Characters / Super Paper Mario

Characters from Super Paper Mario.

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All spoilers are unmarked. You Have Been Warned.

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Villains

Count Bleck and his minions

General

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

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• Heel–Face Turn: In the end, Count Bleck, Nastasia, O'Chunks, and Mimi turn good.
• Omnicidal Maniac: They seek to destroy all worlds before remaking them as perfect ones.
• Utopia Justifies the Means: While Count Bleck has no intention to do it, his minions (except Nastasia) genuinely are convinced that they are going to replace current worlds with perfect ones.

Count Bleck

"Bleh heh heh heh heh heh... The man known as Blumiere died long ago. Now there is only Bleck! The Dark Prognosticus's 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.

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• Affably Evil: He's so polite and upbeat that it's hard to hate him.
• All-Encompassing Mantle: We think his torso might actually be the mantle.
• All-Loving Hero:
  Nastasia: Nobody ever, um, cherished the universe the way you once did...
• Amazing Technicolor Population: Has dark blue skin, possibly reflecting his inner sorrow.
• Ambiguous Ending: His and Tippi's ultimate fate is open for interpretation. The only thing that is known is that, wherever they ultimately went, they finally found peace and happiness.
• 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's a count, of course he's evil! ...or is he?
• Ascended Fridge Horror: What kind of person would seek to destroy worlds? See Deconstructed Character Archetype below for more details.
• Ax-Crazy: A bit more polite about it than Dimentio, but his Omnicidal Maniac tendencies says it all. He gets better after his defeat.
• Badass Cape: He wears a white cape with a Star-Spangled Spandex.
• 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: When one of his minions thinks he's going too far, he doesn't punish her. He offers to let her retire with his blessing. This extends to his other minions as well; he never resorts to physical punishment, and he doesn't even punish them himself; he lets Nastasia handle it.
• Big Bad: The main villain of the game. Or so it seems at first.
• Break the Cutie: In his backstory, when he found out that his father banished Timpani from their home dimension.
• 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 Timpani.
• Byronic Hero: A villainous example. He's mysterious, eloquent, sophisticated, charismatic, and a cynical and brooding Broken Bird with a Dark and Troubled Past involving the loss of his love caused by his disrespect to the established standards set by his tribe. At the same time, he is driven by vengeance, and self-destructive due to his Omnicidal Maniac tendencies.
• Calling the Old Man Out: It's implied that Blumiere's first act as Count Bleck was to kill his father.
• Cheshire Cat Grin: Is never seen without his jagged grin... until he was betrayed by Dimentio.
• Connected All Along: He is Blumiere all along, which means that he had met Timpani aka Tippi once before.
• Cultured Badass: He is a Man of Wealth and Taste and capable of fighting.
• Dark Messiah: Subverted. He seems one of these, as his plan involves destroying all the current worlds so he can create a better world to replace them afterwards. In reality, he's an Omnicidal Maniac, plans to destroy all worlds and then kill himself, leaving nothing behind.
• Death Seeker: What he becomes after finding out that Timpani is still alive.
• Deconstructed Character Archetype:
  • Of the Omnicidal Maniac archetype. He seeks to destroy all worlds because he sees no value in anything ^note including his own life after crossing the Despair Event Horizon by losing his loved one. To make a long story short, he's literally a Woobie, Destroyer of Worlds.
  • Of the villain archetype involving the Evil Is Hammy and its associated tropes. He is a Large Ham and a Third-Person Person because he believes that he is no longer his former self. When he returns to his former self, he speaks normally again.
• Despair Event Horizon: Crossed this after losing Timpani and coming to the conclusion that she died, leading to his transformation into Count Bleck.
• Disproportionate Retribution: He decided to use the Dark Prognosticus to destroy everything simply to get revenge for taking his fiancée away from him. Opening the Dark Prognosticus drove him insane, taking his initial desire to get revenge on "everything that took her away from him" Up to Eleven.
• Dub Name Change: From Count Noir, in Japanese.
• Even Evil Has Loved Ones: His love for Timpani is the driving force behind his villainy.
• Evil Laugh: "BLEH HEH HEH HEH HEH! BLECK!"
• Eviler Than Thou: He does pull this. Too bad for him Dimentio is much more vile and dangerous.
  • To his father. While his father just wanted to keep order as it used to be and punish those who disrupt it, Count Bleck in turn wiped out his own people during the destruction of his home dimension.
  • To Bowser. While Bowser wants to Take Over the World, Count Bleck seeks to destroy worlds, which caused the former to invoke an Even Evil Has Standards moment.
• Face–Heel Turn: Pulls one at the end of the very last post-Chapter flashback by becoming Count Bleck and siccing the Dark Prognosticus on his father.
• Fangs Are Evil: ...or are they?
• Freudian Excuse: He was originally a man named Lord Blumiere, and he fell in love with a woman named Lady Timpani. However, his father didn't agree to the relationship, and thus exiled her to several dimensions, causing him to kill his father in grief and summon the void in an attempt to commit suicide. In other words, love made him evil, and it also acted as the very thing that turned him back to good and undo the Void once he found out that Timpani, AKA Tippi was alive.
• From Nobody to Nightmare: He went from a member of a secretive tribe to an Omnicidal Maniac.
• Generic Doomsday Villain: Subverted. He seems one of these, as he is initially portrayed as seeking to destroy worlds and nothing more. In reality, he's a Tragic Villain with a sad backstory.
• Heel–Face Turn: After his defeat, he performs a Heroic Sacrifice to avert the destruction of worlds.
• High-Class Glass: Well, he IS a Count.
• High Collar of Doom: Wears a Victorian-style cape with a high-turned collar. Also a villain... or is he?
• Invisible Anatomy: He's got Raymanian 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. Interestingly, he later does have a Heel–Face Turn after being defeated by Mario and his friends.
• Large Ham: I am indeed a big ham, mused Count Bleck. As Blumiere, not so much.
• Last of His Kind: He is implied to be the last of the Tribe of Darkness.
• 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 In Japanese, his real name really is Lumiere.
• Light Is Not Good: Despite his name meaning black, he's mostly colored white with various hues of blue and red. Also a villain... or not.

• Love Makes You Evil: He turned evil from the despair of losing Timpani...
• Love Redeems: ...But turns good again after he finds out she's not dead.
• Magic Staff: He can use the power of the Void with it!
• Man in White: He wears a white suit.
• Man of Wealth and Taste: But of course.
• Meaningful Name: A portmanteau of the onomatopoeia for disgust and the word "black". In Japanese, he is known as Noir, which literally means "black" in French.
• Meaningful Rename: He was previously known as Blumiere, which is based on "blue" and "lumière", the French word for "light" ^note In Japanese, his real name really is Lumiere. When Timpani seemingly died, however, he decided to take his revenge on the world that took her away from him, and renamed himself Bleck/Noir.
• Missing Mom: Unlike his father, his mother is never mentioned.
• Monster Sob Story: Blumiere's transformation into Count Bleck may have made him a villain, but goddamn if the events that pushed him to follow that path weren't tragic.
• My God, What Have I Done?: When he finds out that Timpani is actually alive, he noticeably is shown to be very remorseful of what he had brought out. Unfortunately, he feels he's gone too far to back out now.
• Names to Run Away from Really Fast: Not quite in English, but his name in Japan is 'Count Noir', which is French for Black.
• Nice Hat: His top hat, to go with his High-Class Glass.
• Nigh-Invulnerability: He's untouchable for most of the game due to the Chaos Heart protecting him.
• Noble Male, Roguish Male: The Noble Male to O'Chunks' Roguish Male.
• Not-So-Well-Intentioned Extremist: His plan involves destroying all the current worlds so he can create a better world to replace them afterwards. In reality, he's an Omnicidal Maniac, plans to destroy all worlds and then kill himself, leaving nothing behind.
• Official Couple: With Timpani.
• Omnicidal Maniac: Bleck's true goal is to bring about a Class Z Apocalypse, as he felt life was meaningless without his love Timpani.
• One True Love: With Timpani.
• Pet the Dog:
  • It's implied that he saved a dying bat that later became his Dragon Nastasia.
  • Despite his extremely Evil Plan, Bleck is shown to be a Benevolent Boss to his minions.
• Protagonist Journey to Villain: The post-Chapter flashback storyline in a nutshell. He starts off as a Nice Guy, only to turn into a Woobie, Destroyer of Worlds upon losing Timpani.
• Reality Warper: Even without The Void, he still has Thinking Up Portals and Villain Teleportation, and he can also manipulate things like Gravity and Time.
• Red Eyes, Take Warning: His eyes are red, and he's a villain. Or is he?
• Red Oni, Blue Oni: The blue to O'Chunks' red.
• The Reveal: He is Lord Blumiere, the love of Timpani, as well as an Unwitting Pawn to Dimentio.
• Riddle for the Ages: What was his life like before he met Timpani?
• Self-Made Orphan: Strongly implied to have killed his father after the latter cursed Timpani to wander all dimensions for eternity.
• Sensitive Guy and Manly Man: Sensitive Guy to O'Chunks' Manly Man.
• Sharp-Dressed Man: Dresses up like a gentleman from the Victorian era.
• Single-Target Sexuality: "She cannot be replaced. You could never hope to do so, Nastasia."
• Single Woman Seeks Good Man: Gender Inverted. He fell in love with Timpani after she found him injured at the base of a cliff and nursed him back to health.
• Star-Spangled Spandex: The inside of his cape. When he's about to destroy the multiverse, it changes into a black hole.
• Start of Darkness: Related to Protagonist Journey to Villain, the post-Chapter flashbacks serve as this for Bleck.
• Stepford Smiler: Of the Depressed and Mentally Unstable variety. His Cheshire Cat Grin hides his grief over the loss of his love and madness that the Dark Prognosticus gives him.
• Straw Nihilist: Became this after Timpani was banished by his father. So much so, he became an Omnicidal Maniac. He gets better after he finds out that Timpani is still alive in the form of the Pixl Tippi.
• That Man Is Dead: Just look at the page quote.
• Third-Person Person: Always refers to himself in the third person. It's possible that he's actually narrating his part of the Dark Prognosticus. Something very interesting about his usage of this trope is that after his Heel–Face Turn, he speaks normally for the rest of the game.
• Tragic Villain: Without a doubt the most sympathetic villain in the history of Mario. His whole motivation for wanting to destroy all worlds can be compared to a Greek tragedy. He's widely considered one of the greatest, most complex villains in gaming because of this.
• Trick Boss: He seems to be the Final Boss at first, but Dimentio was just waiting for him to be defeated so that he could seize control of the Chaos Heart.
• Tritagonist: His love story with Timpani/Tippi forms the crux of the game's narrative, and he receives the most focus in the story and undergoes the most Character Development.
• True Companions: With his minions. Not so much with Dimentio, though.
• The Unfettered: He will stop at nothing to destroy worlds. Subverted when he finds out that Timpani is still alive in the form of the Pixl Tippi, though.
• Unwitting Pawn: At the end-game, he is this to Dimentio.
• Used to Be a Sweet Kid: If Blumiere going from an All-Loving Hero to a Straw Nihilist when he lost Timpani is any indication.
• Vile Villain, Saccharine Show: He is one of the characters who are responsible for the game being Darker and Edgier, alongside his father and Dimentio. He wants to destroy reality, complete with a depressing backstory that you wouldn't expect from a Mario game.
• Villain Protagonist: Ultimately, the story is about him, his tragic love, his turn to evil, and his following redemption. Does this remind you of something?
• Villainous BSoD: When he finds out that Timpani is actually alive, he noticeably is shown to be very remorseful of what he had brought out. Unfortunately, he feels he's gone too far to back out now.
• Where I Was Born and Razed: It's implied that he wiped out the Tribe of Darkness during the destruction of his home dimension.
• With Great Power Comes Great Insanity: Heavily implied. Prior to opening the Dark Prognosticus during the final post-Chapter flashback, Blumiere's still a Straw Nihilist over Timpani's Disney Death, but mainly seems to just want Revenge on his Jerkass father; after opening it, however, Bleck's now an all-out Omnicidal Maniac not content with just individual payback. Likewise, after Dimentio ultimately steals the Chaos Heart's power, Bleck suddenly drops his Third-Person Person and speaks more Blumiere-style again.

• Woobie, Destroyer of Worlds: A literal one. Thanks to his being Star-Crossed Lovers with Timpani, Bleck is this big time.
• Yandere: For Timpani in a weird way. He never displays any aggressively psychotic behavior as is typical of this trope, but he does seek to destroy worlds because he felt life is meaningless without his love. He gets better after he finds out that she is still alive.
• You Have Outlived Your Usefulness: Gets sent by Dimentio to Dimension D together with Tippi and a seemingly dead Nastasia once he steals the Chaos Heart from him. In the Japanese version, Dimentio actually says this line to a T to him.
• Zero-Approval Gambit: The result of his aforementioned Villainous BSoD. During the Final Battle, he feigns as much Card-Carrying Villain-y as possible — despite actually being proud of Mario and co. — in order to get them to kill him and undo all his damage.

Nastasia

"I'm just gonna pencil you in for a ten O' clock brainwashing, K?"

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.

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• All Love Is Unrequited: She has feelings for Bleck, but knows that his heart belongs to only one person...
• Amazing Technicolor Population: She has blue skin, it's lighter than Bleck's. Possibly reflecting her cold demeanor.
• 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.
• Died in Your Arms Tonight: Subverted. She was mortally wounded by Dimentio and was cradled in Bleck's arms. However, once the game is complete, it turns out that she's fine.
• Disney Death: She ends up surviving an attack from Dimentio when she took the Bullet for Bleck.
• 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.
• Heel–Face Turn: With the plan foiled, she has now redeemed herself.
• Heroic Sacrifice: She gets hit by Dimentio and managed to protect Bleck.

• I Owe You My Life: Pledged Undying Loyalty to Count Bleck for freeing her from a trap when she was a bat. Also sided with Count Bleck because she fell in love with him.
• My Master, Right or Wrong: She felt that using the Chaos Heart to end existence was too extreme. Count Bleck offers to allow her to retire with his blessing, but she decides against it, because he saved her life before, and feel that's a poor way to repay him.
• Punch-Clock Villain: She appears to be this at first, with her business-like attitude about doing evil. It turns out to be a subversion: she doesn't serve Count Bleck just for a job, she serves him because she's deeply in love with him.

• 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.
• Shout-Out: Her speech mannerisms are similar to Bill Lumbergh.
• 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.
• Tomboy and Girly Girl: Tomboy to Mimi's Girly Girl.
• The Unfought: You never face her in a boss battle.
• Verbal Tic: She has one, 'k?
• You Gotta Have Blue Hair: Magenta hair.
• You Have Failed Me: Variation. She doesn't kill those who manage to disobey or fail a mission, but she does punish them with having them write a thousand word essay and singing praises to Count Bleck multiple times (as she demonstrates with O'Chunks).

O'Chunks

"C'mere un' 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.

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• All Love Is Unrequited: The big guy has a big crush on Nastasia, although she's in turn in love with Count Bleck.
• 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.
• Evil Brit: Well, he certainly has the Scottish accent down.
• 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 still is 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.
• Leitmotif: O'Chunks, Warrior.
• 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 in Count Bleck's castle.
• 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.

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Mimi

^{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.

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• All Love Is Unrequited: She has an obvious crush on Bleck, just like Nastasia, but Bleck is in love with Timpani. Also, in the Japanese version, she has a crush on Dimentio.
• Amazing Technicolor Population: She has green skin, and is very mean.
• Ambiguous Robots: If those gears in her head are any indication...
• Barrier Warrior: After her first fight, she starts defending herself with barriers composed of her crystals.
• Berserk Button: Do NOT read her diary.
• Blush Sticker: Only in her normal form, though.
• Body Horror: She appears to snap her own neck at the beginning of her transformation.
• Creepy Child: At least, if one assumes that she actually is a child.
• Curtains Match the Window: She has green skin and hair.
• Cute Monster Girl: She is... up until she transforms.

• The Dark Chick: The feminine and girly member of the group, also one of the strangest.
• Designated Girlfight: With Peach during the climax.
• Evil Laugh: "Mimimimimimimimimimimimi..."
• Faux Affably Evil: She usually speaks like a polite child even to her enemies, but drops the act whenever she's angered, which is often.
• Gemstone Assault: Small, red crystals are her weapon of choice.
• Girlish Pigtails: The only part of her wardrobe that remains consistent.
• Gosh Dang It to Heck!: Resorts to rather childish insults when she gets pissed, which is often.
• Heel–Face Turn: In the epilogue, she becomes Merlee's maid for real.
• Leitmotif: Mimi the Copycat.
• Meaningful Name: She can mimic the forms of other characters. Also, she's selfish.
• Multiple-Choice Past: According to Carson, there are two theories about Mimi's past. One is that she's a failed Pixl created by the Ancients. The other is that she was unintentionally created by a witch who was researching potions that would allow shape-shifting.
• One-Winged Angel: She prefers to turn into her spider form when fighting seriously, though she's still capable in her regular form.
• Painting the Medium: When Mimi changes into her spider form, her speech bubbles change... into the same disgusting purple bubbles as the Shadow Queen.
• Perky Female Minion: Basically, Count Bleck's token Valley Girl, just about.
• Psychopathic Manchild: Tippi more or less calls her this at one point.
• Recurring Boss: Fought three times.
• Shapeshifting: She has the ability to use this, and it is utilized three or four times in-game.
• Shout-Out: She's a shapeshifter that turns into a giant spider with an upside-down face making her a deliberate reference and inspiration to The Thing (1982).
• Spider Limbs: When transformed. They gradually come off as she takes damage, too.
• Tomboy and Girly Girl: Girly Girl to Nastasia's Tomboy.
• Unlimited Wardrobe: Even beyond her transformations, she's almost always in a different outfit each time she appears.
• Vague Age: She looks and occasionally acts like a little girl, but it's pretty hard to tell if she really is or not.
• Wrong Genre Savvy: She eggs Peach on into a solo fight with her, thinking that she's nothing more than a Damsel in Distress and will be easy prey. She apparently missed the memo that Peach had been fighting just as hard as the rest of her team up to that point, and is baffled when she's beaten by her.

Dimentio

^{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 jester who serves as one of the main lieutenants of Count Bleck. Completely psychopathic, 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.

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• A God Am I: His basic goal. Why does he want to accomplish this? No reason whatsoever; he's just NUTS.
• 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: REALLY do so in his case. He doesn't look like much at glance, but going by how he manipulates the plot, it seems likely that he could gone and killed the heroes while they were searching for the Pure Hearts if 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.
• Catch-Phrase: "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.
• Classic Villain: Representing Ambition, Wrath and Insanity.
• 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 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, 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.
• 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.
• 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, but it was a serious attempt on their lives nevertheless, and there was nothing the least bit subtle about how it was portrayed.
• 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. This becomes Fridge Brilliance when you realize that Dimentio is a sociopath and while sociopaths are incredibly smart, they are also impulsive and tend to not think things all the way through.
• Incoming Ham: Whenever he appears, expect him to throw out a random simile or two.
• Invisibility: Uses this to spy on several characters. And how he was able to learn Tippi's true identity.
• The Jester: Constantly demonstrates a barbed sense of humor, as likely to harass his fellow villains as the protagonist when it strikes him as funny. He's a total psychopath who wants to take over the multiverse just because he can, and he gets the job done with style men can only dream of.
• 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, to 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 pure love by 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 psychopath, but his hilariously hammy antics and bizarre speech patterns all but force you to like him.
• Leitmotif: Dimentio, Charming Magician.
• Light Is Not Good: Wears a bright purple and yellow costume and his Energy Balls are colored the same way. Despite this, however, he is most definitely not good.
• Mad Bomber: He can create magical explosions which is his preferred method of killing.
• 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 instead 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 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 or 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 outright murders 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: Dimentio claims that unlike Count Bleck, the jester actually does want to create new worlds after destroying the old ones. Though given that he is an Ax-Crazy Sociopath, who doesn't understanding the concept of love, and not giving a crap about anyone but himself, it is safe to say that no one will benefit from this either.
• 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 is never seen walking.
• 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 another Pure Heart, but that is only because it will bring him one step closer to defeat Count Bleck and steal 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.
• Riddle for the Ages: Where did he come from? Why did he want to recreate reality?
• 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.

• The Sociopath: Possibly the most disturbing example of this trope in a Mario game. Incredibly manipulative, has nothing resembling empathy, constantly smiles when doing horrific acts as well as making cruel jokes when killing and doing 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, excepting 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 and later betrays Bleck and attempts to destroy the world.
• 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 well as killed 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 him 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.
• Vile Villain, Saccharine Show: It is 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 in joining 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.

• Your Head Asplode: Inverted upon his final defeat: His head is the only part of his body that doesn't explode (not initially, at least).
• 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, from where you entered.

Mr. L

"The Green Thunder strikes like lightning!"

A Gentleman Thief 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.
• Barrier Maiden: The man in green is the one who will decide which prophecy is true. He may not get to choose himself, though.
• 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!
• Catch-Phrase: "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!" Mr. L aka Luigi, before he gets sent by Dimentio to the Underwhere. 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.
• Gentleman Thief: Has the mannerisms and personality of one, and his main goal seems to be stealing the Pure Hearts before the heroes reach them.
• 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 Floro Sapiens' make. The second incarnation is 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.
• Killed Off for Real: Dimentio ends his game after he loses to the heroes the second time. This isn't (technically) the last you'll see of him, though, as he's really just reuniting a non-brainwashed Luigi with the heroes.
• 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, which last 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.
• 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.

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Other

Count Bleck's Father

"Still your tongue, Blumiere... Can't you see you've been duped by a dirty human? You have brought shame to my name...and to the entire Tribe of Darkness!"

Only appearing in the post-Chapter flashbacks. He is a member of the Tribe of Darkness and the father of Lord Blumiere, better known as Count Bleck.

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• Alas, Poor Villain: After he sees his son transform into Count Bleck.
• Asshole Victim: He did some pretty deplorable things in life, and was responsible for the events of the game due to his pride, but his final moments were spent witnessing his own son's descent into madness before being killed.
• Create Your Own Villain: A rare Evil vs. Evil example. It was his actions that ultimately played the biggest role in turning Blumiere into Count Bleck.
• Dark Is Evil: He is a member of Tribe of Darkness and a Villain of Another Story.
• Fantastic Racism: He disapproved of his son's wish to marry a "dirty human" due to wanting to keep their tribe's magic strong and pure.
• Fantasy-Forbidding Father: He disapproved of Blumiere's engagement to Timpani.
• Hate Sink: He caused every single bad thing in the game to happen all because he doesn't want the Dark Tribe's bloodline to be tainted, and unlike Dimentio he doesn't have any charisma or funny moments to detract from his despicableness.
• Parental Marriage Veto: To Timpani and Blumiere. Of the 'she's the wrong race' type. This involved banishing Timpani to the edges of the universe, as well as damn near killing her.
• Poor Communication Kills: He only told Blumiere that Timpani was no longer a part of "this world," which a heartbroken Blumiere took to mean that she had died. Turns out his father meant it a bit more literally, in that he only banished Timpani from their dimension, but Blumiere kills him before he can clarify the difference.
• Posthumous Character
• Small Role, Big Impact: He only appears in the last two post-Chapter flashbacks, but it was his actions that ultimately played the biggest role in turning Blumiere into Count Bleck.
• Unnamed Parent: He's Count Bleck's father and his name is never revealed.
• Unwitting Instigator of Doom: He kickstarted the events by banishing his son's love into another dimension and leaving her for dead.
• The Voice: He is heard in the post-Chapter flashbacks, but his appearance is never shown.
• Walking Spoiler: Bringing up Count Bleck's father is impossible without bringing up the fact that his actions ultimately played the biggest role in turning Blumiere into Count Bleck.
• We Hardly Knew Ye: He's wiped out in the very last post-Chapter flashback following his introduction.
• Would Hit a Girl: He is implied to have injured Timpani before she nearly breaks up with his son in the Japanese version. This aspect isn't touched on in the North American release.

Bosses

Fracktail

"... I AM ERROR. ..."

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.

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• 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.
• 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."

Francis

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.

---

• Catch-Phrase:
  • "Hi-technicaaaal!"
  • He also has "Nerr..."
• I Just Want to Have Friends: Implied.
• Invisibility: He can turn invisible during the battle with him. His shadow can be seen by flipping into 3D.
• Lone Wolf Boss: He's not affiliated with Count Bleck in any way.
• 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
• 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.

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• 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 still a powerful king.
• 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 and his ancestor Queen Croacus II wilted at age 802.
• Well-Intentioned Extremist: The reason he's brainwashing the Cragnons, is because they've been polluting the water his people drank from and he wants to save his species from being poisoned.

Bonechill

"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.
• 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 and dreams of universal conquest 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 he's a fallen Nimbi.
• Famous Last Words: "How... Impossible... How could you puny worms... destroy... a master... of the cold dark?!"
• 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.

Wracktail

"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.
• 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.

Shadoo

"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.

---

• A.I. Is a Crapshoot: He was created by the Ancients, but he makes it clear he's not taking orders from anyone. Plus, he tries to destroy the heroes when he was intended to help them.
• Bonus Boss: He has 400 HP total and all of his attacks do at LEAST 10 damage. So... yeah.
• Casting a Shadow: He's a living shadow, and doesn't seem to have a true form (Or at least, not one we get to see in-game).
• Evil Knockoff: Of the heroes, of course. Dark Luigi looks more like Mr. L, though.
• Faux Affably Evil: Seems to be this, especially if you subscribe to the theory that he is the Pixl Queen, which would mean he singlehandedly killed off the Ancients.
• Kill and Replace: Seems to be his agenda.
• Meaningful Name: You battle him as shadowy versions of the heroes, so yes.
• Mirror Boss: You fight all four dark heroes, regardless of whether or not you have Luigi yet.
• No Name Given: When he speaks to you after beating the Pit the first time.
• Playing with Fire: As Dark Bowser.
• Shadow Archetype: Quite literally.
• Walking Spoiler: Well, he is a Bonus Boss.

Other Characters

Tippi

"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!"

A butterfly Pixl that serves as Mario's Exposition Fairy. It's revealed through the backstory that she's Timpani, the love of Blumiere. After Blumiere's father banished her, he was driven mad by his grief and became the Woobie, Destroyer of Worlds that is Count Bleck.

---

• Ambiguous Ending: Her and Bleck's ultimate fate is open for interpretation. The only thing that is known is that, wherever they ultimately went, they finally found peace and happiness.

• Anti-Frustration Features: Unlike Goombario and Goombella, Tippi remains onscreen at all times, allowing her Enemy Scan ability to be used regardless of whether there's another Pixl equipped.
• Butterfly of Death and Rebirth: Was dying when found by Merlon, turned into her Pixl form to save her, and makes a Heroic Sacrifice at the game's end.
• Cynicism Catalyst: Her (supposed) death at the hands of his father was what drove Blumiere to adopt the alias of Count Bleck and attempt to destroy all worlds. Likewise, when he discovers that she's still alive, he snaps out of it and tries to repent.
• Defrosting Ice Queen: Initially relatively distant from the heroes, she comes to trust and love them more after she is saved from Francis.
• Deuteragonist: Her love story with Blumiere/Count Bleck forms the crux of the game's narrative, and she receives the most focus in the story and undergoes the most Character Development. Yet, Mario is still technically The Protagonist.
• Disney Death: She seems to have died after she was banished by Blumiere's father from their home dimension, but it's revealed that she's still alive in the form of Pixl.
• Dub Name Change: From Anna, in Japanese.
• Emergency Transformation: Courtesy of Merlon, who had to transform her into a Pixl to keep her alive. This caused her to lose her memories, but she slowly regains them over the course of the game.

• Exposition Fairy: Almost literally, seeing how she is a Pixl.
• Florence Nightingale Effect: How she first met Count Bleck, then known as Blumiere. She found him injured at the base of a cliff and nursed him back to health.
• Get a Hold of Yourself, Man!: Gives Blumiere a epic one, after he seemingly gives up any hope to save all worlds.
  Tippi: Blumiere! Snap out of it! How can you think it would end here, after all we have suffered without each other? 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!
• Happily Married: To Bleck/Blumiere, in the end.
• Identity Amnesia: Her transformation into a Pixl caused her to forget her life as a human, though she gradually does recover her memories.
• In-Series Nickname: Francis nicknames her Francine after he kidnaps her.
• Interspecies Romance: With Bleck. He was from the Tribe of Darkness, she was a human.
• Living Emotional Crutch: If Blumiere becoming a Straw Nihilist when he lost her is any indication.
• The Lost Lenore: Her (supposed) death at the hands of his father was what drove Blumiere to adopt the alias of Count Bleck and attempt to destroy all worlds. Likewise, when he discovers that she's still alive, he snaps out of it and tries to repent.
• Morality Chain: To Count Bleck, as she is the reason behind his turn to evil and following redemption.
• Nice Girl: She was nice enough to save Blumiere while knowing he is a member of the Tribe of Darkness.
  Timpani: Why would that matter? Anyone with a heart would not ignore an injured soul!
• Only Sane Man: She is this to the rest of the Pixls, all of whom are kooky oddballs in their own unique way.
• The Power of Love: Invoked to create a Pure Heart in the final battle.
• The Reveal: She was Timpani all along.
• Riddle for the Ages: What was her life like before she met Blumiere? How did she know Dimentio?
• Star-Crossed Lovers: With Blumiere.
• 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.
• Unexplained Recovery: She somehow returns to her human form in the end.
• Was Once a Man: She was once a human girl until Merlon transformed her into a Pixl to keep her alive.

Tiptron

"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.

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• 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.

Other Pixls

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.

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• Action Bomb: Boomer fulfills this role.
• 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.
• 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 Hyperspace Mallet out of nowhere to smash things with.
• Ground Pound: Thudley, in place of the Super Boots in the previous two games.
• 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.
• Player Personality Quiz: Subverted. Some of them will claim to want to give these to ensure that Mario and co. are suitable for them to work with. All of the questions they ask and the available answers, however, are completely random, silly, and nonsensical, and they'll always be satisfied with whatever responses the player chooses to go with.
• 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: While Carrie's primary function is to carry the heroes safely over spikes and water, she does provide a noticeable boost to their speed in the process. Dashell is a closer (and much faster) example.
• Super Strength: Ostensibly the gift Thoureau grants; his purpose is merely to let the heroes pick up and throw things, but with his help, they're able to do so with things several times their size.
• 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.
• The Voiceless: None of them have any lines after they are first introduced to the heroes.

Merlon

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.

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• Alternate Self: His counterpart in Flopside, Nolrem. Unlike most examples, they're fairly similar in terms of personality.
• 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 NP Cs 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.
• 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.

Squirps

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.

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• Cowboys and Indians: He treats the journey to the Pure Heart as a sort of childish game, with him as the leader of the expedition Mario and co. have embarked on. The end of the chapter supposes his mother gave him the idea.
• Cuteness Proximity: His introduction elicits this reaction from Peach.
• Drill Sergeant Nasty: Tries to invoke this in how he treats the heroes.
• Fling a Light into the Future: 1,500 years ago, his mother was entrusted with a Pure Heart by the Tribe of Ancients; she chose her young son to lead the heroes to its location, and placed him inside a Time Capsule until that day came.
• Last of His Kind
• 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.
• Mouthy Kid
• Overly Long Name: Squirp Korogaline Squirpina.
• Potty Emergency: The second part of the chapter centers around getting a Pixl to vacate the restroom so Squirps can relieve himself.
• Ray Gun: He's a living version of this, and the main means of attacking enemies during Chapter 4.
• Really 700 Years Old: His hibernation pod was sealed shut for 1,500 years, which gives some understandable context to his Potty Emergency and One-Track-Minded Hunger.
• "Well Done, Son!" Guy: His last words during the chapter are him asking whether his deceased mother is proud of him as he lays down to rest.

Queen Jaydes

Here, in this place, your sins from your time among the living are weighed. If your sins are light enough, the bliss of The Overthere will be yours. But if not... You suffer for eternity among the game-overed!

The Queen of the Underwhere, a shadowy realm where the dead spirits of those who were neither good or bad go. She is the mother figure of Luvbi, a Pure Heart turned into a Nimbi.

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• Dark Is Not Evil: She's not evil. Just strict and imposing.
• Meaningful Name: Her name is a spin on Hades, the Greek god of the Underworld.
• Purple Is Powerful: She's the Queen of the Underwhere, and she's decked out in various shades of purple.
• Rapunzel Hair: Her hair is as long as her body.
• Spikes of Villainy: Subverted. She's a nice person in spite of her dark and menacing appearance.

Luvbi

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

A female Nimbi who is the sheltered daughter of Queen Jaydes and 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.

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• Calling the Old Man Out: Calls out both her parents, for constantly lying to her about her true origins.
• Famous Last Words: "Father... Mother... Fare thee well... I am sorry for lying earlier. Because in truth... I... I love thee...both........." Luvbi, before reverting to her true form as the White Pure Heart. She gets better.
• Happily Adopted: By Jaydes and Grambi.
• Heroic Sacrifice: She reverts to her true form as the White Pure Heart, in order to save the world from being absorbed by the black hole Count Bleck created.
• Jerk with a Heart of Gold: She's constantly making hurtful remarks towards Mario and co., but she was willing to give up her life to save the world.
• One True Love: Believes Luigi to be this for her.
• Tomato in the Mirror: She's a Pure Heart that was turned into a Nimbi to protect it from being abused by unsavory persons.
• Unexplained Recovery: She's somehow back again in the Playable Epilogue, even though the white Pure Heart is still in its Heart Pilliar in Flopside. Not even she knows how she came back.
• Ye Olde Butcherede Englishe: Her main manner of speech, which she picked up from her "father" Grambi.