Characters / Super Paper Mario

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

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Characters from Super Paper Mario.

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

All spoilers are unmarked. You Have Been Warned.

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Heroes of Light & the Pixls

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.

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

Princess Peach

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

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

King Bowser

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

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

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.

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

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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!"

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

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

Other Pixls

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

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

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

Villains

Count Bleck & 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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• Brains and Brawn: Dimentio is the brains while O’Chunks is the brawn.
• Contrasting Sequel Antagonist: The X-Nauts were an entire race dedicated to taking over the world and rule it under Grodus's image. They generally work professionally and don't show much care for one another. Lord Crump and the Shadow Sirens in particular don't have much of a motive to their actions other than an Undying Loyalty to Grodus and the Shadow Queen respectively. Count Bleck and his minions are a group of only 5 people (6 when Mr. L temporarily joins) with the goal of destroying all worlds. Each of Count Bleck's followers care for him as more than just a boss and have sympathetic motives for joining his cause (except for Dimentio).
• Evil Counterpart: All of them can be considered this to the main characters:
  • Count Bleck is Mario's: while the latter's friendship with Tippi led to the worlds being saved, the former's love for Timpani is what caused their destruction in the first place.
  • Nastasia is this for Tippi: both of them are closer to tip advisors than real fighters and have a strong attachment to their respective partner. Also, while Timpani was a human whom was turned into a Pixl and is The Lost Lenore to Blumiere, Nastasia was a bat whom Count Bleck transformed into a human and is an Ignored Enamored Underling to him.
  • O'Chunks is this to Bowser, being The Brute to Bowser's big guy, and while Bowser joins the heroes to save his army, O'Chunks joined Count Bleck after his men died in battle.
  • Mimi is this to Peach, being the Perky Female Minion to match Peach's status as The Chick. Both of them appear respectively as a playable character and as an antagonist in the same chapter.
  • Dimentio can be considered this to Luigi: while the latter has worked for both sides because he's been brainwashed but is still loyal in his normal state, the former plays on both sides for his own benefit, attacking heroes and betraying Count Bleck in the finale. Also, while Mr. L fights with a robot he actually built himself in his first fight, Dimentio just hacks the poor Fracktail with his magic when he first presents himself to Mario.
• Fighter, Mage, Thief: O'Chunks, Dimentio, and Mimi, respectively.
• Heel–Face Turn: In the end, everyone but Dimentio redeems themselves through their interactions with the heroes.
• Omnicidal Maniac: Count Bleck seeks to destroy all worlds and nothing else, but his minions follow him because they believe he will create newer, perfect ones instead.
• 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.
• Psycho Rangers: They all fit the bill pretty well. Even Mr. L is a Psycho Sixth Ranger of sorts.
  • Count Bleck: Big Bad
  • Nastasia: The Dragon
  • O'Chunks: The Brute
  • Dimentio: Evil Genius
  • Mimi: The Dark Chick
  • Mr. L: Sixth Ranger Traitor (even if he's actually brainwashed)
• 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/Lord Blumiere

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

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

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• Affably Evil: He uses polite language and never punishes his minions physically. He's also trying to destroy the multiverse.
• All-Encompassing Mantle: His torso might actually be the mantle.
• Amazing Technicolor Population: He has dark blue skin, presumably owing to his roots in the Tribe of Darkness.
• Anti-Villain: Type I and II. He genuinely cares for his minions and is motivated by deep sorrow rather than evil.
• Aristocrats Are Evil: He is a count who seeks the destruction of The Multiverse. Downplayed as he is Affably Evil and a Woobie, Destroyer of Worlds.
• Ax-Crazy: He's more composed and polite than Dimentio, but he's still one of the darkest villains Mario has ever faced. The loss of his fiancée, combined with the corrupting influence of the Dark Prognosticus, drove him so insane that he not only killed his own father to avenge her, but also seeks the destruction of all universes out of spite; while understandable, he's basically willing to involve untold innocents in a selfish attempt to Put Them All Out of My Misery.
• Badass Cape: He wears a white cape with a Star-Spangled Spandex interior.
• Badass in a Nice Suit: He is a Man of Wealth and Taste and capable of fighting.
• Became Their Own Antithesis: The All-Loving Hero who cherished the universe was corrupted by a tragic incident into an Omnicidal Maniac who sees no value in anything. Lampshaded by Nastasia before The Reveal of his true identity.
  Nastasia: It's strange... Nobody ever, um, cherished the universe the way you once did... And yet, you've been made to destroy it...
• Beneath the Mask: He is initially portrayed as a mustache-twirling villain, but he eventually turns out to be an anti-villainous Tragic Villain whose love made him evil in the first place.
• Benevolent Boss: He is surprisingly nice for someone having a Suicidal Cosmic Temper Tantrum. When Nastasia thinks he's going too far, he offers to let her retire with his blessing, which she refuses anyway. This extends to his other minions as well; he never resorts to physical punishment, and he doesn't even punish them himself; he leaves that to Nastasia, who gives rather harmless punishments like "write a 1000 page essay".
• Big Bad: The main villain of the game. Or so it seems at first.
• Broken Bird: Gender-Inverted. He was an All-Loving Hero until he crossed the Despair Event Horizon upon losing Timpani. This made him a Straw Nihilist because he thought that life was meaningless without her.
• Cheshire Cat Grin: Only briefly, after being defeated by the heroes, do we see his smile become a frown.
• Classy Cane: In keeping with his gentlemanly mannerisms.
• Contrasting Sequel Antagonist: Sir Grodus wanted to take over Mario's world and remake it in his own image. Count Bleck however, wants to destroy all existing worlds and keep them in ruin. While Grodus did not care for his minions and had a largely unknown past, Count Bleck treats his minions with respect and has the tragic backstory of being stricken with grief after losing his loved one.
• 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.
• 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" to an extreme.
• The Dog Was the Mastermind: Blumiere is a flashback character who has an Interspecies Romance with a human girl named Timpani, to whom he becomes very devoted. Near the finale, he turns out to be the former identity of Count Bleck, the Big Bad who plans the destruction of all worlds.
• 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.
• 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.
• From Nobody to Nightmare: He went from a member of a secretive tribe to a universe-threatening Omnicidal Maniac.
• Generic Doomsday Villain: Played straight, deconstructed, and averted all in one. In his first few moments, he appears to play this straight as he plans to destroy the world for no reason, but as the game progresses, this view gets deconstructed as his thin mask of a doomsday villain chips away and his true side begins to manifest. After the end of each chapter, you hear the memories of two characters named Blumiere and Timpani falling in love with each other. At first, this sounds like an irrelevant filler side story, but as the story progresses, more and more connections between this side story and the main story begin to show. If the Generic Doomsday Villain façade didn't break with Bleck muttering Timpani's name in the Sammer Guy kingdom, they certainly did when Dimentio outright says Blumiere's name in the face of Bleck and even further when the final memory reveals that Blumiere became Bleck when he read the Dark Prognosticus out of despair and went insane because of the aformentioned cursed book.
• Gentleman Wizard: He's an Affably Evil wizard in a white suit who uses a ruby-tipped magic cane and owns a complex castle.
• Heel–Face Turn: After his defeat, he performs a Heroic Sacrifice to avert the destruction of worlds.
• Heroic Sacrifice: At the game's climax, Dimentio has left behind a shade of his power, hoping to use the Chaos Heart's power to wipe out reality as a final act of petty spite. Bleck takes it upon himself to bring the party to the Chaos Heart's resting place - the same wedding cathedral seen at the beginning of the game. Alongside Tippi, the lovers say their vows to one another and get married, with this act sealing away the Chaos Heart and saving the universe, but the two are never seen again. Possibly subverted, as it's implied by some dialogue and the ending screen that Blumiere and Tippi aren't dead - rather, they live on in another world, free to live together happily ever after.
• 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 In Japanese, his real name really is Lumiere.
• 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 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.
• Motive Decay: He started out as wanting to get revenge on his father who got rid of his fianceé to keep his tribe's magic pure. However, when he opened the Dark Prognosticus to do so, he went so mad with its powers that he started trying to take all the worlds with him.
• 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.
• Names to Trust Immediately: His real name, Blumiere, is based on "blue" and "lumière", the latter of which is the French word for "light". In Japanese, it really is Lumière.
• 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: He seeks the destruction of all universes, telling his minions that it's so they can be remade without bad things like war. In actuality, he only intends everything to stay destroyed out of despair over the loss of his fiancée. He ultimately makes a Heel–Face Turn to stop The End of the World as We Know It once realizing she was still alive and the help of his loyal minions.
• Official Couple: By the end of the game, Blumiere and Timpani reunite and marry each other to save the universe, becoming an item once again.
• Omnicidal Maniac: Bleck's true goal is to bring about a Class Z Apocalypse, as he felt life was meaningless without his love.
• One True Love: Timpani. Blecks cares more about her than anybody else, and losing her sent him down on a dark and dangerous path.
• 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, treating them like a happy family and never punishing them with more than silly tasks. His genuine friendship with O'Chunks, Mimi, and Nastasia plays a crucial role in his final Heel–Face Turn and Heroic Sacrifice.
• Pre-Final Boss: It's after Bleck's defeat that Dimentio reveals his agenda and becomes Super Dimentio, the final boss of the game.
• 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.
• Redemption Equals Death: After finally snapping out of it and turning back to the side of good, Bleck completely redeems himself by sealing the Chaos Heart away alongside Tippi, seemingly at the cost of their lives. Potentially subverted, as it's implied they didn't actually die from this and simply got sent somewhere unknown.
• 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, perfect 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.
• Self-Made Orphan: Strongly implied to have killed his father after the latter cursed Timpani to wander all dimensions for eternity.
• 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.
• Start of Darkness: The post-Chapter flashbacks offer exposition for Bleck's backstory, showing him a member of an ancient tribe who fell in love with Timpani, only to go down a dark path when his father banished her.
• 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.
• This Cannot Be!: As Dimentio led him to believe that he actually killed the heroes rather than just teleporting them all to the Underwhere, Bleck describes himself as being in utter disbelief when he learns that they managed to escape.
• Tragic Villain: Bleck was once a good man, but after tragedy struck and possibly had his mind corrupted by the Dark Prognosticus, his darker feelings drove him to try and bring forth the end of all things. The cutaway scenes to Bleck in his lair showcase what kind of fellow he is, displaying that deep down he still has good in him and he's mostly just stuck being a villain because he can't bring himself to turn away from his plan.
• 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.
• 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.
• Villain Protagonist: Or rather, a Villainous Deuteragonist. Bleck has a lot of screentime dedicated to showing his motivations, personality, and relationships with other characters, and ultimately he's the one who saves the day from Dimentio's insane megalomania.
• 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.
• 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

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

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

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• Charm Person: Her signature ability. Without it, Peach would never have said "I do" to the marriage, and broken all of reality in the process.
• The Comically Serious: She has the personality of a jaded, beleaguered secretary and only loses her cool about two or three times in the whole game, which contrasts with the much more animated and out-there personalities of the other minions.
• The Confidant: Nastasia is this to Count Bleck. She knows about his true goal with the Void and why he does it. And thus she knows about his past as Lord Blumiere and his lost love Lady Timpani. She only talks about these with the Count when they are alone and never mentions those to any other of the Count's minions.
• Cool and Unusual Punishment: She doesn't kill those who manage to disobey or fail a mission, but she does punish them by having them write a thousand-word essay and singing praises to Count Bleck multiple times (as she demonstrates with O'Chunks).
• The Dragon: Count Bleck's right-hand woman.
• Heroic Sacrifice: She intercepts Dimentio's attempt to assassinate Count Bleck by taking the blow for him.
• 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.
• I Owe You My Life: Pledged Undying Loyalty to Count Bleck for freeing her from a trap when she was a bat.
• Ignored Enamored Underling: Nastasia has an obvious crush on Count Bleck, but she knows that there is nothing she could do to replace Timpani. In the post-game, she is still coming to terms with the fact that Bleck and Timpani are gone, saying that she understands what it was like when Blumiere became Bleck.
  Nastasia: [quietly] If I could... um, I...
  Count Bleck: You'd what?
  Nastasia: If only I could have, y'know, been that girl... Things would have been different...
  Count Bleck: [shaking his head] She cannot be replaced. You cannot hope to do so, Nastasia.
  Nastasia: Yeah, um, I'm very sorry. That just slipped out.
• My Master, Right or Wrong: She objects more than once to the ambitions of Count Bleck's scheme, but sticks by his side even when offered the chance to leave with his blessing.
• Prim and Proper Bun: She wears her hair in a high bun, signifying her serious and professional personality.
• Secretary of Evil: Directs the other members and, presumably, all of the minions, due to being the one that brainwashed them.
• 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. See Cool and Unusual Punishment for further explanations.

O'Chunks

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

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

---

• Badass Normal: O'Chunks doesn't have any magic, transformation abilities, or giant robots to fight with. He holds his own quite well with just his bare hands.
• Brainwashed and Crazy: O'Chunks as O'Cabbage: Basically, Dimentio planted a floro sprout on O'Chunks to brainwash him (and see their effectiveness). It works in brainwashing him and fighting Mario, but his vocabulary decreased as a result, only being able to spout random plant names while under control. It's later implied that O'Chunks was actually the first attempt before Dimentio perfects the other floro sprout to use on Luigi as part of his own evil plan.
• The Brute: Physically the strongest and biggest of Count Bleck's bunch, with a skull as thick as his accent.
• Dark and Troubled Past: Carson states that he was once a general who led 1,000 men into battle, but they were all killed when one of his trusted advisors sold him out to the opposing army.
• Dub Name Change: From Dodontasu.
• Dumb Muscle: He's the strongest of Count Bleck's minions, but he isn't very bright.
• 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's still no more damaging than any of his other attacks.
• Fartillery: In his Duel Boss battle against Bowser in Chapter 8. This is also how O'Chunks flies away after you beat him.
• Heel–Face Turn: He also redeems himself with Nastasia and Mimi.
• I Owe You My Life: In the Japanese text, Carson says that O'Chunks joined Count Bleck's army after the latter saved the life of the former.
• I Shall Taunt You: If he manages to toss you, he'll do a strange victory dance (unless you're using Peach). He'll also laugh if he manages to jump directly on you.
• Ignored Enamored Underling: O'Chunks has an unrequited crush on Nastasia, his superior. She also happens to have a crush on HER superior, Count Bleck.
• Leitmotif: O'Chunks, Warrior.
• Meaningful Name: His name in Japanese (Dodontasu) possibly comes from the word dodon (駑鈍), which means foolish. Fitting for the brutish muscle.
• Meet My Good Friends Lefty and Righty: Fist Jr. and Slappie.
• 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.
• Top-Heavy Guy: His arms are gigantic, but his legs look tiny in comparison.
• 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.

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.

---

• 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: Peach saving her life at one point is implied to be one of the causes of her reforming.
• Big, Stupid Doodoo-Head: Comes with her childish demeanor.
• Body Horror: She appears to snap her own neck at the beginning of her transformation.
• Brick Joke: The first time the heroes encounter her is when she's masquerading as the housekeeper for Merlee's Mansion. In the post-game, you can find her in the exact same place and she mentions that she works for Merlee as an actual housekeeper now.
• Creepy Child: At least, if one assumes that she actually is a child.
• The Dark Chick: The girliest of Count Bleck's minions, who also acts as a Foil to Peach.
• Dub Name Change: From Manēra, a pun on the Japanese word "mane" (mimicking) and the English word "money".
• Designated Girlfight: With Peach during the climax.
• Exit, Pursued by a Bear: She exits chapter 2-2 chased by a giant Gnip named Gnaw. Although she's back in the next chapter without explanation.
• 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.
• Hair-Trigger Temper: It doesn't take much to set Mimi off.
• 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.
• Morally Bankrupt Banker: In chapter 2-3, she oversees Mario's debt of one million Rubees while acting like a bank teller. The heroes ultimately get out of debt by breaking into her safe and making off with everything inside.
• 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.
• Nothing Nice About Sugar and Spice: She has a different outfit just about every time you see her, waxes on about her boy crushes, and is generally the most couqettish girl in the game. She's also insanely petty, cruel, and persistent.
• 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" (referencing the debts she oversees in Chapter 2-3).
  • Her English name works too as a pun on "mimic".
• Recurring Boss: Fought three times.
• Shapeshifting: She has the ability to use this, and it's utilized three or four times in-game.
• Slavery Is a Special Kind of Evil: One of the many things she does to try and stop Mario in Merlee's Mansion is forcing him to work off a debt of one million Rubees, which she doesn't expect him to ever be able to pay off. She's apparently done this to countless others who can be seen toiling away in the mansion.
• Spider Limbs: They gradually fall off as she takes damage.
• Trademark Favorite Food: When asked about the best food, Mimi declares it to be tangerines.
• 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, dimension bending jester who serves as one of the main lieutenants of Count Bleck. A completely deranged psychopath, he is always smiling and enjoys speaking in strange similes. Although he appears to be a mere minion, there is more to him than meets the eye.

---

• Ax-Crazy: Oh yes. Don't let that cute jester look fool you, he's one of the most deranged villains in the Mario series, and rivals Kefka in sheer insanity.
• Badass Finger Snap: The way he activates his spells, which often result in Stuff Blowing Up.
• Beware the Silly Ones: He doesn't look like much at a glance, but going by how he manipulates the plot, it seems likely that he could have gone and killed the heroes while they were searching for the Pure Hearts if he really wanted to, and he's only stopped because Count Bleck and his henchmen re-energize the Pure Hearts and make him vulnerable.
• Big Bad: The true mastermind behind all the events in the game.
• Blatant Lies: His Leitmotif is called "Dimentio, Charming Magician". He is anything but charming!
• Boss Remix: The Ultimate Show is a remix of his Leitmotif, a fitting enough theme for the Final Boss.
• Bright Is Not Good: Wears a bright purple and yellow jester costume and his Energy Balls are colored the same way. Despite this, however, he is most definitely not good.
• Catchphrase: "Ciao!"
• The Chessmaster: Manipulated both the heroes of light and his own allies for his own ends. It is also heavily implied that he was responsible for several of the events foretold within the Dark Prognosticus, and possibly even creating the Dark Prognosticus itself.
• Circus Synths: This wicked jester is sometimes associated with electronic music:
  • "It's Showtime", his normal battle theme, combines circus horns with a variety of synth sounds. This, combined with the frantic melody, creates an overwhelming feeling.
  • "The Ultimate Show", the battle theme for Dimentio's One-Winged Angel form as the Final Boss, has a melody of distorted circus instruments, accompanied by a techno bassline and beat.
• Classic Villain: Dimentio represents Ambition, being a harlequin-like villain who wants to remake the world in his image. While deceiving his ambiguously villainous boss into thinking he's on their side, he essentially deceives the player into thinking he's going to turn out to be on the hero's side the whole time. It turns out that while his boss wants to destroy the universe completely, he wanted to remake it into something better (IE, his). After usurping his boss' power, he is defeated after a Final Battle in a nightmarish room covered with his trademark harlequin smile.
• Color Contrast: Other than black, his outfit is in yellow and violet shades, one of the rarer seen ones. Likely because said colors represent some of his personality.
• Contrasting Sequel Antagonist: He definitely shares many traits with the Shadow Queen, including her sadism. Both the Shadow Queen and Dimentio are typically colored in purple and yellow. Both betray their "supposed masters" to signify their takeover as the game's Big Bad and Final Boss. Both are fought in the Inner Sanctum of a darkness-themed sinister location (Palace of Shadow for the Shadow Queen, Castle Bleck for Dimentio). Both offer the heroes a chance of joining them, resulting in a Game Over if they agree to do so. And both seize Mario's closest allies as their designated host for the Final Battle (Peach for the Shadow Queen, Luigi for Dimentio). However their differences do not go unnoticed. On one hand, the Shadow Queen is female, a Sealed Evil in a Can who only appears and is fought at the end of the game, has followers worshipping her, is a 1000-year-old demon who had a history with heroes from the past, and desires to cover the world in darkness to signify her rule. Whereas Dimentio is male, The Heavy who acts as Count Bleck's mercenary throughout the vast majority of the game, is fought three times (including his One-Winged Angel form for the Final Battle), is largely independent (he doesn't have any known followers—NOT counting Mr. L who was brainwashed by him), is merely a mind-bending jester with a largely unknown past, and desires to destroy all worlds and make new ones in his own image. Of the two, the Shadow Queen is more brawn — as she is powerful enough to confront anyone on her own and put up an extremely tough fight in any form. Whereas Dimentio is more brain — he has to manipulate the heroes to defeat Count Bleck (knowing full well he can't contend with him on his own) so that he can seize the Chaos Heart for himself.
• Darker and Edgier: Dimentio is easily one of the darkest villains the Mario series has produced, rivaling the Shadow Queen, the Shroobs, the post-Sanity Slippage King Boo, and the Megabug in terms of sheer malice.
• Didn't See That Coming: His plan was very nearly a Xanatos Gambit except for a single flaw: he didn't know that the Pure Hearts could be revitalized after already being used.
• Die Laughing: Gives one final bout of laughter as he dies.
• Dissonant Serenity: Rarely loses his cool and always maintains a perpetual Psychotic Smirk. What makes this scarier is that we never know if it's a mask or his actual face.
• Eldritch Abomination: Possibly. His One-Winged Angel form? Definitely.
• Energy Ball: His Signature Move.
• Enigmatic Minion: Not much is known about him or his background. He is hinted to have been a mercenary at some point.
• Establishing Character Moment: Dimentio quickly establishes his nature as a darker villain than most by corrupting Fracktail into fighting Mario, despite the fact that Fracktail was just about to let Mario obtain the red Pure Heart without a fight.
• Evil Cannot Comprehend Good: The reason why he ultimately failed. He was sure the power of the Pure Hearts had been used up against Count Bleck, only for Count Bleck and Tippi's love to revive them.
• Evil Genius: Cold, calculating, cruel, and he fights with magic. And what truly cements his role as this is that he is a mastermind manipulating everyone in the game to his own ends.
• Evil Is Hammy: Everything Dimentio does is done with a theatrical flourish; he treats his entire Evil Plan like a piece of theater. And the titles of his Leitmotifs best exemplify this.
• Evil Is Petty: As if his other misdeeds weren't bad enough, when the heroes succeed in defeating him, he's so spiteful that he leaves behind a shadow of his power that will keep The Void in existence long enough to ensure the end of all worlds with no chance of them coming back. It's only thanks to Tippi and Bleck pulling a Heroic Sacrifice that the universe is spared.
• Eviler than Thou: He betrays Count Bleck after the latter's defeat, revealing that he was the true mastermind who played everyone all along and plans to remake the universe in his image.
• Faux Affably Evil: He seems like a decent and polite enough guy at a glance, but beneath the amicable façade lies a true rarity within the famously family-friendly Mario franchise — a cold-blooded killer played completely straight.
• Final Boss: Of Super Paper Mario, as Super Dimentio.
• Floating Limbs: He has no arms.
• Godhood Seeker: His basic goal. Why does he want to accomplish this? No reason whatsoever; he's just nuts.
• Gratuitous English: At one point, he says "it's a Showtime" in the original Japanese.
• Gratuitous French: In the original Japanese, where he peppers his speech with French words, such as "bonjour", "bon voyage", and "mademoiselle". This didn't carry over in the English translation.
• Gratuitous Italian: His catchphrase, "Ciao!", is the italian word for "Hi!" and "Bye!".
• Gratuitous Spanish: At one point, he uses Spanish words such as "señor" and "señorita" in the original Japanese.
• The Heavy: Appears the most out of Count Bleck's minions, and his actions, not Mario's and not Bleck's, are usually responsible for the plot's biggest upsets. And the reason for this is that he is the real Big Bad.
• Hero Killer: He technically kills all four of the protagonists, blasting Mr. L to the Underwhere after he loses to the heroes a second time, and the other three aforementioned heroes when they're out of options to get to the next Pure Heart. Granted, it turns out that they survived their dispatching, and there was nothing the least bit subtle about how it was portrayed.
• Humongous Mecha: Judging from its appearance and attack cues, Super Dimentio seems to be one of these.
• I Meant to Do That: When he first fights the heroes by sending them to Dimension D, he is stunned when he realizes that Dimension D makes both himself and his opponent stronger, but he laughs it off as a warm-up.
• I Need You Stronger: Dimentio interferes with the protagonists for this purpose, allowing them to defeat Count Bleck, thus freeing the Chaos Heart for him to use.
• Incoming Ham: Whenever he appears, expect him to throw out a random simile or two.
• Invisibility: Uses this to spy on several characters. It's how he was able to learn Tippi's true identity.
• Knight of Cerebus: A case where a villain gets darker as the game progresses. At first, Dimentio is as lighthearted and silly as the rest of Count Bleck's band. But as his plans and motives are revealed, he reveals himself to be utterly psychopathic. And when his plan to remake the universe is foiled, he decides to destroy it all anyway out of sheer spite.
• Lack of Empathy: He only viewed Count Bleck's depressed state and feelings for Timpani/Tippi as a weakness to be exploited, which he did exploit. Because of this, he also legitimately thought that, once the Pure Hearts were used up to defeat Bleck, they wouldn't ever return, thus allowing him to take over the Chaos Heart without risk of being defeated. He was proven wrong, as they came back due to the pure love of Bleck and his followers.
• Large Ham: Half of his dialogue consists of laughing at the heroes and making similes. He's pretty over the top, fittingly since he is a jester.
• Laughably Evil: He's a despicable little sociopath, but his hilariously hammy antics and bizarre speech patterns all but force you to like him.
• Leitmotif: Dimentio, Charming Magician.
• Mad Bomber: His nastiest technique and preferred method of killing is to create a barrier around his victim, then set off explosions inside.
• Magical Clown: This wicked jester has control over dimensions. He can even create his own!
• The Man in Front of the Man: There are hints that he might have been the writer of the Dark Prognosticus or at least was involved in its creation, meaning that he would be this as everything Bleck did in the game would be traced back to him.
• Manipulative Bastard: As Count Bleck learns the hard way.
• Meaningful Name: His name is a play on the words "dimension" (referencing his Reality Warper powers) and "demented" (because he's batshit insane).
• Me's a Crowd: He can replicate himself during boss fights. During the Castle Bleck level, he floods a hallway with replicas of himself to spam projectiles and push characters back.
• Monster Clown: Especially Super Dimentio.
• Multiple-Choice Past: Dimentio's past has never fully been revealed and what information we do have is conflicting at best. He was either a mercenary with dimensional magic, a descendant of the magician who created the Pixls, or he could be both.
• Near-Villain Victory: His plan was perfect, except that the Pure Hearts regenerated because of the Undying Loyalty of Count Bleck's minions.
• The Nicknamer: He calls a brainwashed O'Chunks "O'Cabbage". Even more so in the original Japanese, where he has a tendency of giving nicknames to some people: Mario is "Beardbeard-kun" or "Monsieur Beardbeard", Luigi is "Luilui-kun", Peach is "Mademoiselle Peach", Bowser is "Spikespike-kun", O'Chunks is "Dodonta-kun" ("Dodonta" being part of his Japanese name), and Mr. L is "Elilin".
• Not-So-Harmless Villain: At first, he seems like a somewhat ditzy and lighthearted magician... until he appears to outright murder Mario, Luigi, Peach, and Bowser with no hesitation or remorse, and it all goes downhill from there. If he didn't need the good guys for The Plan, he could just pop in and kill them whenever he wanted to.
• Nothing Is Scarier: Unlike Count Bleck and all his other minions, Dimentio's origins are never explored. Nobody on Bleck's team knows anything about him, and neither Caron nor Garson have any stories to tell about him. He's just this insane jester that somehow got into Bleck's employ...
  • He's also the one and only enemy in the game you can't use Tippi's Tattle on. The only enemies related to him that you can use it on are the clones of him that flood Castle Bleck's halls and his Final Boss form, Super Dimentio, but the former are just soulless copies of him, while the latter's a One-Winged Angel fusion of him, Luigi, and the Chaos Heart. There's no way to use Tattle on him when it's just him, making him all the more mysterious.
• 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.
• One-Winged Angel: Super Dimentio, a Fusion Dance between him, the Chaos Heart, and Luigi.
• Perpetual Smiler: Always maintains that ever-present smile, even when committing horrific acts.
• Playing Both Sides: Manipulated Count Bleck and the heroes into helping him obtain the Chaos Heart.
• Power Floats: He's never seen walking, for some unknown reason.
• Practically Joker: Seemingly a Laughably Evil and harmless jester in line with Count Bleck's other minions, Dimentio eventually reveals himself to be a total psychopath with no regard for anyone but himself and his grand designs. Much like the Joker, his past is muddied with mystery. In the final stretch of the game, he tries to manipulate the heroes into accepting his Floro Sprouts. He succeeds with Luigi no matter what, transforming into Super Dimentio in the process.
• Pragmatic Villainy: Technically, he does help Mario, Peach, and Bowser out at one point by sending them to the Underwhere, where they find Luigi and a way to restore the purple Pure Heart, but this is only because it will bring him one step closer to defeating Count Bleck and stealing the Chaos Heart from him.
• Psycho for Hire: Hinted at with Carson's mention of his having a mercenary background.
• Psychotic Smirk: His default expression.
• Put the "Laughter" in "Slaughter": He gives out an "Ah ha ha" after "killing" Mario, Peach, and Bowser.
• Reality Warper: He can summon his personal dimension called "Dimension D" at a whim. Considering that he's implied by Carson to be a descendant of the magician who created the original Pixls, it's not surprising.
• Recurring Boss: He is fought three times. Once in Chapter 3-3, a second time as a Duel Boss battle with Luigi, and a third time as the Final Boss, Super Dimentio.
• Restart the World: Unlike Count Bleck, Dimentio plans to remake the world in his own twisted image.
• Riddle for the Ages: Where did he come from?
• Sadist: It's not hard to see him as one considering he makes constant jokes when killing others and he promised to torture Count Bleck and the others when he was done with Mario and Co.
• Send in the Clones: He can split himself into quite a few copies.
• The Sociopath: Incredibly manipulative, has nothing resembling empathy, constantly smiles when performing horrific acts as well as making cruel jokes when killing and other atrocities. Tippi even outright calls him one.
• Split-Personality Merge: At first, the brainwashed Luigi merged with the Chaos Heart is only capable of saying "GREEEEEEEEEN!" Once Dimentio merges with them, he gains control, and talks the same way he normally does, except for shouting "L-POWER!", hinting that there's a touch of Luigi, or rather, Mr. L's personality in there too.
• The Starscream: He is first seen as a servant to the Big Bad Count Bleck, even mentioning it himself throughout the game, but it turns out, Dimentio himself is the true Big Bad who only teamed up with Bleck for his own means: to get the Chaos Heart. He later betrays Bleck and attempts to destroy the world himself.
• Stepford Smiler: Type III. He wears an ever-present smile, but is a complete maniac.
• Suicidal Cosmic Temper Tantrum: Falls back on this plan after his One-Winged Angel form is defeated.
• Taking You with Me: Double Subversion: At first, after Luigi defeats Dimentio, Dimentio seemingly attempts to invoke this trope on Luigi, apparently in order to keep him from Bleck's "velvet-lined hands" by trapping Luigi with him in his explosion barrier (the same one that "killed" Mr. L/Luigi the first time as he later did Mario, Bowser, and Peach). However, it was later revealed that Dimentio actually softened the blow so it only knocked Luigi unconscious and allowed himself to survive, as part of a plan so he could then implant a floro sprout on Luigi so that he could then brainwash Luigi into merging with the Chaos Heart (and then merge with the both of them). However, after his final defeat, Dimentio decides to take the multiverse with him to the grave.
• Talks like a Simile: "And now we must duel, like two glimmering banjos on a moonlit stoop!"
• Technopath: Dimentio short-circuits Fracktail at the beginning of the game, making it attack Mario.
• To Create a Playground for Evil: He wants to create a perfect world under his rule. What his idea of "perfect" could be is anyone's guess, but is unlikely to be anything good.
• Token Evil Teammate: While none of Count Bleck's minions are good and all want to destroy the universe, they all have sympathetic traits, including Bleck himself who is a Tragic Villain, and all ultimately pull a Heel–Face Turn and help undo the destruction of the universe. Dimentio, however, is a complete psychopath who was planning on betraying Bleck from the start. He dies without redeeming and even leaves a shadow of his power to destroy the universe out of spite.
• Troll: Apart from being outright evil, he likes screwing with people on a small scale too. Mimi is furious when she realises he's been reading her diary.
• Vile Villain, Saccharine Show: It's very jarring to find a character who is as insane and murderous as he is in a Mario game, even with his Laughably Evil tendencies. The only ones who could even compare to him are the Shadow Queen, King Boo, and the Megabug.
• Villainous Harlequin: He certainly has the jester's outfit and personality down. He's also the most villainous character in the game.
• Villainous Breakdown: He becomes an Omnicidal Maniac after being defeated by Mario and company for the last time.
• Villain Teleportation: How he gets from point A to point B.
• Walking Spoiler: Truly, there's more to him than you'd think.
• We Can Rule Together: Tries to convince Mario and Luigi to join him to defeat Count Bleck, explaining how he has helped them. Accepting this offer rewards you with a Non Standard Game Over where Mario and Luigi are brainwashed into serving him.
• Zerg Rush: Somewhat. In 8-3, he completely floods a hallway with clones of himself. They don't actually hurt you, but will continuously push you toward the center of the hallway and away from the objectives you're trying to reach.

Mr. L

"The Green Thunder strikes like lightning!"

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

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

---

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

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.
• Contrasting Sequel Antagonist: He shares the same dragon theme, a similar color scheme, has a name ending in "tail", and is the boss of the first chapter like Hooktail. But is very different otherwise. Hooktail is a female organic dragon, and is one of the Shadow Queen's three pets. She resides in a castle in an open grassy field and goes around eating whoever comes across her, with the carnage being visible with the amount of skeletons in her castle. Fracktail is a robotic male dragon who has no association with the villains. He is instead affiliated with the heroes and resides beneath the sands of an open desert, waiting a thousand years for Mario to arrive and claim the Pure Heart. Unlike Hooktail, who willingly attacked Mario out of sheer malice, Fracktail is forced into attacking Mario after Dimentio hijacks his system. Hooktail has a more traditional dragon design with normal sized limbs and a tail with her head being the weak point, while Fracktail is much bigger with an elongated body, tiny limbs that are barely noticeable, and an antenna on his head which is his weak point.
• Dying as Yourself: He reverts to normal just before dying, imploring Mario to stop the end of all worlds.
• 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.
• Mad Eye: After going haywire, Fracktail's left eye is red while his right eye is green. You can only really see this in 3D.
• My God, What Have I Done?: Says it almost word for word. He's horrified to realise he's attacked Mario on briefly regaining some sanity just before he explodes.
• No Indoor Voice: His voice is rendered in all caps.
• Recurring Element: Of Hooktail from the second game.
• Shout-Out: To the Wii Shop Channel (his eyes become the connection symbol when he's checking if Mario is the hero), and also to Zelda, when he says "I AM ERROR".
• Tragic Monster: He's not a villain at all, and only fights Mario because of Dimentio's tampering.
• Word-Salad Humor: His lines after being corrupted (also doubles as Word-Salad Horror because it lets you know something bad is happening to him):
  "404 computer hamsters not found."
  "Threat level upgraded to Jelly Roll 1."

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.

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• Arc Villain: Of Chapter 3.
• Anti-Villain: Not really evil, just is super interested in insects.
• Catchphrase:
  • "Hi-technicaaaal!"
  • He also has "Nerr..."
• Complaining About Shows You Don't Watch: In-Universe. During his True/False quiz to enter his room, he asks this question:
  "I love going on message boards and complaining about games I've never played!"
• Extreme Omnivore: Considering he is more than willing to eat Bowser...
• Gadgeteer Genius: He seems to have built a lot of meowmaids who guard the rooms of his castle, and he uses explosive ones during his battle.
• I Just Want to Have Friends: Implied by his dialogue just before you fight him.
• Invisibility: He can turn invisible during the battle with him. His shadow can be seen by flipping into 3D.
• Logical Weakness: Surprisingly averted. With him using camouflage as his main gimmick, and Tippi specifically being barred off from you during your first encounter, you'd expect for her True Sight ability to end up proving useful against Francis. But even if you decide to fight him again later on, it turns out she has absolutely no effect on him while he's invisible.
• Lone Wolf Boss: He's not affiliated with Count Bleck in any way.
• Love at First Sight: It's implied that he develops a crush immediately upon meeting Peach. Upon hearing her say that she was looking for him, he pulled out a dating sim-like program and tried to romance her. His last question before she snaps back to reality was asking her about marriage, a question she can't say "no" to.
• Nice Job Fixing It, Villain: His fantasies actually led Mario and Peach to Bowser and because Tippi was happy to find her friends back after his defeat, she created the Pure Heart out of simple gratitude.
• 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.
• Reptiles Are Abhorrent: Downplayed. He's not exactly despicable, but extremely self-absorbed.
• Straw Fan: He constantly and overwhelmingly nit-picks his favorite shows, even as he continues to watch them and buy the merchandise.
• Swallowed Whole: One of his attacks involves eating one of the heroes using his tongue to grab and swallow them.
• Villain Forgot to Level Grind: An optional second battle with him can be fought in Chapter 8-2, but he has the same stats as he did during the first fight, so he isn't threatening at all. He was apparently in the hospital and was definitely not expecting to fight you again.

King Croacus IV

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

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

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• Agent Peacock: Loves jewels, obsesses over beauty, and looks like a girl, but is still a powerful king.
• Arc Villain: of chapter 5.
• Brainwashing for the Greater Good: Or so he believes, as the reason why he hypnotized the Cragnons is to stop them polluting the water.
• The Caligula: He more or less declares an incredibly one-sided war against the Cragons while spending his fortunes on making everything, especially himself, "beautiful". We later learn that he was a wise and just ruler in the past, and only started acting badly after he got poisoned from polluted waters. His last sane order was that none of the defeated Cragons be killed, just held prisoner until they stop poisoning the water supply with their trash.
• 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.
• The Good Chancellor: He ruled as Croacus III's regent until he was old enough to rule, and after Croacus III died without having any children of his own, Croacus IV was officially appointed as king.
• Punny Name: His name sounds like crocus, a species of flowering plant.
• Really 700 Years Old: His species can live for hundreds of years as Queen Croacus II wilted at age 802 and his predecessor, while living to be 88, was considered the youngest of the kings to wilt and Croacus himself is supposedly in his 600s when you confront him.
• Sissy Villain: Croacus has a flamboyant accent, has a thing for beauty and jewels, his petals are roses and looks feminine at first glance.
• Well-Intentioned Extremist: The reason he's brainwashing the Cragnons is because they've been polluting the water his people drink from and he wants to save his species from being poisoned.

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.

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

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.

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

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 boss.

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• 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.
• 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). Though if he is the Pixl Queen, he may simply be hiding his true form via his powers of illusion.
• 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: Shadoo, as in, shadow + duplicate.
• 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.
• Predecessor Villain: If he is the Pixl Queen, then he's this to Count Bleck by virtue of being the previous owner of the Dark Prognosticus and leader of the Pixl Uprising.
• Samus Is a Girl: Assuming he actually is the Pixl Queen.
• Shadow Archetype: Quite literally.
• Superboss: It has 400 HP combined, even more than the final boss, and four phases where it turns into each one of your party members and fights you, utilizing each of your abilities to their highest potential.
• Walking Spoiler: Well, he is a Bonus Boss.

Other Characters

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 (albeit with the rainbow outline used by all other Pixls).
• 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.
• Walking Spoiler: Seeing as how Tiptron was built to replace Tippi, it would be difficult to discuss Tiptron without giving that away.

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, 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.

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

King Sammer

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

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• The Caligula: He's quite excitable for a king, almost to the point of immaturity, though not much more so than his Sammer Guys.
• Cessation of Existence: His dimension is the first in the game to be consumed by The Void, and it happens only halfway through Chapter 6. Not until the Chaos Heart is destroyed at the game's end are he and his kingdom brought back into existence.
• Consolation Prize: If you finish the Duel of 100 during the Playable Epilogue, he offers you Catch Cards of Mario's partners from Paper Mario: The Thousand-Year Door due to you having taken the Pure Heart already.
• Cool Crown: His entire head appears to be his crown.
• While Rome Burns: Mimi practically lampshades the trope. He's off at his palace enjoying a leisurely nap, having put the heroes up to a ridiculous tournament to win the Pure Heart they came for, completely blind to the fact that The Void is on the verge of swallowing his kingdom and the Pure Heart along with it.

Jaydes & Grambi

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

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• 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.
• Composite Character: Jaydes is obviously an analogue to Hades, but her role as Mistress of the Underwhere also brings to mind Persephone.
• Don't Fear The Reaper: Despite her menacing appearance and role, 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 is the angelic and quite aged ruler of the heavenly Overthere, where virtuous souls end up after death. His name is even taken from the words "grandpa" and "Nimbi".
• Huge Girl, Tiny Guy: Jaydes is a few inches taller than her husband.
• Hypocrite: As Bonechill points out, Grambi’s role is to weigh and judge the sins of others, yet he failed to consider the ramifications of his own "sin": that of raising a transformed Pure Heart as his unaware daughter.
• Meaningful Name: "Jaydes" is taken from "Hades", the Greek god of the underworld.
• Parents in Distress: The last section of Chapter 7 concerns repairing the bridge to Grambi's shrine in the Overthere, so that Luvbi and the heroes can rescue him from Bonechill.
• 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.

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• 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.

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• 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.

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

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