshi Egg prior to fighting them, it will hatch offscreen, and Mario will be able to beat them the next time they're fought.
• Improbable Power Discrepancy: Despite being nearly invincible, they're the lowest-ranked fighters in the major league. Granted, the team just ahead of them has a defense that exceeds their offense, and it's also entirely possible their poor attitudes might have led them to ignore Grubba's instructions (keeping them from advancing further).
• King Mook: Of the Clefts.
• Nigh-Invulnerability: They only have one weakness, and are otherwise completely invincible.
  Iron Cleft #2: See these bods? Solid iron. See these spikes? Yeah, they penetrate any substance. So, basically, what I'm telling you is that whatever you try will be completely useless.
• Red Baron: The Iron Adonis Twins.
• Sibling Team: They're brothers, and they always fight together.
• Sore Loser: They develop a strong grudge against Mario after losing to him. At one point, they storm into the ring after one of Mario's later fights and demand a rematch.
• Spikes of Villainy: Both of them are covered in spikes.
• Takes One to Kill One: Their bodies are stated to be impenetrable to everything, meaning the only way to harm them is to ram one brother with the other.
• Verbal Tic: Calling people stinkwads.
  Iron Cleft #1: Only smelly stinkwads call other people stinkwads! Understand, stinkwad?

Cortez

"Hear my voice, spirits! Take their ship and show them the meaning of fear!"

The boss of Chapter 5. An old pirate that has long since died. All that remains of Cortez is a giant, floating skull wearing a pirate hat, although he can possess a pile of bones to get some form of a body again. Upon defeat, Cortez befriends the heroes and provides travel to a deserted island.

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• Advertised Extra: Similar to Hooktail, he's prominently featured on the Gamecube western box art but is only the Arc Villain of Chapter 5. At least he makes relatively more appearances and even takes up the permanent role of being the ferryman between Rogueport and Keelhaul Key.
• Affably Evil: He's a genuinely nasty piece of work who engages in ruthless piracy, shipsinking, and sucks up the souls of some innocent bystanders so he can keep on fighting Mario. However, he's surprisingly okay with letting him have a little fraction of his treasure stash and takes a genuine liking to Mario after he whoops Lord Crump's butt, to the point where he serves as his personal taxi between Rogueport and Keelhaul Key afterwards.
• But for Me, It Was Tuesday: While his theft of the Sapphire Star nearly 1000 years prior is what ultimately brings the heroes to his island abode, to him, the star is just another jewel of many that he stole and he even admits to Mario that it wasn't even one that he was particularly fond of.
• Card-Carrying Villain: When he rants about getting tired of using Ghostly Wail, he refers to himself with pride as a "cold-blooded villain who robs innocents of life and loot".
• Cel Shading: Much like the Shadow Queen, Cortez's appearance and the way he's animated heavily resembles this. It very much compliments the fact that he's an Undead Abomination.
• Charged Attack: May store some power to toss a bone in the second phase.
• Combat Tentacles: His extra arms behave this way when swinging his swords.
• Dashing Hispanic: Goombella certainly seems to think so, if you Tattle on him in the overworld.
• The Day the Music Lied: Since he's already dead, his undying status is immediately Played for Laughs after the boss fight.
• Defeat Means Friendship: After their battle, he becomes fast friends with Mario when he finds out Mario wasn't after his gold.
• Dem Bones: All that remains of Cortez at this point.
• Didn't Need Those Anyway!: Loses his bony parts after he's defeated in the first two phases, reducing him to a floating skull in the final phase.
• Final Boss Preview: Of the Shadow Queen. Like her - he's paranormal, has Cognizant Limbs and multiple phases, and heals himself by invoking Your Soul Is Mine! on the Audience.
• Flunky Boss: Third phase, he brings his weapons (hook, rapier, saber, sword) to life to assist him.
• Ghostly Wail: Defied; he initially speaks with a ghastly moaning, but then he grows tired of it and stops using it altogether, replacing it with his usual speech patterns.
  Cortez: Enough! I grow tired of this spooky 'OoOoO' business! I am a pirate, blast it! Pirates do not MOAN! I am a cold-blooded villain who robs innocents of life and loot, not a crying ghost!
• Ghost Pirate: Or skeleton pirate.
• Gratuitous Spanish: Amigo!
• Know When to Fold Them: Even though he admits that he can't simply be defeated in battle due to already being dead, when he realizes that Mario only really needs the Sapphire Star, he decides that one single jewel isn't worth the hassle and just gives it to him. He also decides to help the heroes when Flavio offers to give him back his Skull Gem, as it would allow his ship to sail again, and otherwise Flavio planned on chucking it into the sea.
• Lone Wolf Boss: He's not connected to the X-Nauts or greater plot surrounding the Thousand Year Door, and is just as much of a threat to Lord Crump as he is Mario. He was also this in the backstory, as he was a fearsome pirate who was active while the Shadow Queen reigned, though his only connection to her is that he stole her Sapphire Star from the Koopa who helped defeat her.
• Multi-Armed and Dangerous: Four arms, each holding a weapon in his first phase. He ditches them in the next two.
• Named After Somebody Famous: Named after Hernan Cortes, though Cortes wasn't a pirate.
• Our Ghosts Are Different: He is very different from the typical ghosts Mario fights, his defeat not really sticking since, as he points out, he's already dead.
• Poisonous Person: The hook poisons a character if it's not guarded against.
• Sequential Boss: Has a relatively small HP pool, but has three different phases and it refills for each one.
• Shielded Core Boss: During the second phase, attacking the bone pile will cause him to lower his upper half, and doing so twice will open his ribcage, exposing the turquoise gem inside. This gem lacks his usual defense of 1, and it additionally takes one extra point of damage to attacks.
• Suspiciously Similar Substitute: Cortez plays a very similar role to Jonathan Jones from Super Mario RPG. Both of them are pirate kings who guard the fifth star-shaped MacGuffin and are fought aboard their ships, seemingly as the last bosses of their respective sections of the game; however, a villain tries to steal the MacGuffin almost immediately after you obtain it, forcing you to fight them. In both cases, the pirate king helps you thwart the villain, and Mario ultimately ends up earning their respect.
• Undead Abomination: He's a sentient mass of bones and skulls that even comes with multiple hands.
• Your Soul Is Mine!: His surprise healing method in the third phase. Poor audience.

Smorg

"SMOOO-OOORG!"

The boss of Chapter 6. Strange creatures inhabiting an abandoned train station. When Mario chases them off to throw a switch, the creatures stow away on the train he is riding and take all of the passengers hostage, growing into a multi-tentacled monster. The Smorg flee the train when defeated.

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• Cognizant Limbs: Its "tentacles" are separate targets and each one attacks separately.
• Combat Tentacles: It fights using long limbs made from its constituent units, which can also form into a pincer claw-like form.
• Giant Space Flea from Nowhere: Originally, Smorg was something Beldam sent after Mario (you were supposed to fight the Sirens in Riverside Station), but this was cut, leaving no explanation for Smorg's appearance.
• Pokémon Speak: All they can say is "Smorg."
• Shielded Core Boss: It's invincible when the tentacles are out.
• Traintop Battle: They're fought on top of the Excess Express.
• The Worm That Walks: Multiple smaller Smorgs make up a huge tentacled amorphous monster.

Gloomtail

"GWAAAAH HA HA HA HA! My first fresh meat in ages... allow me to take my time... and toy with you awhile!"

Hooktail's older brother, found lurking in the Palace of Shadow by his lonesome. He is quite a bit more resilient, but most of the same tropes apply.

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• Big Brother Instinct: Gloomtail does not take kindly to those who mess with his siblings, and when he hears one of Mario's partners say they defeated his younger sister, all bets are off!
• Breath Weapon: Breathes poisonous sickly green fire. He also has a powered up version called Megabreath.
• Charged Attack: Megabreath, which does a massive 16 damage if not avoided.
• Dark Is Evil: He has a black-and-purple color scheme and serves the Shadow Queen.
• Even Evil Has Loved Ones: He is Hooktail's older brother and part of his motive behind fighting Mario is to avenge her defeat.
• Pet Monstrosity: He was one of the Shadow Queen's pets 1000 years ago, and still remains in her palace.
• Poisonous Person: His flame breath deals this status if not guarded against.
• Purple Is Powerful: Colored in shades of purple and is definitely stronger than his younger sister.
• Shockwave Stomp: He can do a fairly impressive jump with the landing causing a heavily damaging earthquake.
• Strong Family Resemblance: He looks very similar to his sister Hooktail except with different colors. Your partner even comments on how similar he looks to his sister, believing it to be her instead.
• Stronger Sibling: Hooktail's older brother, and a far more devastating opponent.
• This Cannot Be!: "WHAAAAAAAAAAAAAAAAT?!? You destroyed my precious younger sister?!? I wondered why she hadn't written recently..."
• What Happened to the Mouse?: His body disappears shortly after defeating him, though given that Hooktail is implied to have survived, it's likely that Gloomtail did as well.

Bonetail

"AROOOOOOOOOOOOO!"

An undead skeletal dragon and the oldest of the "tail" siblings. He is the boss of the Pit of 100 Trials.

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• Ambiguous Situation: One would assume that he became skeletal after years of sitting in the pit with no meals, and his Tattle implies that he was alive at some point, but having the name "Bonetail" implies he has always been a skeleton.
• Breath Weapon: Can breath white, green, purple, and blue fire, all of which cause a different status effect.
• Dracolich: Appearance-wise, he is a skeletal version of his siblings.
• Infinity +1 Sword: His prize, the Return Postage badge, whose power proves basically useless to anyone who fights their way down to this boss in the first place.
• Just Eat Him: He will bite Mario or his partner to damage them. Notably, this is one of the few attacks that cannot be Superguarded.
• Marathon Boss: He possesses 200 HP and eclipses the Shadow Queen in resilience (at least statistically), and will start healing in 20 HP increments when you gain the upper hand.
• Meaningful Name: Well, he's nothing but bones, though it's said that his name was even Bonetail while he was alive.
• Painting the Medium: Bonetail uses the same warped text balloons as the Shadow Queen.
• Pet Monstrosity: He was one of the Shadow Queen's pets 1000 years ago.
• She's a Man in Japan: Bonetail is female in the Japanese, German, Spanish and Italian versions.
• Status Effects: He doesn't have Gloomtail's flashy special moves, but Bonetail's breath attacks are a color-coded roulette of almost every negative status.
• Stronger Sibling: He's this to both Hooktail and Gloomtail, old enough to be a literal skeleton, and serves as the game's only Optional Boss.
• Superboss: He is the last enemy in the optional Pit of 100 Trials. Bonetail gives the game's final boss a run for its money (which is lampshaded by Goombella) and requires going through a dungeon with ninety consecutive battles (ninety-nine floors with a "breather" every ten) to reach him. He is technically a bit easier than the final boss, as you'll probably be better equipped and levelled by the time you reach him, and his attacks aren't as complex to deal with — he just has enormous attack power and endurance, and getting to him is a massive two hour-long ordeal. In addition, his breath attacks cause status ailments, and he has 200 HP, more than the final boss (who has 150).
• Unblockable Attack: His bite attack is unable to be Guarded or Superguarded against.
• Undead Counterpart: He's a skeletal, undead and considerably stronger version of his younger siblings, which are fought before the player gets to him.

Petalburg Citizens

Kroop

The elderly mayor of Petalburg.

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• Accidental Misnaming: Due to his poor hearing, he accidentally refers Mario as "Murphy".
• Grumpy Old Man: At first he acts very annoyed towards Mario and his partner but soon warms up to them.
• Non-Mammalian Hair: Despite being an anthropomorphic turtle, he sports a long white beard and some impressively thick eyebrows.
• Old Windbag: He puts in a request at the trouble center, where he asks for someone to come visit him and let him ramble for a little while.

Koopie Koo

Koops' overprotective girlfriend.

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• Give Geeks a Chance: Insists she doesn't care a jot about Koops' weak and timid personality, and is deeply upset he'd risk his life to prove otherwise.
• Non-Mammalian Hair: She sports a long ponytail, despite being an anthropomorphic reptile.
• Tsundere: While she does love Koops, she reacts quite violently when she finds out that he's going to battle Hooktail along with Mario to prove that he can be brave.

Koopley

Koops' father who once battled Hooktail before being Eaten Alive by the same dragon.

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• Action Dad: He's one of the many people to face Hooktail head on.
• And I Must Scream: He had to hide in his shell for 10 years in order to survive the inside of Hooktail's stomach.
• Eaten Alive: He was swallowed whole by Hooktail.
• Never Found the Body: Koops and everyone else in Petalburg assume that he was killed by Hooktail. Although he was eaten by Hooktail, he managed to survive in her stomach for ten years!
• Non-Mammalian Hair: Despite being an anthropomorphic turtle, he sports eyebrows and a goatee.
• Reports of My Death Were Greatly Exaggerated: Everyone thought he was dead for ten years, but he was actually trapped in Hooktail's stomach.

Great Tree Citizens

Punio

A member of a race called Punies. A headstrong little guy that is apparently intended to lead the tribe one day. He doubts himself and, when the X-Nauts invade his home, he enlists Mario's help to get rid of them.

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• Big Brother Instinct: He is very concerned about his little sister Petuni's safety when the Great Tree gets taken over.
• Cowardly Lion: He's quite a timid little guy, but it took guts to leave the forest (let alone the Great Tree) and search for a powerful ally.
• Early-Bird Cameo: He can be spotted in Rogueport Sewers at the beginning of the game.
• Color-Coded for Your Convenience: He has stripes and a green antenna, all the other Punies besides the Elder, Petuni and Puniper are yellow and have plain grey bodies.
• Guest-Star Party Member: He's this throughout Chapter 2.
• Unlikely Hero: A lot of conversations imply that the other Punis generally don't think the world of him, or at least think he's a little dim-witted, particularly Puniper. By the end, they seem to have come to respect him a little more.

Petuni

Punio's little sister.

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• Big Brother Worship: She really admires Punio.
• Children Are Innocent: She's acts very kid-like and nice, though she has no problems when fighting with the Jabbis.
• Pink Means Feminine: The fuzzy orb attached to her antenna is pink, and she's the only Puni to sport this trait.

Puni Elder

The elder and supposed leader of the Punies.

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• I Was Quite a Looker: She claims that when she was young, she got the attention of several Puni men.
• Never Mess with Granny: She goes absolutely berserk on Crump when he disrespects her, to the point that he begins to shrink in embarrassment.
• Stern Teacher: She's this towards Punio, who she's training to lead their tribe some day. She also puts Puniper in his place when he's being unhelpful and obnoxious.

Glitzville Citizens

Grubba

^{His powered-up form}

"One day, you'll look back on all them small-dreamers 'n LAUGH!"

The boss of Chapter 3. A sixty year-old Spike and fight promoter who seems pretty nice. Yeah, no. He is secretly sapping strength from his fighters to remain young-looking and in shape.

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• Affably Evil: While he is a horrible, horrible person, he does legitimately like Mario (whom he calls Gonzales) and expresses regret that he might have to disappear. And he's also fairly nice when you aren't trying to foil his plans or find out about his secret. He's even nice when you defeat him.
• Arc Villain: Of Chapter 3. He has no connection to the X-Nauts or the Shadow Queen whatsoever. He's using his Crystal Star solely for his own personal gain.
• Badass Boast: "But this here battle's just gettin' started! It's time I showed you some real moves! Back in the day, I had so many rump–kickin' moves, they had to make some illegal!"
• Bitch in Sheep's Clothing: He is the seemingly kind promoter of the Glitz Pit. Midway through the chapter, fighters Bandy Andy and King K disappear and are removed from the roster, and Mario starts getting threats from an anonymous blackmailer. He later finds out Grubba is the blackmailer, and has been draining the energy out of fighters, nearly killing them (in Prince Mush's case, he *did* kill him), to keep his 65-year-old body youthful and in shape using a machine powered by the Crystal Star.
• Blood Knight: He is heavily implied to have enjoyed fighting in the ring when he was younger, and he makes it clear he outright enjoyed his fight against Mario.
• Chuck Cunningham Syndrome: We never see what happens to him following Chapter 3, other than losing his position in the Glitz Pit.
• Contrasting Sequel Antagonist: As Chapter 3's boss and a purple orange-haired Spike with a giant body who fights the party to keep a secret they rely on for power from getting out, he's got a lot of similarities with Tubba Blubba, but the two are polar opposites in just about every other respect. While Tubba is The Dreaded from his introduction and looms as a threat to the point of being one of few Arc Villains to be fightable before his actual Boss Battle, while Grubba acts acts as a genuinely friendly NPC doing shady business behind the scenes until his cover is blown. Grubba is a Lone Wolf Boss and the most disconnected to the Big Bad's overarching plot of any antagonist in TTYD, doing evil things with the Crystal Star for his own self-indulgent thrills, while Tubba Blubba is the most reliant on Bowser of any of 64's Chapter bosses, and ordinarily a sensitive and likely harmless guy who got made invincible by the Star Rod and is taking revenge on his tormentors; Meanwhile, Grubba is a genuine combat-lover who was known to have used such brutal fighting tactics in his career that they would be illegalised, and he uses the Gold Star to regain the fit body and fighting ability he had honed naturally in his youth. Tubba's Heart downright apologizes before fighting Mario and the guy runs off in tears after he's truly beaten and frees the Boos, while Grubba soaks in the combat and congratulates Mario on such a good fight.
• Cool Old Guy: Subverted, big time. At first, he seems like a fun enough guy who's kept himself healthy into his sixties, but he's really a selfish villain who's been sapping the energy of fighters to remain young since he hit middle age. Granted, he still manages to be a good sport towards Mario in the process.
• Damage-Sponge Boss: He has very high HP for a boss fought at this point in the game^note The previous boss had 30 HP, the following boss has 40 HP - although is fought at two different points, having more overall HP than anything until Chapter 5^note Cortez has three phases of 20 HP equalling 60 HP, Smorg has 50 HP, but is protected by a layer which has higher overall HP than Grubba, and Magnus Von Grapple 2.0, which has 70 HP, but his attack patterns are straightforward and your main strategy is just attacking him until his health drops.
• Extra Turn: The first status buff he'll use. Once it wears off, he'll use it again.
• Graceful Loser: "Oh... Great... Gonzales... great fight there, son. Great... fight..."
• King Mook: A boss whose species has appeared as a mook in previous Mario games, although he's the only Spike to appear in this one.
• Kryptonite Factor: He's more vulnerable to negative status effects than most bosses. Successfully using Clock Out on him keeps him from making full use of his buffs and attacks. He is also vulnerable to Yoshi's Armor-Piercing Attack, something few other bosses are.
• Life Drinker: Using a combination of the Gold Crystal Star and a power-draining machine hidden in the Glitz Pit arena, he drains and consumes the life force of his victims to remain young. One such victim was Prince Mush, Jolene's younger brother.
• Lone Wolf Boss: Grubba has absolutely nothing to do with the X-Nauts or the greater plot involving the Thousand-Year Door and the legend and history it's tied to, and is the first antagonist in the game and Chapter boss in the series of this distinction if one factors in that Hooktail is the Shadow Queen's pet. He only holds the Gold Star and comes into conflict with the party for his own selfish uses of it.
• Older Than He Looks: He might be 60, but as Bandy Andy notes, he looks half that age. Turns out he's artificially keeping himself young by sucking the vitality out of fighters.
• Orange/Blue Contrast: His primary, passive form, interacted with as an NPC, is primarily blue in color. His much more active, aggressive powered-up form, which is fought as a boss, is instead bright orange.
• Rags to Riches: According to him, he was poor as a kid, but later achieved fame and glory after becoming a Glitz Pit fighter.
• The Reveal: He seems like a chummy, pleasant guy at first, so the reveal that he's a villain who's been sucking the strength out of his fighters and made Prince Mush disappear is mighty shocking.
• Southern-Fried Genius: For someone whose manner of speech in the English version has a southern flavor, he must be a hell of an inventor to make that power-draining machine.
• Spikes of Villainy: His normally smooth shell sprouts nasty spikes when he transforms.
• Status Buff: In battle and out, he likes to bulk up his own attributes. He almost does it more often than he actually attacks.
• Trash Talk: Before the first fight with the Armored Harriers, Grubba does quite a bit of trash talking towards them, including a stealth Your Mom insult, all of which he attributes to Mario.
• Unskilled, but Strong: His massive HP pool is double that of the previous boss, and is actually larger than (or as large as) the next few bosses you face, and his damage output is very impressive as well, being able to max out at 17. However, his attacks are very telegraphed due to the fact that he has to charge up to get to those levels, which means you can set up a defense in turn (or else keep him from attacking). By default, his defense is zero, which is lower than the boss before.
• Villain Respect: He seems to genuinely like "The Great Gonzales" and respects his fighting abilities and showmanship. While eavesdropping on him, he regrets the fact that he might have to "disappear" Mario. Even when his villainy is exposed and he lays defeated, he commends Mario for giving him a good fight.
• Wrestler in All of Us: Naturally, since Grubba is a retired fighter. He brings these skills to bear against Mario and friends during his boss battle.

Jolene

A Toad woman and secretary of Grubba in the Glitz Pit. Mysteries surround her, and it's apparent that there's more to her than meets the eye. It's eventually revealed that Jolene's little brother, a former Glitz Pit champ, vanished, and Jolene got the secretary's job to get answers. The two are happily reunited after Grubba's defeat.

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• Big Brother Instinct: Part of her reason of becoming Grubba's secretary is so she can look for her missing little brother and former Glitz Pit champion, Prince Mush.
• Big Good: She serves this role during the Glitz Pit chapter, helping Mario and friends from the shadows in order to avenge her brother.
• Cool Big Sis: She's Prince Mush's big sister and she's dedicated her entire life to supporting him. When she found out Grubba made him disappear, she set her plan into motion.
• The Glasses Gotta Go: She doesn't wear her glasses when she gets dolled up and hangs out at the juice bar.
• Heroic BSoD: She loses all hope once she learns that her brother is truly dead and gone. She gets better after the Gold Crystal Star uses its power to revive Prince Mush.
• Hypercompetent Sidekick: To Grubba. It later turns out she was really spying on him. When she eventually takes over the Glitz Pit after Grubba's defeat, she proves her hyper-competence by handling her old duties and Grubba's previous duties all at once.
• Little Black Dress: What she wears while off-duty. You can find her at the Fresh Juice Bar in Glitzville anytime the plot doesn't require her to be at work.
• Odd Friendship: With Toodles apparently, as seen in the latter's trouble.
• Red Herring Mole: The game seems determined to make her look like she's responsible for the disappearances of the fighters, but she's actually working to bring down Grubba and to find what happened to Prince Mush, her brother.
• Revenge: Her main motivation for helping Mario and co. expose Grubba — her brother Prince Mush was one of Grubba's victims, kidnapped and drained of his life force for discovering the Glitz Pit manager's terrible secret.
• Sexy Secretary: To Grubba.
• Stealth Mentor: She helps out Mario from the shadows throughout the chapter via anonymous e-mail.
• Stoic Spectacles: Her no-nonsense personality combined with her glasses leads directly to this trope.
• Sugar-and-Ice Personality: Is all business while on the job, but shows a warmer side around her younger brother and in her email response to Mario after he finishes her Trouble Center request. It's also implied that she's the woman at the juice bar when she's off the clock.

Minor League Fighters

The lower league of fighters in the Glitz Pit

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• And I Must Scream: King K and Bandy Andy were both left drained, practically paralyzed and put in a hidden storage room presumably forever by Grubba. Thankfully for them, Mario is able to find them.
• Chuck Cunningham Syndrome: Oddly enough, none of them appear during the scene where several past characters are cheering for Mario using the crystal stars as communication against the Shadow Queen. "Shellshock" was likely intended to be King K. though, as he talks like him. Sir Swoop also disappears after Chapter 3, and can't be fought if Mario goes through the ranks once more.
• Emotional Bruiser: Cleftor, who seems to be the most "bruiser" of the minors. Master Crash mentions how he secretly cried in his locker when King. K retired.
• He Knows Too Much: King K. and Bandy Andy got too close to Grubba while he was using his life-draining machine and were dealt with accordingly, the same as Prince Mush.
• Loveable Rogue: Bandy Andy. He is always leaving the minor league after constantly being ordered by Jolene not to do so, and King K also mentions that he's always causing trouble. However, despite this and being a Bandit (characters known for stealing from others), he is a real nice guy and is more than willing to tell Mario the Wonders of the Glitz Pit.
• Nice Guy: Most of the minor league fighters treat Mario nicely but King K is the best example. Cleftor is the only one who isn't nice with Mario at first, but even he misses King K.
• Skewed Priorities: One has to wonder how Master Crash and Bandy Andy hope to be successful Glitz Pit fighters when they often lose by exploding or stealing and running away.
• True Companions: Outside of the ring, they treat each other almost like family.
• Retirony: A non-death example. King K tells Mario how he doesn't want to fight anymore and decides to retire early. Unfortunately for him, when he goes to the office to retire, he finds out about Grubba's plan and is drained by Grubba along with Bandy Andy.
• Verbal Tic:
  • Cleftor has the tendency to yell out "Grack!" at the beginning of his sentences.
  • Master Crash will randomly yell out "Bomb!" when talking to him, similarly to the Fahr Outpost Bob-ombs.

Major League Fighters

The higher league of fighters in the Glitz Pit.

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• All Animals Are Dogs: The Red Chomps bark at Mario before the battle.
• Big Eater: Shellshock eats both cakes that get delivered to Mario if the plumber doesn't eat them. After eating the poisoned cake, he thoroughly regrets it.
• Cheaters Never Prosper: The Armored Harriers try to jump Mario after he defeats another group of fighters. Mario defeats them once more, and all they accomplished was boosting Mario's popularity among the fans and Grubba.
• Early-Bird Cameo: We see the Koopinator getting defeated by Rawk Hawk long before we meet him in person.
• Generation Xerox: Hamma Jamma apparently got his hammer and fighting skills from his grandpa, whose turf was World 7-1 apparently.
• No-Sell: Nothing hurts the Armored Harriers, including Special Moves and superguarding. The only way to hurt them is by hitting each other with their own spikes.
• Proud Warrior Race Guy: The Koopinator talks like this.
• Took a Level in Kindness: They become a lot less cold toward Mario as he advances through the league
• The Worf Effect: The Koopinator is an advanced version of the Elite Mook Koopatrols, not to mention the top major league fighter, yet he gets defeated by Rawk Hawk.
• Worthy Opponent: The Koopinator views Mario as one. The Armored Harriers also grudgingly accept Mario as one by the end of the chapter.

Keelhaul Key Pirates

Flavio

A flamboyant, eccentric, rich adventurer that lives in Rogueport for reasons unknown. He claims to be a fearless sailor, but in reality, is a complete coward that makes Mario do all the dangerous things.

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• 0% Approval Rating: Every single member of his crew does not care for him or like him in any way, and think he's just a deluded fool with dreams of grandeur.
• Berserk Button: He cannot stand being called "fancy pants".
• Camp Straight: He's rather flamboyant. One of the questions you ask him can be answered with Romance, implying he's single.
• Character Development: Starts off as a Hate Sink, becomes a Lovable Coward, ends up caring about his crew, even willing to sacrifice himself for them.
• Cowardly Lion: For most of the chapter, he's clearly a Dirty Coward, but near the chapter's end, he's the one who suggests negotiating with Cortez's ghost — and then does it himself without any prompting. He does a surprisingly good job of it, too.
• Dirty Coward: At the beginning, he clearly fits this trope, and eventually does admit it aloud.
• Guest-Star Party Member: He accompanies Mario and party to the Pirate's Grotto, but quickly retreats once the cave is opened.
• Jerk with a Heart of Gold: He's pretty greedy at first, despite being the self proclaimed richest man in Rogueport, but eventually he's willing to give up on Cortez's treasure and negotiate his family heirloom with Cortez.
• Small Name, Big Ego: He insists that he's responsible for everything good that's happened in Chapter 5 and also seems to assume that everybody in the group loves him.
• Third-Person Person: On occasion.
• Worth It: Even though he didn't get the treasure, and he lost a chunk of his wealth, the Skull Gem, and his favorite ship during the expedition, he admits that he has no regrets about the trip and is happy about the experience itself.

Pa-Patch

"When the sun rises, I wakey-wakey, and when it sets, I tuck in for snoozer-time! Perfect for a simple bloke like me, eh?"

A large and surly purple Bob-omb sailor from Rogueport, who joins Mario on his quest to Keelhaul Key and eventually settles there.

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• Ambidextrous Sprite: Played straight in the original, where his eyepatch would swap eyes, but averted in the Switch version.
• Dirty Coward: He's less obvious about it than Flavio, but when the ghosts of the island go after him and Flavio, both he and Flavio hide behind Mario.
• Dressed to Plunder: He's actually not a pirate, just a sailor, but like many of the other sea-bombs of Rogueport and Keelhaul Key he has the look down, and he takes it the farthest with a rotating set of bones on his back in place of a key and an eyepatch, along with a bandanna like the others.
• Jolly Roger: A pirate-themed Bob-omb with a set of crossbones for a wind-up key.
• Sitcom Archnemesis: Flavio has trouble earning the respect of any of the crew on Keelhaul Key, but Pa-Patch in particular regularly argues with him and seems to have it out for him.
  "Ay, you wanna know what REALLY smells? Flavio's armpit! Oy, smells like low tide!"
• Talk Like a Pirate: Almost all of his dialogue consists of piratical jargon and nautical metaphors interspersed with "ayes" and "arrs" and without a single opening "h" to be heard.

Poshley Heights

Pennington

"Rudimentary, my dear Luigi!"

A penguin that resides in a town for the rich. He runs a museum, but secretly pines to be a detective, which he isn't really that good at.

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• Captain Obvious: The things he does get right — or the "deductions" he makes that are sound — are completely obvious by the time he iterates them.
• Clueless Detective: Despite all his bluster, he correctly deduces basically nothing before it is plainly spelled out.
• Sesquipedalian Loquaciousness: Speaks using very big words for someone in an E rated game. Hence why he's called the Penguin with the Improbably Large Brain.
• Small Name, Big Ego: Claims to be a genius detective when Mario first meets him. He is in fact, not a detective at all.
• Thoroughly Mistaken Identity: He spends the entire game believing that he is talking to Luigi, and there's no telling him otherwise. He does eventually overhear somebody referring to Mario as Mario at the end of the game, at which point he seems to finally realize his mistake.

Goldbob and Family

A wealthy Bob-Omb family, who can normally be found travelling.

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• Education Mama: Sylvia thinks about giving Bub a learning set for his birthday. One of the Trouble Center side quests after defeating the Shadow Queen has Bub post a request asking Mario to help him make amends with Sylvia when they get into an argument over Bub refusing to do his homework.
• Henpecked Husband: Downplayed. Sylvia couldn't stand the noise of Fahr Outpost's cannon, so Goldbob shut it down.
• Honest Corporate Executive: Goldbob only allows Mario to use the Fahr Outpost cannon if he pays every coin he has at the time. However, he does return the money.
• Meaningful Name: Goldbob and Sylvia are gold and silver Bob-Ombs respectively, reflecting their upper class status.
• Rich in Dollars, Poor in Sense: Goldbob considers giving Bub a car or house for his birthday. Sylvia argues that Bub needs something that will further his education, not spoil him and tells him to quit thinking of his own status.
• Spoiled Sweet: Bub's dream job is to work on a train.

Toodles

• Gold Digger: Implied. In Chapter 3, she hangs around the Glitz Pit hoping to flirt with the champion (first Rawk Hawk, then Mario).
• Horrifying the Horror: Upon seeing Bowser, she's not afraid of him like nearly everyone else in the game. She's captivated by Bowser's horns and wants to mount them on her mantle, creeping out Bowser.
• Odd Friendship: With Jolene apparently, as shown in her trouble.
• Took a Level in Kindness: While never outright mean, she was far more dismissive towards Mario in Chapter 3. By Chapter 6, she seems to have taken more of a liking towards Mario and speaks far more nicely (if not a bit flirty) to him.

Other Characters

Professor Frankly

"Are all of you ready? And you there! In front of the TV! You listen up, too!"

A Goomba who is Goombella's old teacher at the University of Goom. He serves as the Mr. Exposition for Mario and his allies about the Crystal Stars.

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• Absent-Minded Professor: It takes some time for him to recognize Goombella, but he's clearly intelligent enough to have earned his doctorate.
• Big "WHAT?!": At times, when some new information about the Crystal Stars shows up.
• Breaking the Fourth Wall: At one point, he does so in order to get the player to pay attention, because this is a really important plot point coming up!
• Eccentric Mentor: A bit out there at times, and prone to sudden shocked outbursts, but he was the professor of both Goombella and Kolorado from the first game. He's also the one to give out most of the mechanical explanations and possible tutorials at the beginning.
• Hold Your Hippogriffs: "Great Goomba's ghost!" Interestingly, ghosts of Goombas actually appeared in Super Mario Land 2: 6 Golden Coins.
• Mr. Exposition: He gives you most of the information regarding the Thousand-Year Door.
• Suddenly Shouting: He's quite prone to this when scared or frustrated.

TEC-XX

"Princess Peach, teach me this feeling you call... 'love'."

The world's best computer, designed to be absolutely perfect, which runs the X-Naut Fortress. After Princess Peach was kidnapped and placed in her holding cell, TEC observes her and begins to fall in love with her. TEC tries to understand this feeling, and in exchange TEC allows her to contact Mario. Sir Grodus finds out about this soon enough, however...

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• A.I. Is a Crapshoot: A heroic example. He's Grodus' computer, and meeting Peach causes TEC to start to undermine his master.
• Almost Dead Guy: After Grodus shuts him off, he hangs on just long enough to tell Mario what's going on.
• Could Say It, But...: Gives Peach a "quiz" that, after a few questions to which she already knows the answer, reveals the villains' true plan.
• Disney Death: He doesn't know how, but thinks Peach had something to do with it.
• Dying Declaration of Love: He makes one to Peach as Grodus is shutting him down and taking her away.
• Grew Beyond Their Programming: His interactions with Princess Peach helped him grew out of his original purpose.
• Heel–Face Turn: While he initially refuses to consider the idea that Grodus is evil, he eventually helps Princess Peach escape once he learns how she factors into his plan.
• Lima Syndrome: He's under orders to keep Peach in the base. However, he develops feelings for her and is willing to help learn what Grodus is up to, help her learn where the base is and help send her messages to Mario.
• Loophole Abuse: He isn't allowed to directly tell Peach what the villains' plan is. But if he makes said plan one of the answers to a question on a multiple-choice quiz and Peach happens to guess correctly...
• Plot-Based Voice Cancellation: After Chapter 6, when telling Peach the villains will use her body to host the Shadow Queen.
• Rapid-Fire Typing: When Princess Peach types up her message to Mario on TEC's keyboard.
• Shout-Out: To HAL from 2001: A Space Odyssey. It's more obvious in the GameCube iteration's Japanese version and the remake, where his lens color is red instead of blue.
• Spanner in the Works: The egotistical Grodus admits he never imagined that TEC would ever betray him.
• Staying Alive: TEC caused the X-Nauts' base to self-destruct, but after the game is completed, not only is TEC still alive and well, but even the damn base is intact. Not even he has a clue how it is possible. If you go back to the moonbase for a chat during postgame, TEC mentions seeing a bright light and hearing Peach call for him just before he came online again. The Heroic Second Wind she gave the party against the Shadow Queen likely reached all the way up to him and the base...
• Stealth Pun: The X-Yux's tattle makes a note of how "X" can also be pronounced "Cross", so TEC-XX could conceivably be TEC-double cross.
• Token Good Teammate: Among the X-Naut society. Even at the beginning when he was fully loyal to Grodus, TEC was always polite and helpful to Peach, even letting her communicate with Mario. He even fits this role better than Vivian pre Heel–Face Turn.
• What Is This Thing You Call "Love"?: His Character Development consists of exploring this question. By the Wham Episode, he's finally found an answer to it.

The Black Chest Demons

"Be cursed!"

They are four entities Mario encounters, each of them hidden inside a black chest. After she was defeated, the Shadow Queen cursed them to be locked away in the black chests once they let go of the Crystal Stars for all of eternity. They "curse" Mario with a beneficial ability.

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• And I Must Scream: Played for laughs, as they sure act like they're inflicting this on Mario when they "curse" you. Their situation is a darker take on the trope, given they're actually the four heroes that sealed away the Shadow Queen, resulting in them getting cursed and trapped inside the chests for a thousand years.
• Cursed with Awesome: The black chests curse you... with the paper abilities you'll need to explore the next area/dungeon. One of the few instances where this is played for laughs. It's also justified by the fact that the "demons" are former heroes.
• Dark Is Not Evil: At first, the Black Chest Demons seem like evil spirits, but their effects really aren't that bad... and it makes sense, as they're the heroes who were cursed by the Shadow Queen to a Fate Worse than Death for eternity.
• The Faceless: Not the demons themselves, but their past selves. We never find out what the heroes looked like, only what species they were.
• Fallen Hero: Downplayed. The Black Chest demons are actually the four heroes who sealed away the Shadow Queen behind the Thousand-Year Door, only to be trapped inside the chests for their troubles and forced to curse whoever frees them. Mario does just that, leading to them gleefully savoring his supposed "suffering"; the only one who doesn't is the last demon, by which point Mario has caught on and let him do his spiel, with the demon giving him his thanks. While they technically work for the one they defeated now, they're still nothing but helpful to Mario, while simultaneously messing with him.
• False Innocence Trick: Every black chest you encounter will try its damnedest to convince you that it's an innocent victim trapped in a chest only to erupt out as an evil spirit and curse you. Of course, it becomes quickly apparent that Mario is being Cursed with Awesome, and the act has gone stale by the fourth chest, to the point that even Mario basically tells the chest he gets it and to curse him already, though said chest gets to still do their bit anyway and is thankful for the chance. Grifty's stories confirm that they are actually the four heroes of legend who originally sealed the Shadow Queen beneath Rogueport a thousand years ago, so in fact the trope is inverted; the Chest Demons are more-or-less benevolent spirits pretending to be evil for their own amusement.
• Fate Worse than Death: They were condemned to this by the Shadow Queen. Once they let go of the Crystal Stars, a black chest magically appeared to trap them for eternity.
• It Amused Me: When freed, they'll gleefully taunt Mario about how "awful" and "evil" their curses are, but the fourth chest confirms that it's all an act they're doing for their own amusement. Their own curse never even required them to do this; they just wanted to mess with Mario after 1,000 years of pure boredom.
• Loophole Abuse: The Shadow Queen's curse on the heroes forced them to inflict whoever opened their chests with a curse in return. She never said how they can curse someone, or even if it had to be detrimental to the opener. The demons know exactly what they're doing when they curse Mario with wholly useful abilities that he can activate on command.
• Monster Allies: When they were heroes. One of them was a Toad, who teamed up with a Goomba, Koopa Troopa and Boo.
• Noble Demon: What they're revealed as through the game's backstory. Even if they enjoy cursing Mario a little more than necessary, they're still former heroes and end up using their situation to benefit their savior instead of inconvenience them as intended.
• Precursor Heroes: They're the group of four that defeated the Shadow Queen a millennium ago.
• Sealed Evil in a Can: Played with throughout the game, in which Mario encounters four black chests containing supposedly innocent beings only to reveal themselves as evil spirits upon being freed, which they follow up by cursing Mario... with a Second Hour Superpower. Grifty's backstory about the four Precursor Heroes implies that they're the opposite trope.
• Stealth Mentor: While the Demons certainly appear evil, once you take their backstory into consideration, they look suspiciously like these (they'll even explain the effects of their "curses" all over again if you ask). Mario cottons on to the act by the time he reaches the fourth Chest Demon.
• Unishment: The "curses" that the black chests give Mario are really just new abilities.

Chet Rippo

A shaman living in Rogueport Sewers who can adjust the party's stats.

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• Status Buff: He can raise Mario's HP, FP, or BP in exchange for lowering the other two stats. He can also rank up the partners in exchange for lowering another partner's rank.
• You Don't Look Like You: The Chet Rippo from the original Paper Mario resembled a duck-like creature. This Chet Rippo resembles the shaman species, but with tattered robes. As explained by Old Wonky, this Chet Rippo is actually a different person.

Zess T.

A female Toad chef residing in Rogueport.

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• December–December Romance: She and Toadsworth apparently had a brief fling while he was staying in Rogueport.
• Meaningful Name: A chef named Zess T. referring to zesty flavors and her spicy personality.
• Sibling Yin-Yang: Implied to be Tayce T. and The Master's sister. While Tayce T. is a kindly old grandmotherly stereotype and The Master is strict but otherwise fair, reasonable and composed, Zess T. is quite abrasive with the example above and even with Mario ordering her a new contact lens, she calls him mildly demeaning nicknames.
• Supreme Chef: Gruff behaviour aside, Zess T. is a very talented cook, even if she doesn't appear to add love to her dishes.

The Pianta Syndicate

A crime syndicate running West Rogueport and rival to the Robbos running East Rogueport.

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• Always Someone Better: One of the first scenes in the game is the Piantas beating the Robbos in a fight while Mario is talking to Toadsworth. It reflects their sections of Rogueport; West Rogueport is decently safe while East Rogueport is, according to Goombella, "dangerous even for Rogueport".
• The Don: Don Pianta, obviously.
• The Dreaded: When Professor Frankly tells Mario to visit Don Pianta for a train ticket to Poshley Heights, all the partners will initially refuse. Frankie is also feared to a lesser extent by the Rogueport populace.
• Even Bad Men Love Their Mamas: Don Pianta genuinely loves his daughter Francesa and eventual son-in-law Franky. While he's introduced none too happy that they decided to elope, he angrily tells them he doesn't want to see them again and they can get lost. Its mostly an act to let them get together. After chapter 5, he's fallen sick from missing Frankie and Francesca and his henchman ask Mario and co. to bring them back home.
• Paper Tiger: Though they threaten Mario a few times, they never carry out such threats, even if the player has Mario give them cheeky answers. Granted, they are implied (and outright shown at the beginning) to be a lot more imposing towards the lesser thugs in Rogueport, and Mario likely could defend himself without too much trouble.
• Reasonable Authority Figure: Is touched that Mario is collecting the Crystal Stars not for the treasure, but to save a damsel he fell for and gives Mario a blimp ticket to Glitzville and a train ticket to Poshley Heights. The latter especially since he was in a coma and isn't fazed that Vinny and Tony promised Mario a ticket in exchange for bring Frankie and Francesca home from Keelhaul Key.

Dupree

A recurring blue Doogan with a disco themed outfit who shows up at various points in the game.

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• Abhorrent Admirer: He's regarded as such by nearly every woman he flirts with. The Twilight Town shopkeeper is the exception and describes him as "cute" and "strapping", though she's already Happily Married.
• Casanova Wannabe: He expresses interest in several women, but they either are politely uninterested or outright harsh towards him (especially Goombella).
• Disco Dan: His outfit makes him out to be one. At one point, Goombella mocks him for this.
• Gratuitous French: He speaks with a French accent, though it's unclear if it's real or if he fakes it to appear more romantic.
• Interspecies Romance: Tries to invoke this with Goombella, two Toads, a Twilighter, and a Bob-omb.
• Pet the Dog: In chapter 2, he tries to warn Mario and party about the Shadow Sirens planning on attacking them. Granted, he shows up after you've already fought them, but points for trying.
• Recurring Extra: He shows up in nearly every chapter.

Wonky

A patron of the underground bar who deals in information.

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• Cartoon Creature: Looks like Humpty Dumpty wearing nerd glasses.
• Player Nudge: Some of his tips are about relatively obscure things a player might not think to try on their first playthrough, such as hitting the "Candy Pops" on Pleasant Path repeatedly to get a horsetail item.
• Small Role, Big Impact: Beldam and the X-Nauts ambushed Peach right after she had mailed the Magical Map, intending to interrogate her over where she sent it. Wonky happened to walk in on them and freaked out at the sight, causing Beldam to consider there were "too many prying eyes" and retreat to the Moonbase to continue the interrogation in private. This bought time for the Magical Map to reach the Mario Bros. house without being intercepted.
• Suspiciously Similar Substitute: For Russ T. from the first Paper Mario. Unlike Russ, you have to pay for his tips.

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