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Characters from Super Paper Mario.

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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Heroes of Light & the Pixls


The Hero, as always, although this time he's only one of four. His special technique is the ability to flip between 2D and 3D.

See the main page for tropes regarding him for the whole series.

    Princess Peach

The fair princess of the Mushroom Kingdom, whose forced marriage to Bowser kicks off the plot of the game. After escaping the baddies, she opts to join Mario's quest, using her parasol to help him across large gaps and defend against enemies.

See the main page for tropes regarding her for the whole series.

    King Bowser

The King of the Koopas, who joins up with Mario when they meet up in the Bitlands. He does double the damage of the other characters and can roast enemies and light torches with his fire breath.

See the main page for tropes regarding him for the whole series.


Mario's underdog brother and the fourth Hero of Light. After being absent for most of the game, he joins up with his brother when the two of them reunite in the Underwhere.

See the main page for tropes regarding him for the whole series.

"We found each other again because we stayed alive... How can you admit defeat?! I will not! I will not give up! You promised we'd find happiness. You PROMISED!"

The first Pixl Mario meets in his adventure, Tippi originally lived alongside Merlon in Flipside. She provides the four heroes with information and advice in their search for the Pure Hearts, and is eventually revealed to be an amnesiac with an intimate connection to Count Bleck.

  • Adaptation Personality Change: In the Super Mario-Kun manga, she's a Genki Girl. This contrasts her game personality, where she is quite reserved.
  • All-Loving Hero: She's a firm believer that all life is priceless and meaningful, and tells Count Bleck to his face that he's sick for thinking otherwise. This clues him into the fact that she's his lost love, Timpani, as it harkens back to when they first met.
  • Amnesiac Lover: She had lost all her memories by the time Merlon found her. As the game goes on, she recalls her past as a human girl who was affianced to a certain Lord Blumiere, who turns out to be the true identity of Count Bleck.
  • Butterfly of Death and Rebirth: Her Pixl body takes the form of a butterfly, and was given to her by Merlon when she was found on death's door.
  • Defrosting Ice Queen: She tends to be reserved and quiet all across the game, but she does warm up to the heroes after they save her from Francis.
  • Deuteragonist: Her love story with Count Bleck forms the crux of the game's narrative, yet Mario is still technically The Protagonist.
  • Dub Name Change: From Anna, in Japanese.
  • Exposition Fairy: Almost literally. She even describes Pixls as being somewhat akin to fairies.
  • Florence Nightingale Effect: Her memories detail how she first met Count Bleck; she nursed him back to health after finding him injured at the base of a cliff. Their love for each other blossomed from that act of kindness.
  • Get A Hold Of Yourself Man: She gives one to Bleck after Dimentio assumes control of the Chaos Heart, reminding him of their loyalty to each other and the promises he made to convince him not to lose hope. This inspires the fealty of O'Chunks and Mimi to the count, which is enough to help the Pure Hearts overpower the Chaos Heart's defenses.
  • Like a Son to Me: Merlon grew quite fond of her after he found her and saved her from death, even showing shades of being an Overprotective Dad. He's crestfallen to hear of her sacrifice at the end of the game, but consoles himself with the hope that she is living happily with Blumiere.
  • The Lost Lenore: As a human girl, she was banished from her home dimension by her lover's xenophobic father. After failing to find her and unable to cope with the loss, Blumiere restyled himself as the evil Count Bleck, turning to the Dark Prognosticus to destroy everything that had taken her away.
  • Only Sane Man: She is this to the rest of the Pixls, all of whom are kooky oddballs in their own unique way. She also won't hesitate to call the four heroes out for making stupid choices, even leaving them to die if they, say, refuse to wear a helmet in outer space or decide to strike a Deal with the Devil.
  • True Sight: One of her abilities aside from Enemy Scan is to sense and see through illusions. This power was also said to be by possessed by one of the 12 Pixls who took down the Pixl Queen, suggesting she (or at least her Pixl body) could be the same one.
  • You Are Worth Hell: At the end of the game, she and Blumiere renew their vows in order to repower the Pure Hearts and reverse the world's destruction, despite knowing that their own existences will be forfeit. However, a post-credits scene shows the two of them living happily together in an unknown dimension.

    Other Pixls
Top row: Tippi, Barry, Slim, Dottie. Middle row: Cudge, Carrie, Thoreau, Boomer, Tiptron. Bottom row: Piccolo, Fleep, Dashell, Thudley.

A collection of "thinking tools" who were designed by the Ancients centuries before the game proper. Their purpose is to grant new powers and abilities to the Heroes of Light.

  • Action Bomb: Boomer fulfills this role.
  • All There in the Manual: Several of them are given distinguishing backgrounds and characteristics through their Catch Cards or by tattling them with Tippi.
  • Barrier Warrior: Barry projects a temporary barrier that damages any enemy who comes in contact with it, similarly to the Superguard move from the previous game.
  • Cloud Cuckoo Lander: All of them tend to be a bit...out there, in one way or another. For most of them, this is ostensibly because they've been locked inside treasure chests for the past 1,500 years, but even the ones who haven’t are still pretty bananas.
  • Drop the Hammer: Weirdly enough, Cudge isn't used as a hammer himself, despite being shaped like one. Instead, having him equipped allows the heroes to pull a hammer out of nowhere to smash things with.
  • Ground Pound: Thudley, in place of the Super Boots in the previous two games.
  • Hover Skates: Much like Lakilester, Carrie forms a platform the heroes can ride upon to pass safely over spikes, deep water, and other hazards.
  • Invisibility: Slim combines this with the "turn sideways" ability from the previous game. Mario can use him to slip through cracks in the environment, and standing perfectly still renders him completely undetectable and intangible.
  • Last of His Kind: Originally, there were many more Pixls, before they staged a rebellion and tried to overthrow their creators. The ones used by the heroes (with the exception of Tippi, who was created recently) are the original 12, who were used to capture and destroy all the rest.
  • Magic Music: When used, Piccolo plays tunes for the heroes that rid them of status ailments. Her music can also be used to lull the Underchomp to sleep.
  • Optional Party Member: Barry, Piccolo, Dashell, and Tiptron.
  • Power Fist: Thoreau allows the heroes to lift up and throw enemies and objects, and can even be shot out to grab items and hit switches that are otherwise out-of-reach.
  • Punny Name: Their names all double as puns pertaining to their abilities.
  • Shrink Ray: Dottie is this, in essence. She shrinks the heroes down to allow them to enter small passages or evade detection by enemies.
  • Soul Jar: According to lore, all of them are said to contain the souls of the game-over'd, who were living people before they became Pixls.
  • Sprint Shoes: Dashell increases the heroes' movement speed by a tremendous amount.
  • Suspiciously Similar Substitute: The first few of them are obvious counterparts to some of the partners from the previous two games, while the later ones grant abilities that were originally obtained through items or the Black Chest Demons.
  • Verbal Tic: Boomer peppers his speech with various explosive sound effects, ssss-BLAMMO! Piccolo occasionally does the same, with various sound effects, in general. TWEET!
  • The Voiceless: None of them have any lines after they are first introduced to the heroes.


Count Bleck & his minions

A group of people led by Count Bleck to help him destroy all worlds and remake them as perfect ones.

    Count Bleck/Lord Blumiere

"Bleh heh heh heh heh heh... the man known as Blumiere died long ago. Now there is only Bleck! The Dark Prognosticus' choice to fulfill the prophecy. Nothing more!"

The apparent Big Bad of the game. Using the Chaos Heart, Count Bleck wishes to destroy all worlds and starts off the apocalypse by marrying Bowser and Peach.

  • Affably Evil: He uses polite language and never punishes his minions physically. He's also trying to destroy the multiverse.
  • All-Encompassing Mantle: His torso might actually be the mantle.
  • Amazing Technicolor Population: He has dark blue skin, presumably owing to his roots in the Tribe of Darkness.
  • Anti-Villain: Type I and II. He genuinely cares for his minions and is motivated by deep sorrow rather than evil.
  • Aristocrats Are Evil: He is a count who seeks the destruction of The Multiverse. Downplayed as he is Affably Evil and a Woobie, Destroyer of Worlds.
  • Ax-Crazy: He's more composed and polite than Dimentio, but he's still one of the darkest villains Mario has ever faced. The loss of his fiancée, combined with the corrupting influence of the Dark Prognosticus, drove him so insane that he not only killed his own father to avenge her, but also seeks the destruction of all universes out of spite; while understandable, he's basically willing to involve untold innocents in a selfish attempt to Put Them All Out of My Misery.
  • Badass Cape: He wears a white cape with a Star-Spangled Spandex interior.
  • Badass in a Nice Suit: He is a Man of Wealth and Taste and capable of fighting.
  • Became Their Own Antithesis: The All-Loving Hero who cherished the universe was corrupted by a tragic incident into an Omnicidal Maniac who sees no value in anything. Lampshaded by Nastasia before The Reveal of his true identity.
    Nastasia: It's strange... Nobody ever, um, cherished the universe the way you once did... And yet, you've been made to destroy it...
  • Beneath the Mask: He is initially portrayed as a mustache-twirling villain, but he eventually turns out to be an anti-villainous Tragic Villain whose love made him evil in the first place.
  • Benevolent Boss: He is surprisingly nice for someone having a Suicidal Cosmic Temper Tantrum. When Nastasia thinks he's going too far, he offers to let her retire with his blessing, which she refuses anyway. This extends to his other minions as well; he never resorts to physical punishment, and he doesn't even punish them himself; he leaves that to Nastasia, who gives rather harmless punishments like "write a 1000 page essay".
  • Big Bad: The main villain of the game. Or so it seems at first.
  • Broken Bird: Gender Inverted. He was an All-Loving Hero until he crossed the Despair Event Horizon upon losing Timpani. This made him a Straw Nihilist because he thought that life was meaningless without her.
  • Cheshire Cat Grin: Only briefly, after being defeated by the heroes, do we see his smile become a frown.
  • Classy Cane: In keeping with his gentlemanly mannerisms.
  • Darth Vader Clone: He is an Anti-Villain and Magic Knight with a Badass Cape who is driven by the loss of his love. He is related to one of the heroes (in this case, as Tippi's Love Interest). He is also being manipulated by Dimentio, a villain with similarities to Palpatine (a charming yet sociopathic schemer and Chessmaster who lacks any sympathetic qualities and who uses the lost love to string along the Vader character), and he ultimately turns good and helps defeat Dimentio.
  • Death Seeker: What he becomes after finding out that Timpani is still alive; he knows his plan is too far along to be undone, and that the only way to stop the Chaos Heart is by letting the heroes stop him.
  • Despair Event Horizon: Crossed this after losing Timpani and coming to the conclusion that she died, leading to his transformation into Count Bleck.
  • Dub Name Change: From Count Noir, in Japanese.
  • Evil Laugh: "BLEH HEH HEH HEH HEH! BLECK!"
  • Freudian Excuse: His desire to end all worlds stems from his heartbreak over the loss of the woman he loved, who was banished from their dimension by his racist father.
  • Generic Doomsday Villain: Played straight, deconstructed, and averted all in one. In his first few moments, he appears to play this straight as he plans to destroy the world for no reason, but as the game progresses, this view gets deconstructed as his thin mask of a doomsday villain chips away and his true side begins to manifest. After the end of each chapter, you hear the memories of two characters named Blumiere and Timpani falling in love with each other. At first, this sounds like an irrelevant filler side story, but as the story progresses, more and more connections between this side story and the main story begin to show. If the Generic Doomsday Villain façade didn't break with Bleck muttering Timpani's name in the Sammer Guy kingdom, they certainly did when Dimentio outright says Blumiere's name in the face of Bleck and even further when the final memory reveals that Blumiere became Bleck when he read the Dark Prognosticus out of despair and went insane because of the aformentioned cursed book.
  • Gentleman Wizard: He's an Affably Evil wizard in a white suit who uses a ruby-tipped magic cane and owns a complex castle.
  • High-Class Glass: He wears a monocle, likely from his days as Blumiere, the son of a noble.
  • High Collar of Doom: He has a high collar and is an Omnicidal Maniac.
  • Invisible Anatomy: He's got floating arms and no legs. It's been debated if he even has a torso under that shirt of his.
  • I've Come Too Far: He does one of these every time Nastasia tries to talk him out of his goal to destroy worlds, and even after he really wants to back out.
  • Large Ham: I am indeed a big ham, mused Count Bleck.
  • Leitmotif: Overall, he has two: one which fully embraces the count's villainous role and shows that he's not one to be trifled with, and one that shows up when the cracks revealing his Tragic Villain nature begin to show.
  • Light Is Good: When he's Blumiere. His real name is based on "blue" and "lumière", the French word for "light" note .
  • Love Makes You Evil: He turned evil from the despair of losing Timpani.
  • Love Redeems: He turns good again after he finds out Timpani is not dead.
  • Manipulative Bastard: In the English translation, Carson states that Count Bleck "played upon [O'Chunks'] shame and depression to enlist him in his service." This is not the case in the original Japanese, where Carson only states that O'Chunks joined Count Bleck after the latter saved the former's life.
  • Third-Person Person: Always refers to himself in the third person. It's implied to be due to him narrating the text of the Dark Prognosticus, as he drops the tendency after his Heel–Face Turn.

"Just sit tight a sec, 'K? 'Cause I've just got to brainwash you real quick."

The second-in-command to Count Bleck. She brainwashes some of Bowser's minions into following the glorious Count should they threaten to rebel against him.

  • Charm Person: Her signature ability. Without it, Peach would never have said "I do" to the marriage, and broken all of reality in the process.
  • The Comically Serious: She has the personality of a jaded, beleaguered secretary and only loses her cool about two or three times in the whole game, which contrasts with the much more animated and out-there personalities of the other minions.
  • The Confidant: Nastasia is this to Count Bleck. She knows about his true goal with the Void and why he does it. And thus she knows about his past as Lord Blumiere and his lost love Lady Timpani. She only talks about these with the Count when they are alone and never mentions those to any other of the Count's minions.
  • The Dragon: Count Bleck's right-hand woman.
  • Humanity Ensues: It's implied that she used to be a bat that Count Bleck saved, and she became a human to serve him out of gratitude.
  • Heroic Sacrifice: She intercepts Dimentio's attempt to assassinate Count Bleck by taking the blow for him.
  • I Owe You My Life: Pledged Undying Loyalty to Count Bleck for freeing her from a trap when she was a bat.
  • Ignored Enamored Underling: Nastasia has an obvious crush on Count Bleck, but she knows that there is nothing she could do to replace Timpani. In the post-game, she is still coming to terms with the fact that Bleck and Timpani are gone, saying that she understands what it was like when Blumiere became Bleck.
    Nastasia: [quietly] If I could... um, I...
    Count Bleck: You'd what?
    Nastasia: If only I could have, y'know, been that girl... Things would have been different...
    Count Bleck: [shaking his head] She cannot be replaced. You cannot hope to do so, Nastasia.
    Nastasia: Yeah, um, I'm very sorry. That just slipped out.
  • My Master, Right or Wrong: She objects more than once to the ambitions of Count Bleck's scheme, but sticks by his side even when offered the chance to leave with his blessing.
  • Prim and Proper Bun: She wears her hair in a high bun, signifying her serious and professional personality.
  • Scary Shiny Glasses: Her eyes are almost never seen through those things. At least, until the reveal, when Dimentio hits her as she takes a hit for Bleck. They're closed until she wakes up, however.
  • The Stoic: Almost always calm and collected. That is, until Bleck and Tippi sacrifice themselves, after which she bursts into tears.
  • Taking the Bullet: She ends up taking an attack from Dimentio that was meant for Count Bleck.
  • The Unfought: She is the only member of the main group of villains who isn't fought, though she was also the only one who had no real combat abilities.
  • Verbal Tic: She has one, 'k?
  • You Have Failed Me: Variation. She doesn't kill those who manage to disobey or fail a mission, but she does punish them by having them write a thousand-word essay and singing praises to Count Bleck multiple times (as she demonstrates with O'Chunks).

"C'mere an' I'll introduce yeh to Fist Jr. an' his wee pal, Slappie!"

One of Count Bleck's less intelligent minions, he speaks with a thick Scottish accent and is constantly ready to brawl.

  • Badass Normal: O'Chunks doesn't have any magic, transformation abilities, or giant robots to fight with. He holds his own quite well with just his bare hands.
  • Brainwashed and Crazy: O'Chunks as O'Cabbage: Basically, Dimentio planted a floro sprout on O'Chunks to brainwash him (and see their effectiveness). It works in brainwashing him and fighting Mario, but his vocabulary decreased as a result, only being able to spout random plant names while under control. It's later implied that O'Chunks was actually the first attempt before Dimentio perfects the other floro sprout to use on Luigi as part of his own evil plan.
  • The Brute: Physically the strongest and biggest of Count Bleck's bunch, with a skull as thick as his accent.
  • Dark and Troubled Past: Carson states that he was once a general who led 1,000 men into battle, but they were all killed when one of his trusted advisors sold him out to the opposing army.
  • Dub Name Change: From Dodontasu.
  • Evil Brit: Well, he certainly has the Scottish accent down.
  • Evil Counterpart: To Bowser, being The Brute to Bowser's big guy.
  • Fake Special Attack: Getting grabbed by him results in him spinning the victim around before tossing him around the screen like a pinball, after which he does a victory pose complete with explosions. It does a whopping 1 damage in the first fight against him, and while it does get stronger in subsequent battles it's still no more damaging than any of his other attacks.
  • Fartillery: In his Duel Boss battle against Bowser in Chapter 8. This is also how O'Chunks flies away after you beat him.
  • Heel–Face Turn: He also redeems himself with Nastasia and Mimi.
  • I Shall Taunt You: If he manages to toss you, he'll do a strange victory dance (unless you're using Peach). He'll also laugh if he manages to jump directly on you.
  • Ignored Enamored Underling: O'Chunks has an unrequited crush on Nastasia, his superior. She also happens to have a crush on HER superior, Count Bleck.
  • Leitmotif: O'Chunks, Warrior.
  • Meaningful Name: His name in Japanese (Dodontasu) possibly comes from the word dodon (駑鈍), which means foolish. Fitting for the brutish muscle.
  • My Greatest Failure: Carson's story on him reveals that he used to be a general who led 1000 soldiers into enemy territory, but he lost every one of them when one of his higher subordinates double-crossed him. Bleck played on the guilt of this event to eventually sway him to his side.
  • Noble Male, Roguish Male: The Roguish Male to Count Bleck's Noble Male.
  • Recurring Boss: Fought four times, more than any other boss in the game.
  • Red Oni, Blue Oni: The red to Count Bleck's blue.
  • Sensitive Guy and Manly Man: Manly Man to Count Bleck's Sensitive Guy.
  • Violent Glaswegian: Well, he's violent, and he's got the accent to match.
  • Worthy Opponent: Considers Bowser to be this after O'Chunks is defeated by him inside Castle Bleck.
  • Wouldn't Hit a Girl: Downplayed; he'll still enter into battle if approached by Princess Peach, but he has some reservations about doing so and only does it because she's an enemy of Count Bleck. Also, his special attack will be briefer than usual if she's on the receiving end, and he leaves out his victory dance, as well.
  • Wrestler in All of Us: He has a move where he grapples and spins his enemies around before tossing them.

Click here to see her spider form 
"I like getting what I want, so I do whatever I need to get it."

An apparently sweet and innocent minion who is very much not.

Click here to see Super Dimentio 

"It would be so very DULL if your journey ended so easily... Instead, it ends with... magic!"

A magical, dimension bending jester who serves as one of the main lieutenants of Count Bleck. A sociopath, and a deranged one at that, he is always smiling and enjoys speaking in strange similes. Although he appears to be a mere minion, there is more to him than meets the eye.

  • Ax-Crazy: Oh yes. Don't let that cute jester look fool you, he's one of the most deranged villains in the Mario series, and rivals Kefka in sheer insanity.
  • Badass Finger Snap: The way he activates his spells, which often result in Stuff Blowing Up.
  • Beware the Silly Ones: He doesn't look like much at a glance, but going by how he manipulates the plot, it seems likely that he could have gone and killed the heroes while they were searching for the Pure Hearts if he really wanted to, and he's only stopped because Count Bleck and his henchmen re-energize the Pure Hearts and make him vulnerable.
  • Big Bad: The true mastermind behind all the events in the game.
  • Blatant Lies: His Leitmotif is called "Dimentio, Charming Magician". He is anything but charming!
  • Boss Remix: The Ultimate Show is a remix of his Leitmotif, a fitting enough theme for the Final Boss.
  • Bright Is Not Good: Wears a bright purple and yellow jester costume and his Energy Balls are colored the same way. Despite this, however, he is most definitely not good.
  • Catchphrase: "Ciao!"
  • The Chessmaster: Manipulated both the heroes of light and his own allies for his own ends. It is also heavily implied that he was responsible for several of the events foretold within the Dark Prognosticus, and possibly even creating the Dark Prognosticus itself.
  • Circus Synths: This wicked jester is sometimes associated with electronic music:
    • "It's Showtime", his normal battle theme, combines circus horns with a variety of synth sounds. This, combined with the frantic melody, creates an overwhelming feeling.
    • "The Ultimate Show", the battle theme for Dimentio's One-Winged Angel form as the Final Boss, has a melody of distorted circus instruments, accompanied by a techno bassline and beat.
  • Classic Villain: Dimentio represents Ambition, being a harlequin-like villain who wants to remake the world in his image. While deceiving his ambiguously villainous boss into thinking he's on their side, he essentially deceives the player into thinking he's going to turn out to be on the hero's side the whole time. It turns out that while his boss wants to destroy the universe completely, he wanted to remake it into something better (IE, his). After usurping his boss' power, he is defeated after a Final Battle in a nightmarish room covered with his trademark harlequin smile.
  • Color Contrast: Other than black, his outfit is in yellow and violet shades, one of the rarer seen ones. Likely because said colors represent some of his personality.
  • Darker and Edgier: Dimentio is easily one of the darkest villains the Mario series has produced, rivaling the Shadow Queen, the Shroobs, the post-Sanity Slippage King Boo, and the Megabug in terms of sheer malice.
  • Didn't See That Coming: His plan was very nearly a Xanatos Gambit except for a single flaw: he didn't know that the Pure Hearts could be revitalized after already being used.
  • Die Laughing: Gives one final bout of laughter as he dies.
  • Dissonant Serenity: Rarely loses his cool and always maintains a perpetual Psychotic Smirk. What makes this scarier is that we never know if it's a mask or his actual face.
  • Eldritch Abomination: Possibly. His One-Winged Angel form? Definitely.
  • Energy Ball: His Signature Move.
  • Enigmatic Minion: Not much is known about him or his background. He is hinted to have been a mercenary at some point.
  • Evil Cannot Comprehend Good: The reason why he ultimately failed. He was sure the power of the Pure Hearts had been used up against Count Bleck, only for Count Bleck and Tippi's love to revive them.
  • Evil Genius: Cold, calculating, cruel, and he fights with magic. And what truly cements his role as this is that he is a mastermind manipulating everyone in the game to his own ends.
  • Evil Is Hammy: Everything Dimentio does is done with a theatrical flourish; he treats his entire Evil Plan like a piece of theater. And the titles of his Leitmotifs best exemplify this.
  • Evil Is Petty: As if his other misdeeds weren't bad enough, when the heroes succeed in defeating him, he's so spiteful that he leaves behind a shadow of his power that will keep The Void in existence long enough to ensure the end of all worlds with no chance of them coming back. It's only thanks to Tippi and Bleck pulling a Heroic Sacrifice that the universe is spared.
  • Eviler Than Thou: He betrays Count Bleck after the latter's defeat, revealing that he was the true mastermind who played everyone all along and plans to remake the universe in his image.
  • Famous Last Words: "Urrrrrrk... Unngghhhh... You think this is the end? This isn't finished... you can't... stop this now... you can't escape... I've been saving one last surprise... ah ha ha ha ha ha ha ha... ciao!"
  • Faux Affably Evil: He seems like a decent and polite enough guy at a glance, but beneath the amicable façade lies a true rarity within the famously family-friendly Mario franchise — a cold-blooded killer played completely straight.
  • Final Boss: Of Super Paper Mario, as Super Dimentio.
  • Floating Limbs: He has no arms.
  • Godhood Seeker: His basic goal. Why does he want to accomplish this? No reason whatsoever; he's just nuts.
  • Gratuitous English: At one point, he says "it's a Showtime" in the original Japanese.
  • Gratuitous French: In the original Japanese, where he peppers his speech with French words, such as "bonjour", "bon voyage", and "mademoiselle". This didn't carry over in the English translation.
  • Gratuitous Spanish: At one point, he uses Spanish words such as "señor" and "señorita" in the original Japanese.
  • The Heavy: Appears the most out of Count Bleck's minions, and his actions, not Mario's and not Bleck's, are usually responsible for the plot's biggest upsets. And the reason for this is that he is the real Big Bad.
  • Hero Killer: He technically kills all four of the protagonists, blasting Mr. L to the Underwhere after he loses to the heroes a second time, and the other three aforementioned heroes when they're out of options to get to the next Pure Heart. Granted, it turns out that they survived their dispatching, and there was nothing the least bit subtle about how it was portrayed.
  • Humongous Mecha: Judging from its appearance and attack cues, Super Dimentio seems to be one of these.
  • I Meant to Do That: When he first fights the heroes by sending them to Dimension D, he is stunned when he realizes that Dimension D makes both himself and his opponent stronger, but he laughs it off as a warm-up.
  • I Need You Stronger: Dimentio interferes with the protagonists for this purpose, allowing them to defeat Count Bleck, thus freeing the Chaos Heart for him to use.
  • Incoming Ham: Whenever he appears, expect him to throw out a random simile or two.
  • Invisibility: Uses this to spy on several characters. It's how he was able to learn Tippi's true identity.
  • Knight of Cerebus: A case where a villain gets darker as the game progresses. At first, Dimentio is as lighthearted and silly as the rest of Count Bleck's band. But as his plans and motives are revealed, he reveals himself to be utterly psychopathic. And when his plan to remake the universe is foiled, he decides to destroy it all anyway out of sheer spite.
  • Lack of Empathy: He only viewed Count Bleck's depressed state and feelings for Timpani/Tippi as a weakness to be exploited, which he did exploit. Because of this, he also legitimately thought that, once the Pure Hearts were used up to defeat Bleck, they wouldn't ever return, thus allowing him to take over the Chaos Heart without risk of being defeated. He was proven wrong, as they came back due to the pure love of Bleck and his followers.
  • Large Ham: Half of his dialogue consists of laughing at the heroes and making similes. He's pretty over the top, fittingly since he is a jester.
  • Laughably Evil: He's a despicable little sociopath, but his hilariously hammy antics and bizarre speech patterns all but force you to like him.
  • Leitmotif: Dimentio, Charming Magician.
  • Mad Bomber: His nastiest technique and preferred method of killing is to create a barrier around his victim, then set off explosions inside.
  • Magical Clown: This wicked jester has control over dimensions. He can even create his own!
  • The Man in Front of the Man: There are hints that he might have been the writer of the Dark Prognosticus or at least was involved in its creation, meaning that he would be this as everything Bleck did in the game would be traced back to him.
  • Manipulative Bastard: As Count Bleck learns the hard way.
  • Meaningful Name: His name is a play on the words "dimension" (referencing his Reality Warper powers) and "demented" (because he's batshit insane).
  • Me's a Crowd: He can replicate himself during boss fights. During the Castle Bleck level, he floods a hallway with replicas of himself to spam projectiles and push characters back.
  • Monster Clown: Especially Super Dimentio.
  • Multiple-Choice Past: Dimentio's past has never fully been revealed and what information we do have is conflicting at best. He was either a mercenary with dimensional magic, a descendant of the magician who created the Pixls, or he could be both.
  • Near-Villain Victory: His plan was perfect, except that the Pure Hearts regenerated because of the Undying Loyalty of Count Bleck's minions.
  • The Nicknamer: He calls a brainwashed O'Chunks "O'Cabbage". Even more so in the original Japanese, where he has a tendency of giving nicknames to some people: Mario is "Beardbeard-kun" or "Monsieur Beardbeard", Luigi is "Luilui-kun", Peach is "Mademoiselle Peach", Bowser is "Spikespike-kun", O'Chunks is "Dodonta-kun" ("Dodonta" being part of his Japanese name), and Mr. L is "Elilin".
  • Not-So-Harmless Villain: At first, he seems like a somewhat ditzy and lighthearted magician... until he appears to outright murder Mario, Luigi, Peach, and Bowser with no hesitation or remorse, and it all goes downhill from there. If he didn't need the good guys for The Plan, he could just pop in and kill them whenever he wanted to.
  • Not-So-Well-Intentioned Extremist: Double Subverted. Dimentio reveals to Mario and Luigi that he was Playing Both Sides to stop Count Bleck because unlike Count Bleck, he actually does want to create new worlds after destroying the old ones. After Count Bleck's defeat, he takes over Bleck's plan so he could remake existence to his whims, proving he is only in it for himself by attempting to destroy all reality out of spite once defeated. Even if he did manage to Restart the World, it is safe to say that no one would benefit from it, since he's an Ax-Crazy Sociopath who doesn't understand the concept of love or care about anyone but himself.
  • Obfuscating Stupidity: He's just a ditzy little jester, right? He doesn't look that dangerous.
  • Omnicidal Maniac: When beaten for the final time, he decides to take the multiverse with him to the grave.
  • One-Winged Angel: Super Dimentio, a Fusion Dance between him, the Chaos Heart, and Luigi.
  • Perpetual Smiler: Always maintains that ever-present smile, even when committing horrific acts.
  • Playing Both Sides: Manipulated Count Bleck and the heroes into helping him obtain the Chaos Heart.
  • Power Floats: He's never seen walking, for some unknown reason.
  • Pragmatic Villainy: Technically, he does help Mario, Peach, and Bowser out at one point by sending them to the Underwhere, where they find Luigi and a way to restore the purple Pure Heart, but this is only because it will bring him one step closer to defeating Count Bleck and stealing the Chaos Heart from him.
  • Psycho for Hire: Hinted at with Carson's mention of his having a mercenary background.
  • Psychotic Smirk: His default expression.
  • Put the "Laughter" in "Slaughter": He gives out an "Ah ha ha" after "killing" Mario, Peach, and Bowser.
  • Reality Warper: He can summon his personal dimension called "Dimension D" at a whim. Considering that he's implied by Carson to be a descendant of the magician who created the original Pixls, it's not surprising.
  • Recurring Boss: He is fought three times. Once in Chapter 3-3, a second time as a Duel Boss battle with Luigi, and a third time as the Final Boss, Super Dimentio.
  • Restart the World: Unlike Count Bleck, Dimentio plans to remake the world in his own twisted image.
  • Riddle for the Ages: Where did he come from?
  • Sadist: It's not hard to see him as one considering he makes constant jokes when killing others and he promised to torture Count Bleck and the others when he was done with Mario and Co.
  • Send in the Clones: He can split himself into quite a few copies.
  • The Sociopath: Incredibly manipulative, has nothing resembling empathy, constantly smiles when performing horrific acts as well as making cruel jokes when killing and other atrocities. Tippi even outright calls him one.
  • Split-Personality Merge: At first, the brainwashed Luigi merged with the Chaos Heart is only capable of saying "GREEEEEEEEEN!" Once Dimentio merges with them, he gains control, and talks the same way he normally does, except for shouting "L-POWER!", hinting that there's a touch of Luigi, or rather, Mr. L's personality in there too.
  • The Starscream: He is first seen as a servant to the Big Bad Count Bleck, even mentioning it himself throughout the game, but it turns out, Dimentio himself is the true Big Bad who only teamed up with Bleck for his own means: to get the Chaos Heart. He later betrays Bleck and attempts to destroy the world himself.
  • Stepford Smiler: Type III. He wears an ever-present smile, but is a complete maniac.
  • Suicidal Cosmic Temper Tantrum: Falls back on this plan after his One-Winged Angel form is defeated.
  • Taking You with Me: Double Subversion: At first, after Luigi defeats Dimentio, Dimentio seemingly attempts to invoke this trope on Luigi, apparently in order to keep him from Bleck's "velvet-lined hands" by trapping Luigi with him in his explosion barrier (the same one that "killed" Mr. L/Luigi the first time as he later did Mario, Bowser, and Peach). However, it was later revealed that Dimentio actually softened the blow so it only knocked Luigi unconscious and allowed himself to survive, as part of a plan so he could then implant a floro sprout on Luigi so that he could then brainwash Luigi into merging with the Chaos Heart (and then merge with the both of them). However, after his final defeat, Dimentio decides to take the multiverse with him to the grave.
  • Talks Like a Simile: "And now we must duel, like two glimmering banjos on a moonlit stoop!"
  • Technopath: Dimentio short-circuits Fracktail at the beginning of the game, making it attack Mario.
  • To Create a Playground for Evil: He wants to create a perfect world under his rule. What his idea of "perfect" could be is anyone's guess, but is unlikely to be anything good.
  • Troll: Apart from being outright evil, he likes screwing with people on a small scale too. Mimi is furious when she realises he's been reading her diary.
  • Vile Villain, Saccharine Show: It's very jarring to find a character who is as insane and murderous as he is in a Mario game, even with his Laughably Evil tendencies. The only ones who could even compare to him are the Shadow Queen, King Boo, and the Megabug.
  • Villainous Harlequin: He certainly has the jester's outfit and personality down. He's also the most villainous character in the game.
  • Villainous Breakdown: He becomes an Omnicidal Maniac after being defeated by Mario and company for the last time.
  • Villain Teleportation: How he gets from point A to point B.
  • Walking Spoiler: Truly, there's more to him than you'd think.
  • We Can Rule Together: Tries to convince Mario and Luigi to join him to defeat Count Bleck, explaining how he has helped them. Accepting this offer rewards you with a Non Standard Game Over where Mario and Luigi are brainwashed into serving him.
  • Zerg Rush: Somewhat. In 8-3, he completely floods a hallway with clones of himself. They don't actually hurt you, but will continuously push you toward the center of the hallway and away from the objectives you're trying to reach.

    Mr. L
"The Green Thunder strikes like lightning!"

A new minion hired by Count Bleck, who appears halfway through the game. While he attempts to fight the heroes of legend by his lonesome, he proves no match for them and thereafter resolves to fight them with his Humongous Mecha "Brobot".

Just who could this mysterious masked man be? Certainly not a Brainwashed Luigi!

  • Affably Evil: Unavoidable when your real persona is such a Nice Guy as Luigi.
  • Apocalypse Maiden: Gender inverted. The Dark Prognosticus identifies him as the ideal host for the Chaos Heart. It's ultimately "the man in green" who will decide which prophecy will come true, though he may not get to decide for himself.
  • Brainwashed and Crazy: Mr. L's identity and origins are the biggest mystery of the game (again, he's obviously Luigi). The heroes are stymied by this mysterious man.
  • Casanova Wannabe: We're never sure how successful he would be in other contexts.
    Mr. L: Hey there, gorgeous. Don't you know a chaos wasteland is no place for a stunner like you?
    Princess Peach: I demand you take off that mask and show us who you really are! Hmmpf!
  • Catchphrase: "L-ater".
  • Clark Kenting: Nobody recognizes him as Luigi, not even his own brother.
  • Companion Cube: Mr. L expresses sentiment and affection for Brobot. Perhaps a substitute for his unconscious recognition of a real brother?
    Mr. L: He and I share a spiritual bond, you know?
  • Eye Beams: Brobot can shoot small lasers in his first fight. L-Type launches a more sustained laser.
  • Famous Last Words: "Hey, now! Whoa! What's this! You've lost your mind, Dimentio!" He gets better.
  • Floating Limbs: Brobot L-Type's hands are separate units that can Rocket Punch.
  • For the Evulz: He appears after the end of Sammer's Kingdom to steal a dead Pure Heart. He claims he's swiping it for kicks, though he's more likely saying that just to cheese the heroes off.
  • Gadgeteer Genius: An expert in brobotics, to be sure.
  • Humongous Mecha: He built the Brobot himself.
  • I Shall Taunt You:
    Mr. L: Hey, Miss Pink n' Frilly! Try not to get kidnapped before I defeat you!
  • In a Single Bound: Mr. L is known for his superior jumping ability. He does not take to being bested by another jumper of inferior ability.
  • In Name Only: Dimentio introduces a second Mr. L during the climax of the game (a variation on Came Back Wrong) by re-brainwashing Luigi. But Dimentio's Mr. L shares no traits with the original aside from being a brainwashed Luigi, as this version expresses neither thought nor sentiment, being controlled through a sprout of the Floro Sapiens' make instead of by Nastasia's powers. The second incarnation is then hurled into a Fusion Dance with the Chaos Heart to form the final boss, Super Dimentio.
  • In-Series Nickname: The Green Thunder, which may possibly be a Mythology Gag reference to Paper Mario's sister series.
  • Insufferable Genius: He is both insufferable and a genius, although the two are kind of separate.
  • Kick the Dog: His introduction to the heroes has him jump down and stomp Squirps on the head, followed by literally kicking him offscreen a few seconds later.
  • Large Ham: Enough to rival Dimentio, though he's still out of his league, ultimately.
  • Leitmotif: Mr. L has a bouncy, slightly disoriented theme that gets three different Boss Remixes, one for Brobot, one for Brobot L-type, and one for Super Dimentio, the last of which is arranged with the themes for Dimentio and the Chaos Heart.
  • Mid-Season Upgrade: Brobot L-Type has hands and feet.
  • The Nicknamer: Mr. L doesn't bother with names. When taunting the heroes, he addresses Mario as "Mr. Jumpsallthetime", Peach as "Ms. Alwaysgetskidnapped", or Bowser as "Mr. Getsfoiledallthetimebytheredguywiththemustache", among others; this may indicate that he still retains his memories from while he was Luigi.
  • One-Winged Angel: He's the base for Super Dimentio, along with the Chaos Heart. Dimentio doesn't even jump in until later!
  • Paper-Thin Disguise: While he's obviously a brainwashed Luigi, none of the characters (besides Mario, maybe) recognize him.
  • Pre-Asskicking One-Liner: Before the first Brobot fight begins.
    Mr. L: Enough playing, already... NOW FOR PAIN!
  • Secret Identity: It may be that he himself doesn't know, no matter how many times he's told to take off his mask.
  • Shadow Archetype: For Luigi. Notably, Mr. L is clever, aggressive, and skilled with machines, suggesting Luigi has potentials yet untapped.
  • Shout-Out: He's one giant reference to various Tatsunoko anime series, most notably Yatterman.
  • Sucking-In Lines: During his first fight, Brobot can suck the players in, chomp on them for a bit, and then spit them out. How you see the line in space is a question you really shouldn't ask.
  • This Was His True Form: After Dimentio "kills" him, he turns back into Luigi and wakes up in the Underwhere, confused and scared.
  • Unexpected Shmup Level: The second phase of his first Boss Battle is a dogfight in space.
  • Use Your Head: In the first Brobot fight, Brobot has a ramming attack. Brobot is also a giant head. Do the math.
  • Walking Spoiler: Well, he would be if he did a better job at hiding his identity.
  • Would Hit a Girl: Despite fawning over Peach's beauty, he has no qualms about trying to kill her with his brobot. His mistake.
  • You Have Outlived Your Usefulness: Gets sent by Dimentio to the Underwhere after he loses to the heroes the second time.



A robotic dragon, created by the Ancients, who guards the Pure Heart in Yold Desert from lawless intruders. He wanted to let Mario pass through and grab the Heart, knowing he was the hero, but Dimentio corrupts him into fighting Mario. He's the boss of Chapter 1.

  • Attack Its Weak Point: You have to throw the Frackles on his back at his horn to defeat him.
  • Brainwashed and Crazy: Thanks to Dimentio.
  • Colossus Climb: You have to get on his back by flipping into 3D, but that's all.
  • Dying as Yourself: He reverts to normal just before dying, imploring Mario to stop the end of all worlds.
  • Famous Last Words: "PLEASE... YOU MUST... SAVE... OUR... WORLD..."
  • Flunky Boss: There are enemies called Frackles on his back. You have to throw them at the antenna on Fracktail's head to defeat him.
  • Gentle Giant: He's not afraid to destroy lawless intruders, but he's pretty friendly to Mario before Dimentio shows up.
  • Mismatched Eyes: After going haywire, Fracktail's left eye is red while his right eye is green. You can only really see this in 3D.
  • My God, What Have I Done?: Says it almost word for word. He's horrified to realise he's attacked Mario on briefly regaining some sanity just before he explodes.
  • No Indoor Voice: His voice is rendered in all caps.
  • Recurring Element: Of Hooktail from the second game.
  • Shout-Out: To the Wii Shop Channel (his eyes become the connection symbol when he's checking if Mario is the hero), and also to Zelda, when he says "I AM ERROR".
  • Tragic Monster: He's not a villain at all, and only fights Mario because of Dimentio's tampering.
  • Word-Salad Humor: His lines after being corrupted (also doubles as Word-Salad Horror because it lets you know something bad is happening to him):
    "404 computer hamsters not found."
    "Threat level upgraded to Jelly Roll 1."


A giant, nerdy chameleon. He kidnaps Tippi and takes her to his home, Fort Francis, so he can post pictures of her on digibutter.nerr. He's the boss of Chapter 3.

  • Arc Villain: of chapter 3.
  • Anti-Villain: Not really evil, just is super interested in insects.
  • Catchphrase:
    • "Hi-technicaaaal!"
    • He also has "Nerr..."
  • Extreme Omnivore: Considering he is more than willing to eat Bowser...
  • I Just Want to Have Friends: Implied by his dialogue just before you fight him.
  • Invisibility: He can turn invisible during the battle with him. His shadow can be seen by flipping into 3D.
  • Logical Weakness: Surprisingly averted. With him using camouflage as his main gimmick, and Tippi specifically being barred off from you during your first encounter, you'd expect for her True Sight ability to end up proving useful against Francis. But even if you decide to fight him again later on, it turns out she has absolutely no effect on him while he's invisible.
  • Lone Wolf Boss: He's not affiliated with Count Bleck in any way.
  • Love at First Sight: It’s implied that he develops a crush immediately upon meeting Peach. Upon hearing her say that she was looking for him, he pulled out a dating sim-like program and tried to romance her. His last question before she snaps back to reality was asking her about marriage, a question she can’t say “no” to.
  • No Social Skills: The guy lives in a castle all alone, mostly has online friends, has no idea how to talk to a girl, and spends most of his time watching anime and sci-fi shows. The guy's so lonely that he claims that Tippi, nicknamed "Francine" by him, is his only offline friend and thinks that he and Peach are meant for marriage.
  • Opaque Nerd Glasses: Of the swirly variety.
  • Overly Long Tongue: Well, he is a chameleon.
  • Straw Fan: He constantly and overwhelmingly nit-picks his favorite shows, even as he continues to watch them and buy the merchandise.
  • Swallowed Whole: One of his attacks involves eating one of the heroes using his tongue to grab and swallow them.
  • Villain Forgot to Level Grind: An optional second battle with him can be fought in Chapter 8-2, but he has the same stats as he did during the first fight, so he isn't threatening at all. He was apparently in the hospital and was definitely not expecting to fight you again.

    King Croacus IV
"Trash is garbage, no matter how you dress it. This world is made for BEAUUUUUTY!"

The flamboyant king of the Floro Sapiens who is obsessed with beauty and brainwashes the Cragnons.

  • Ambiguously Gay: Croacus has a flamboyant accent, has a thing for beauty and jewels, his petals are roses and looks feminine at first glance.
  • A Father to His Men: When he's defeated, the Floro Sapiens are saddened by his supposed death and tell Mario and co. that he was trying to stop the Cragnons from polluting the water.
  • Agent Peacock: Loves jewels, obsesses over beauty, and looks like a girl, but is still a powerful king.
  • Arc Villain: of chapter 5.
  • Brainwashing for the Greater Good: Or so he believes, as the reason why he hypnotized the Cragnons is to stop them polluting the water.
  • The Caligula: He more or less declares an incredibly one-sided war against the Cragons while spending his fortunes on making everything, especially himself, "beautiful". We later learn that he was a wise and just ruler in the past, and only started acting badly after he got poisoned from polluted waters. His last sane order was that none of the defeated Cragons be killed, just held prisoner until they stop poisoning the water supply with their trash.
  • Really 700 Years Old: His species can live for hundreds of years as his ancestor Queen Croacus II wilted at age 802 and his father, while living to be 88, was considered the youngest of the kings to wilt and Croacus himself is supposedly in his 600s when you confront him.
  • Well-Intentioned Extremist: The reason he's brainwashing the Cragnons, is because they've been polluting the water his people drink from and he wants to save his species from being poisoned.

"Brrrrooo ha ha ha ha... a touching scene, to be sure."

A skeletal dragon attached to a cannon. He and his army of Skellobits were trapped in a frozen prison below the Underwhere but were freed by Count Bleck.

  • An Ice Person: Breathes ice, and can shoot ice bullets from his cannon.
  • Arc Villain: of chapter 7
  • Breath Weapon: Ice breath.
  • Card-Carrying Villain: Casually refers to himself as an "evil sort".
  • Dracolich: Bonechill is distinctly draconic in appearance and appears to be just as undead as his army of skeletons.
  • Evil Is Deathly Cold: A demonic being with ice powers manifesting even in his name, who dreams of universal conquest, and was formerly trapped in an icy prison, Bonechill even has this trope's association with the undead through his army of Skellobits and his own apparent skeletal undeath.
  • Evil Laugh: "Brrrrooo ha ha ha..."
  • Fallen Angel: His feathered wings and antiquated English, the general Dante's Inferno theme to the Underwhere and Overthere and his tattle all suggest that he's a fallen Nimbi.
  • Famous Last Words: "How... impossible... how could you puny worms... destroy... a master... of the cold dark?!"
  • Flat Character: Paper jokes aside, he really has no personality other than being loosely based on Lucifer. Doesn't help that he has like, 10 minutes of screen time tops.
  • Literally Shattered Lives: He's shattered into bits when he loses the battle.
  • Satanic Archetype: He's implied to be a Nimbi who fell from grace, and was banished from the Overthere by Grambi.
  • Sealed Evil in a Can: He and his army were imprisoned in the Underwhere before Count Bleck set him loose.
  • Sizable Snowflakes: Such snowflakes appear abundantly everytime Bonechill uses one of his ice attacks.

"Why did you wake me from the sweet peace of slumber?! I will punish you... with death!"

A prototype for Fracktail, the Chapter 1 boss, built by the Ancients and the sealed away. He's the boss of the Flipside Pit of 100 Trials.

  • A God Am I: He calls himself a wrathful god.
  • A.I. Is a Crapshoot: Sort of. He's mostly just angry about being woken up, though.
  • Attack Its Weak Point: Just as with Fracktail, you throw the enemies on his back to hurt him, or, if you have Luigi in your party, simply use his Super Jump to jump onto Wracktail's antenna over and over again.
  • Bonus Boss: Of the Flipside Pit of 100 Trials.
  • Disproportionate Retribution: He tries to kill the heroes for waking him up.
  • Evil Counterpart: He is pretty much this to Fracktail. While Fracktail was a victim of Mind Control and attacked Mario and his friends against his will thanks to Dimentio, Wracktail had complete free will when he attacked Mario, Peach, Bowser and Luigi all because they had disturbed his slumber.
  • Flunky Boss: Getting on top of him is easy. The hard part is fighting off the little Wrackles on his back that shoot massively powerful bullets at you.
  • Light Is Not Good
  • No Indoor Voice: Like his weaker counterpart.
  • Psycho Prototype: For Fracktail. Wracktail would probably have served his counterpart's role as a guardian quite well indeed. Pity his god complex and filthy temper forced the Ancients to lock him away.
  • Recurring Element: Of Bonetail from the second game. They're both more powerful, white versions of the red, draconic Chapter 1 bosses at the bottom of the Pit of 100 Trials.
  • Sealed Evil in a Can: A psychotic robotic dragon with a god complex that was sealed away by the Tribe of the Ancients at the bottom of the Flipside Pit of 100 Trials.
  • Super Prototype: Wracktail is much stronger and more dangerous than Fracktail.

"Oh, heroes... Blessed souls... I must destroy you all with the power of shadow!"

A mysterious creation of the Ancients who waits for the heroes at the bottom of the Flopside Pit of 100 Trials. He actually wants to Kill and Replace the heroes to get revenge on his Ancient creators. Why? Well, it's implied that he's the Pixl Queen from Carson's stories in some form or another. Either way, he creates clones of the heroes and battles them as a Bonus Boss.

Other Characters

"He constructed me... constructed... me... n-no, no! I'm Tippi... I wasn't constructed by anyone."

A robot copy of Tippi created by Francis. After the game's ending, Francis will offer to sell her to Mario for 999 coins.

  • Cloning Blues: Downplayed. A few pieces of her dialogue come close to an explicit recognition that she's not the real Tippi, and her reactions imply that she's having an identity crisis.
  • Exposition Fairy: Gameplay-wise, she is functionally identical to Tippi. She was included in the game so that Tippi's ability to scan things wouldn't be lost after the ending.
  • Painting the Medium: Unlike the real Tippi, she speaks in "robot" speech boxes.
  • Replacement Goldfish: Since Tippi herself is permanently gone at the end of the game, Tiptron serves as a replacement for her in the Playable Epilogue.
  • Robot Me: Francis designed her to resemble, act, and function like Tippi. She's even programmed to believe that she is Tippi, though her being aware that she was created by Francis causes problems with this.

To feel sadness is to live, but as long as you are alive, the future is a blank page.

A wizened old sage who resides in Flipside. He serves as Tippi's caretaker and the guardian of the first Pure Heart, as well as the Light Prognosticus.

  • Alternate Self: His counterpart in Flopside, Nolrem. Unlike most examples, they're fairly similar in terms of personality, and exist largely to ensure a source of exposition in both towns.
  • Big Good: He's the closest this game has. He's the one who first sends Mario on his quest, and spends the game poring over the Light Prognosticus in search of ways to counteract Count Bleck's scheme.
  • Hidden Depths: Poking around Flipside and speaking to certain [NPCs] reveals that, before becoming lost in his work with the Light Prognosticus, Merlon was once in love with the chef Saffron, and was also an avid gamer at the arcade.
  • Like a Son to Me: Seems to view Tippi this way. He saved her life when she first arrived in Flipside, shows great concern for her well-being throughout the story, and becomes noticeably more somber after learning she pulled a Heroic Sacrifice at the end of the game. Stemming from this, he's somewhat critical of the idea of Tiptron, as evidenced should you speak to him after purchasing her.
  • Loophole Abuse: Seeing as the creation of new Pixls was outlawed 1,500 years ago, it's implied he got around this by transferring Tippi's soul into an already existing, damaged Pixl he happened to have on hand.
  • Only Sane Man: While he’s not without his quirks, he seems perfectly normal compared to his “cousins” you meet throughout the game, including Bestovius, Old Man Watchitt, and even Merlee and Merluvlee.
  • Prehensile Hair: Prehensile Mustache, to be specific. He uses it to present the first Pure Heart to Mario, among other things.
  • Recurring Element: Both of the previous games in the series featured a Merlon, but neither had the level of plot importance this Merlon does. In terms of his role in the story, he also has a lot in common with Professor Frankly.


An alien child who guides Mario and friends through the depths of outer space. He's eventually revealed to be the prince of an ancient kingdom, who was sealed in a space capsule so that he could lead them to the Blue Pure Heart.

  • Aliens Love Human Food: Though he's reluctant to try it, the little guy ends up having quite the reaction to being fed a chocolate bar.
  • Attention Deficit... Ooh, Shiny!: Let’s just say that he has an attention span befitting his age. Thrice is the heroes’ journey compromised because of him being distracted by something and then running off, leaving them to find their own way.
  • Drill Sergeant Nasty: He seems to be trying for this, anyway. That the heroes actually obey him has more to do with necessity, rather than intimidation.
  • Expy: He has a lot in common with Luma, in that both are alien young who've been separated from their mothers and end up travelling with Mario in his journeys through space.
  • Fling a Light into the Future: His mother wanted to ensure that the heroes would find their way to the Pure Heart that she had been entrusted with. She sealed Squirps in his hibernation pod so that he could act as their guide.
  • King Incognito: You don't find out that he's actually a prince until the end of the chapter, as he didn't want to make himself a target by telling you sooner.
  • Me's a Crowd: One of the powers he has, as demonstrated when you feed him a chocolate bar in order to satiate his appetite. The background of the Pit of 100 Trials shows several copies of him existing at once.
  • Only the Leads Get a Happy Ending: Oddly, he might be the only character who doesn't get one. Even in the Playable Epilogue, he's still stuck with the same lonely circumstances his debut chapter ended on.
  • Potty Emergency: The second part of the chapter centers around getting a Pixl to vacate the restroom so Squirps can relieve himself.
  • Ray Gun: Since you can't exactly jump on enemies while you're both swimming around in space, Squirps lets you shoot beams at them instead.
  • Really 700 Years Old: His hibernation pod was sealed shut for 1,500 years.
  • Ridiculously Cute Critter: Peach wastes no time gushing over how cute he is.
  • Sidekick Creature Nuisance: Bowser tends to see him more as this, calling him "space nibblet" and even threatening to eat him if he ever gets on his nerves.
  • Slept Through the Apocalypse: The goal of putting him in hibernation was to help prevent the apocalypse, yet it also meant that he slept through the end of his own kingdom. There’s nothing left of Squirpia by the time he wakes up.
  • Stepford Smiler: On your first run through the chapter, he seems to be an excitable, slightly bratty child who treats the whole endeavor like a game. However, during the Playable Epilogue, you can find him in the Whoa Zone lamenting how he misses his mother, and Tippi informs you that his greatest dream is to restore his kingdom someday so that he can ascend the throne.
  • "Well Done, Son!" Guy: His last words during the chapter are him asking whether his deceased mother is proud of him.

    King Sammer

The flamboyant ruler of Sammer's Kingdom, the Japan-inspired setting of the game's sixth chapter. He hosts a tournament called the Duel of 100, in which challengers must defeat his 100 Sammer Guys in an attempt to win the purple Pure Heart as their reward.

  • The Caligula: He's quite excitable for a king, almost to the point of immaturity, though not much more so than his Sammer Guys.
  • Cessation of Existence: His dimension is the first in the game to be consumed by The Void, and it happens only halfway through Chapter 6. Not until the Chaos Heart is destroyed at the game's end are he and his kingdom brought back into existence.
  • Consolation Prize: If you finish the Duel of 100 during the Playable Epilogue, he offers you Catch Cards of Mario's partners from Paper Mario: The Thousand-Year Door due to you having taken the Pure Heart already.
  • Cool Crown: His entire head appears to be his crown.
  • Mixed Ancestry: Bits of backstory reveal that his ancestor, the first King Sammer, fell in love with a member of the Tribe of Ancients, who had come to his dimension to entrust one of the Pure Hearts to him.
  • While Rome Burns: He puts the heroes up to a ridiculous tournament to win the Pure Heart they came for and then retreats to his palace for a leisurely nap, even as his kingdom is being wiped out and destroyed. Mimi practically lampshades it.

    Jaydes & Grambi

The married rulers of the Underwhere and the Overthere, respectively, the two parts of the game’s afterlife dimension. They’re also the adoptive mother and father of Luvbi.

  • Becoming the Mask: They transformed the last Pure Heart into a Nimbi girl primarily to keep it hidden from evil, but that didn’t stop them from growing to care for Luvbi as their true daughter.
  • Don't Fear the Reaper: Despite her menacing appearance, Queen Jaydes is actually quite personable...provided you don’t cross her.
  • Foreshadowing: Jaydes displays the powerful effects her magic can have on the Pure Hearts when she restores the one from Sammer’s Kingdom, hinting that she and Grambi may have worked something similar on their own Pure Heart.
  • Good Parents: Apart from keeping her Locked Out of the Loop, they appear to have raised Luvbi lovingly and responsibly and are heartbroken when she is forced to resume her true form.
  • Grandpa God: Grambi. His name is even taken from the words “grandpa” and “Nimbi”.
  • Huge Girl, Tiny Guy: Jaydes is a few inches taller than her husband.
  • Hypocrite: As Bonechill points out, Grambi’s role is to weigh and judge the sins of others, yet he failed to consider the ramifications of his own “sin”: that of raising a transformed Pure Heart as his unaware daughter.
  • Meaningful Name: “Jaydes” is taken from “Hades”, the Greek god of the underworld.
  • Parents in Distress: The last section of Chapter 7 concerns repairing the bridge to Grambi’s shrine in the Overthere, so that Luvbi and the heroes can rescue him from Bonechill.
  • Rapunzel Hair: Jaydes’s hair is as long as her body.
  • Wizard Beard: Grambi’s beard covers his entire body, leaving only his head and wings visible.

"I am sorry... that thou [Mario] art so hairy."

A female Nimbi who is the sheltered daughter of Queen Jaydes and King Grambi. She is actually the White Pure Heart, given a physical body by her parents in order to escape detection by those who would try to abuse its power, though in time her protectors came to see her as their own child.

  • Born of Heaven and Hell: She appears to be this at first, but it turns out she’s not Jaydes and Grambi’s biological daughter.
  • Bratty Teenage Daughter: Mario’s first order of business in the Underwhere is to track down Luvbi, after she rebels against her parents and runs away from home to go fantasize about her true love.
  • Calling the Old Man Out: Calls out both her parents for constantly lying to her about her true origins.
  • Happily Adopted: While she’s initially bitter about the deception Jaydes and Grambi pulled about her origins as a Pure Heart, she soon forgives them and readmits them as her parents regardless.
  • Jerk with a Heart of Gold: She starts out as your typical Bratty Teenage Daughter, but she proves herself bold and true to her family throughout the chapter, and surrenders her life to ensure the salvation of all worlds while forgiving her parents for deceiving her.
  • Locked Out of the Loop: She had no idea she was actually the Pure Heart her parents had been protecting until Bonechill revealed it to her and her parents confirmed it.
  • MacGuffin Turned Human: She’s one of the eight Pure Hearts, turned into a Nimbi as a protective measure.
  • Unexplained Recovery: Forestalling the end of all worlds somehow allows her to return to life in the Playable Epilogue, completely separate from the Pure Heart she once was. Not even she knows how it happened.
  • Ye Olde Butcherede Englishe: Her main manner of speech, which she picked up from her father, Grambi.

    Tribe of Ancients 
Members of an advanced interdimensional civilization that flourished in the distant past. They were responsible for authoring the Light Prognosticus and creating the eight Pure Hearts as well as the Pixls.
  • All There in the Manual: The player can receive ample amounts of exposition and backstory about the Ancients by speaking to Carson and Garson, a pair of NPCs who run the drink shops in Flipside and Flopside.
  • Dismantled Macguffin: The eight Pure Hearts they designed are actually separate pieces of a powerful artifact called the Purity Heart.
  • Light Is Good: While the tribe itself is never directly associated with light, they did author the Light Prognosticus with the intention of guiding the Heroes of Light to forestall the end of all worlds.
  • The Power of Love: They believed this to be the only force in the universe powerful enough to counteract the Chaos Heart, and so managed to embody its various types and forms to create the Pure Hearts.
  • Tomes of Prophecy and Fate: Subverted. As Merlon explains, the Light Prognosticus they authored isn’t fated or prophetic; it’s just instructions on what the heroes can do to stop the actual prophecies of the Dark Prognosticus from coming true.

    Tribe of Darkness 
An offshoot of the Tribe of Ancients who split off from their precursors and went into hiding with the Dark Prognosticus. Blumiere (a.k.a. Count Bleck) is revealed to be one of their descendants.
  • Ambiguous Situation: It's possible - but neither confirmed nor denied - that the Pure Hearts' World-Healing Wave includes them, given its Multiversal effect.
  • Dark Is Evil: At least according to one interpretation, in which they kept the Dark Prognosticus hidden away so that they could keep its foreboding power to themselves. On the other hand...
  • Dark Is Not Evil: Another is that their actions were to protect the book from being misused by others. The reaction of Blumiere's father when his son first opened the book gives merit to this, or at least implies that the tribe's goal had evolved over time. You also meet plenty of friendly characters who also claim descent from the tribe, such as Nolrem.
  • Fantastic Racism: Blumiere's father was shown to possess this, forbidding marriage outside the tribe out of a desire to preserve the power of their bloodline.
  • Parental Marriage Veto: To prevent Blumiere and Timpani from running off together and getting married, Blumiere’s father sent Timpani to wander all dimensions. His actions only angered Blumiere and caused his Start of Darkness.
  • Unwitting Instigator of Doom: If Blumiere’s father had blessed Blumiere and Timpani’s relationship and not sent Timpani away, the Tribe of Darkness would still exist and Blumiere wouldn’t have tried to destroy the universe.


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