Characters from Super Paper Mario.

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Heroes of Light

Mario

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.

Boring, but Practical: Aside from flipping, he doesn't have any crazy moves or increased attack like the other heroes have. But at the same time, he lacks their drawbacks and so is the best-suited for general gameplay.
Dimensional Traveler: While the game is built around characters traveling between different dimensions, Mario is able to take things further by using his flipping technique to switch between two- and three-dimensional planes of existence.
Heroic Mime
Leitmotif: When he's the selected character, the tune Piccolo plays is an upbeat-sounding jazzy rendition of the game's main theme.
No Hero Discount: He's initially charged 10,000 coins in exchange for being taught how to flip, with Bestovius straight-up telling him that being a hero doesn't mean he should have it given to him for free. You can barter with him in order to lower the cost and eventually ditch it entirely.
Recognition Failure:
- When Bestovius first meets him, he notes how impeccably identical Mario's appearance is to that of the hero written of in the Light Prognosticus...and then assumes he's an impersonator.
- On the flip side, Mario himself fails to recognize anything about Mr. L — who, for the record, is definitely not Luigi — on their first encounter. He does pick up a slight familiarity by their second meeting, but Tippi dismisses it as being his imagination.
Red Is Heroic: Both the Light and the Dark Prognosticus refer to him as the "man in red".
Refusal of the Call: He has this option this time around, as the player can turn down Merlon's offering of the Pure Heart and the quest that goes with it. Doing so results in a Non-Standard Game Over.

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.

Baleful Polymorph: Played for Laughs. During her Forced Sleep described below, feeding her a Pink Apple ends up turning her into an actual peach for a few seconds, before returning to normal. (And remaining asleep.)
Beast and Beauty: While she isn't romantically inclined toward Bowser, the Dark Prognosticus calls for such a union in order to summon the Chaos Heart, and so Count Bleck uses the both of them (along with a bit of brainwashing) to complete the formula.
Damsel out of Distress: Like in the previous games, she takes her initial imprisonment in stride and boldly goes in search of ways to escape Castle Bleck. Even once she has, she refuses to take a backseat to Mario's usual heroics and joins him in his search for the Pure Hearts.
Forced Sleep: Unknowingly eating the Forbidden Golden Apple while in the Overthere sends Peach into a deep sleep she cannot wake up from. The entire plot of Chapter 7-3 is about the player finding another colored apple to wake her up.
Girls With Mustaches: Feeding her a Yellow Apple during her Forced Sleep describes above causes a mustache rivaling Mario’s to sprout on her face. It goes away after a few seconds, thankfully.
It's All My Fault: Though nobody blames her at all for the situation, Peach believes it her responsibility to join the adventure in order to fix the problem she (And Bowser) caused.
Leitmotif: Piccolo's song for her is a peaceful, dainty, lullaby-like version of the game's theme.
Morality Chain: She is one of the only motivators for Bowser to do anything remotely altruistic, especially seeing as their party is otherwise composed only of his sworn enemy and Luigi.
Parasol Parachute: While in midair, she can pull out her parasol to slow her fall and glide a certain distance before landing.
Save the Villain: Peach almost rescues Mimi from a collapsing floor, shocking Mimi enough to make her turn over a new leaf later on.
Silk Hiding Steel: She's as resolute as Bowser's men when it comes to resisting Nastasia's brainwashing, and when Mimi insults her by insinuating she's just a Damsel in Distress who's overreliant on boys, she completely flips out and commands Mario and Luigi to stand back while she fights her herself.
Turn the Other Cheek: And despite their above interaction, after beating Mimi to a pulp, Peach still cautions her to seek shelter as the castle crumbles around them, and when the floor literally crumbles beneath them, she chooses to try and save Mimi in spite of the evil things she's done.

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.

Breath Weapon: Fire breath, specifically. Pretty much a Bowser trademark.
Enemy Mine: He agrees to partner up with Mario partly because he doesn't want the world to end before he's able to rule it, partly because Count Bleck has brainwashed all of his loyal minions, and partly because Peach asks him to.
Even Evil Has Standards: He prides himself on being a great and evil king, but even he's rendered speechless when he sees what Sammer's Kingdom is reduced to after being consumed by The Void.
Evil Versus Oblivion: Directly Invoked as the reason for him to join the heroes. Peach tries to convince him with other reasons first, which fail, but once Mario brings up that Count Bleck’s victory would mean he would no longer have a world to rule, he sees the logic and joins.
A Father to His Men: A member of the Koopa Troop tells of Bowser's insistence that No One Gets Left Behind, and many of his underlings swear their allegiance to him on the cusp of being brainwashed by Nastasia. Said brainwashing is also one of the things driving him to help stop Count Bleck.
Hopeless Suitor: His usual advances toward Peach are made worse this time around, since the game opens with the two of them being forcibly married to each other. Peach's objections to the legitimacy of the entire thing just fall on deaf ears.
Leitmotif: His version of Piccolo's song is played in the style of heavy metal.
Mighty Glacier: He does double the damage of the other characters, but he's much larger, slower, and less graceful than them, as well.
More Hero Than Thou: After facing O'Chunks alone inside Castle Bleck, the two of them enter a grudge match about who will hold up the collapsing ceiling for longer, while also giving the other heroes the chance to escape.
Not Me This Time: When the Mario Bros. confront him in the prologue over Peach's latest kidnapping, he's rather flabbergasted, to say the least. He was only just preparing to march on her castle when they showed up.

Luigi

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.

In a Single Bound: He has the highest regular jump of the four heroes, but has less traction on the ground.
The Last of These Is Not Like the Others:
- He's the last hero to join Mario's party and does so four chapters after Bowser and one before the end of the game.
- Unlike Peach and Bowser, his grudge match with Count Bleck's associative minion (in his case, Dimentio) doesn't end with him reforming them.
- He's also the only one of the four heroes who isn't playable during the final battle. He's the final boss instead.
Leitmotif: The theme Piccolo plays for him is another jazzy one like Mario's, although Luigi's is a bit snazzier and doesn't feature the game's theme.
Promoted to Playable: After spending the first two games as an extra or the Hero of Another Story, he becomes one of the main characters here.
Spanner in the Works: Early in the game, his attempt to disrupt the birth of the Chaos Heart ends up scattering everyone present across the interior of Castle Bleck, preventing them from being brainwashed by Nastasia right away.
Spring Jump: His signature move.

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.

Heel–Face Turn: In the end, everyone but Dimentio redeems themselves through their interactions with the heroes.
Omnicidal Maniac: They seek to destroy all worlds before remaking them as perfect ones.
Power of the Void: Count Bleck and his minions in Super Paper Mario use this quite eagerly in their attempt to annihilate all of reality. This includes Luigi during his time brainwashed into being Mr. L, so it's theorized that the Power of the Void is the source of Luigi's bizarre Negative Zone Final Smash in Super Smash Bros. Brawl.
Two Girls to a Team: Nastasia and Mimi are the only female members.
Utopia Justifies the Means: Count Bleck brought them into his service by promising he would replace the worlds he destroyed with newer, perfect ones.

Count Bleck

https://static.tvtropes.org/pmwiki/pub/images/9a45c266_ee8a_41c2_93be_8013f91a14ed.png

"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.

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 not only he 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.
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.
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.

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. 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.
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.
Omnicidal Maniac: Bleck's true goal is to bring about a Class Z Apocalypse, as he felt life was meaningless without his love.
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.
Reading the Stage Directions Out Loud: His Third-Person Person dialogue as Count Bleck comes across as if he's quoting the Dark Prognosticus, and he drops it when he's undergone his Heel–Face Turn and is no longer trying to be the person predicted to end all worlds.
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: Strangely, they briefly turn blue after he's defeated by the heroes, only to go back to red once Super Dimentio is defeated.
Restart the World: He claims to want to end all worlds so that he can create new, perfects ones in their place. It's unknown how this would tie into his motivation of losing Timpani, and for what it's worth, Dimentio cites it as a lie he used to ensure the loyalty of his minions.
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."
Star-Spangled Spandex: The inside of his cape looks like a starry void. When he's about to destroy the multiverse, it changes into a black hole.
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.

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.

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.
Unwitting Pawn: At the end-game, he is this to Dimentio.
Used to Be a Sweet Kid: He came across as a completely decent man before his Start of Darkness.
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.
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 is 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 is now an all-out Omnicidal Maniac not content with just individual payback. Likewise, after the Chaos Heart leaves him upon his defeat, Bleck suddenly drops his Third-Person Person and speaks normally again.
Yandere: 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 not only he 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.
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 his damage.

Nastasia

https://static.tvtropes.org/pmwiki/pub/images/3b97a13f_9285_42cd_a36d_e33a65bf1636.png

"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.

All Love Is Unrequited: She has feelings for Bleck, but knows that his heart belongs to only one person...
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 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.
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 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.

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.
Dub Name Change: From Dodontasu.
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 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.

Action Fashionista: She fights the heroes while making constant changes to her attire every chapter.
Ambiguous Robots: If those gears in her head are any indication...
Because You Were Nice to Me: Because Peach saves her life at one point is implied to be one of the causes of her reforming.
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.
Designated Girlfight: With Peach during the climax.
Dub Name Change: From Manēra, a pun on the Japanese word mane (mimicking) and the English word money.
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.
Kicking Ass in All Her Finery: In Chapter 6, she fights the heroes wearing a fancy kimono.
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.
Punny Name: Her Japanese name is Manēra, a pun on the Japanese word mane (mimicking) and the English word money.
Recurring Boss: Fought three times.
Shapeshifting: She has the ability to use this, and it is utilized three or four times in-game.
Spider Limbs: They gradually fall off as she takes damage.
Unlimited Wardrobe: 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.

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: 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.
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 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.
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.
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. 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.
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. 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.
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: 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 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.
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? 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

https://static.tvtropes.org/pmwiki/pub/images/mr_l_ssbu.png

"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.
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!
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!" 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.
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.
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.

Bosses

Fracktail

$https://static.tvtropes.org/pmwiki/pub/images/fracktail_art_super_paper_mario.png$

"... 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.

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.

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.
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.
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

https://static.tvtropes.org/pmwiki/pub/images/king_croacus.png

"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.

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.
Sizable Snowflakes: Such snowflakes appear abundantly everytime Bonechill uses one of his ice attacks.

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.

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.
Hypocritical Humor: When Mario finally notices something familiar about Mr. L, she nonchalantly dismisses it as being his imagination. This, despite that she was moments earlier feeling that same familiarity with regard to Count Bleck.
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.
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.
Trapped in Another World: Considering she is able to recall the exact moment in which Blumiere became Count Bleck, the strongest implication is that she was trapped by his father in the third dimension specifically, where her lover couldn’t see her at the time. If this were true, it would mean that her near-death, amnesia, and ending up in Flipside were all the result of him opening the Dark Prognosticus when she was so close by.
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

https://static.tvtropes.org/pmwiki/pub/images/spm_tipptron.png

"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.

Other Pixls

https://static.tvtropes.org/pmwiki/pub/images/pixls.png

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 Hyperspace Mallet 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.

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.

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.

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.

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: Tries to invoke this in how he treats the heroes, which often falls flat due to the fact that he's just a little kid.
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: Unlike almost every other character you meet in the game, the circumstances Squirps is left in at the end of Chapter 4 are the same ones he remains in through the Playable Epilogue. No changes, no Reset Button, no Unexplained Recovery.
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, which gives some understandable context to his Potty Emergency and One-Track-Minded Hunger.
Ridiculously Cute Critter: Peach wastes no time gushing over how cute he is.
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.
Small, Annoying Creature: Bowser tends to see him more as this, calling him "space nibblet" and even threatening to eat him if he gets on his nerves.
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 as he lays down to rest.

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: Finishing the Duel of 100 after the game is over has him obliviously state that the Pure Heart intended as the grand prize has gone missing, so instead he offers you Catch Cards of Mario's partners from Paper Mario: The Thousand-Year Door.
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.

Jaydes & Grambi

https://static.tvtropes.org/pmwiki/pub/images/queenjaydes.png

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”.
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.

Luvbi

"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.

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 he first opened the book gives merit to this, or at least implies that the tribe's goal had evolved over time.
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.

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