Disclaimer: I do not own any of the material appearing in this story.


BGM: Toad Town (Mario and Luigi: Bowser's Inside Story)

A plane flew up to the Mushroom Kingdom and inside was Team RWBY looking down. "Wow, the homes are all mushrooms." Weiss said. "I was right; it's a kingdom full of mushrooms."

"Let's take a look." Yang said as the plane landed on the ground and then they hopped down and then the plane took off.

"So, what town is this?" Blake wondered as Ruby took a look at a sign.

"Toad Town." She read.

"So, basically a kingdom full of mushrooms and toads… gross." Weiss muttered as they walked around.

"You know, for a town, it sure isn't bustling." Yang said as they walked around, seeing the various stores and then seeing a mall. "Sweet, a mall!"

"Where?!" Weiss asked and then she saw it, the humongous Coconut Mall. "Well, I say when we're done here; we might as well do some shopping."

Ruby smiled. "Yeah." She nodded as the four walked around the seemingly deserted Toad Town. "HELLO! ANYONE HERE?!" She yelled after a few minutes of silence.

"I don't think anyone's here." Blake said as they continued walking and then noticed Peach's Castle in the distance, and they proceeded to walk there.

It was then that they heard some growling as they looked at each other and turned around, seeing a few Ursa Majors and Beowolves walking up to them, roaring.

End BGM

"Alright, let's get to work!" Yang said as she equipped Ember Celecia, Weiss taking out her Mytenaster, Blake equipping Gambol Shroud and Ruby taking out her Crescent Rose.

"Let's go!" Ruby grinned.

BGM: Working Together (Kingdom Hearts HD 2.5 Remix)

The Ursa Majors ran over and tried to slash them, but they dodged and Yang used a powerful uppercut to knock it up in the air while Blake jumped over and threw Gambol Shroud, impaling the chest before landing on top of it and slamming down on the ground before jumping off and shooting it.

Ruby backflipped from an incoming slash from a Beowolf and used her Speed Semblance to slash through the Beowolf to cut it in half, then aiming at another and shooting it in the face and then several glyphs surrounded the other Ursas as Weiss quickly went to them and shot icicles at them all to hit them before she and Ruby slashed through several of them.

It was then that they noticed one last Beowolf coming towards them and proceeding to try and tackle them, but they weren't going to let it as Blake and Ruby let their hands down and Yang got on top of them before they pushed her up as Yang came down with her hair on fire and letting out a war cry and punched the Beowolf to the ground, creating a crater in the process.

The Beowolf tried to get back up but Weiss impaled it from behind, immediately killing it, as no more Grimm came over.

End BGM

"Well, that was easy." Yang said, dusting her hands off.

"There should be more." Weiss said, but then they heard cheering as they looked over to see a bunch of Toads running up to them, amazed by their saviors. "Mushroom people?! There's mushroom people?!"

"Interesting…" Blake said as they all surrounded them, with questions like "Who are you?" "Where did you come from?" "Can I have your autograph?" and many more.

"My my! That was an impressive fight!" A voice said as they noticed an old Toad walking over to them. "I've never seen something with a unique fighting style."

"That's pretty much how we do things." Yang said.

"I can tell. Come with me, you four." He requested as the four of them looked at each other before shrugging and following the Toad to Peach's Castle.

BGM: Peach's Castle (Super Mario 64/DS)

"Forgive the mess, we had a… very interesting situation." He said. "Please, have a seat." He requested as they sat down on the couch, looking at the frosting stained walls as he then came back with some tea for everyone. "Tea?"

"Yes please." Weiss nodded and took it.

"So, who are you four?"

"I'm Ruby Rose."

"Weiss Schnee."

"Blake Belladonna."

"Yang Xiao Long."

"Together, our team is Team RWBY." Ruby said.

"I see." The old Toad nodded. "If you're curious, my name is Toadsworth."

"Nice to meet you." Yang said. "So… just out of curiosity, are you the owner of this castle?"

Toadsworth laughed. "No, not at all, I'm just the princess's steward." He said, pointing to a painting as they saw Princess Peach on it.

That's a lot of pink… Weiss thought.

"Who's that?" Ruby asked.

"That is Princess Peach, the ruler of the Mushroom Kingdom… and unfortunately, you came at a bad time."

"You mean the Grimm?"

"What's a Grimm?"

"Those ugly monsters that we just destroyed." Blake told him.

"Oh, so that's what they are."

"Usually they hang around in Remnant, which is where we're from but… I never imagined they'd come here of all places." Yang said.

"I think strong negativity attracted them here." Ruby said and explained what attracts Grimm.

"Interesting…" Toadsworth mused. "That definitely fits Bowser…"

"Bowser?" Blake asked.

"Only the most rotten of all Koopas. He's the ugliest creature you'll ever meet, and he's quite dangerous too… in fact, he kidnapped Masters Mario and Luigi and kidnapped the princess again."

"While controlling the Grimm as well? That… doesn't add up." Weiss said.

"I did hear a woman's voice in the chaos, but I couldn't quite get what she looked like because she left briefly after she paid a visit."

"Okay, so we got a woman in the mix too." Yang muttered. "Well, we came here to defeat the Grimm, we might as well rescue a princess and two guys in the process."

"Yeah, might as well." Ruby nodded.

"You sure you can pull it off? The road to Bowser's Kingdom is quite… treacherous."

"Oh please, like that would stop us." Yang grinned.

"Right." Ruby got up. "Let's go girls; we got a princess and possibly two hunky guys to save!"

"Right!" Yang nodded, cracking her knuckles.

"As long as they're not plumbers, I'll be fine." Weiss said, smiling a little as the four stood up. "Thank you for the tea, Toadsworth." She said, bowing.

"You're welcome. Now go and save the Mushroom Kingdom!" Toadsworth ordered as the four nodded and they all took off and then Toadsworth chuckled. "Oh, that Weiss girl is going to be a bit disappointed…" He chuckled. "Oh well, what can you do?"


World 1-1: Strange Items

BGM: Overworld (Super Mario 3D Land)

"Okay, is anyone going to question the floating blocks?" Weiss asked.

"Gravity Dust?" Yang guessed as they proceeded to walk around when they noticed a lone Goomba walking towards them.

"Aww, that thing is cute!" Ruby grinned. "Can I pet it?"

"Judging by that angry look, I say no." Blake said as she noticed a ? block hovering in the air and she used Gambol Shroud to hit it out of curiosity, as a Super Mushroom came up and landed on the ground, as the Goomba looked at it in complete horror and slowly backed up.

"Hey, what's with the scared look? It's just a Mushroom." Ruby said, picking it up and looking at it. "…A red polka dotted mushroom with eyes to be exact…" She said. "Hmm… I'm gonna eat it."

"What?!" came the reaction of WBY.

"You can't be serious!" Weiss cried. "You don't know if that's eatable!"

"That mushroom could be poisonous!" Black pointed out.

"It could make you a giant!" Yang said, earning looks from the rest of the girls. "What? It could happen!"

"I'm still gonna eat it." Ruby said.

"Oh don't you-" Ruby proceeded to eat it before Weiss could finish. "-dare..."

"Oh! That hit the spot!" She grinned as the Goomba paled and quickly took off while a Beowolf looked at the scared Goomba out of curiosity.

"A Beowolf!" Blake exclaimed.

"I got it!" Ruby said as she ran over to the Beowolf and used her Speed Semblance… although to their surprise, she was a little bit faster than normal as she pierced through the Beowolf and skidded to a halt, as a Goomba and a Koopa saw this in complete shock as their mouths jawdropped.

"Ruby, when did you get so fast?!" Yang asked as they ran over to her.

"I have… no idea." Ruby said. "I guess I got faster after eating that mushroom." She said and looked at the Goomba and Koopa.

"D-D-D-DON'T HURT US!" The Koopa yelled as he handed her pretty much his wallet as he and the Goomba took off screaming.

"…Uh… not like I need this." Ruby said as she tossed it to the side… and down a bottomless pit in the process.

"…Whoa, how deep is that pit?" Yang asked, looking down.

"I don't know, and I don't want to know." Weiss said as they proceeded to walk some more as they saw another ? block and then Yang shot it, which released a Fire Flower and Weiss looked at it.

"Huh, never seen a flower like this… and since when did flowers have eyes?" Weiss asked as it disappeared on her. "Did it just disappear on me?!" She asked, unaware of absorbing it.

"Weiss, worry about your clothes!" Blake exclaimed.

"Huh?" Weiss looked down to see what was up. She saw that her outfit was completely different as her dress gradually went from yellow at the bottom to red towards the top. Her jacket is orange and the Schnee logo on the back is now inside a flame symbol. Her hair turned to an orange color with the band around her ponytail becoming a flame pattern with her pony tail changing colors from red to yellow, her boots are now yellow. "WHAT THE?!" She screamed.

"Uh, Myrtenaster is on fire." Ruby said.

"WHAT?!" Weiss yelled as she picked it up and saw that it was indeed burning, but strangely enough, the fire wasn't burning her hands. "What the hell is going on?!"

"I have no idea." Blake said as they proceeded to walk around and then they noticed a Boarbatusk charging towards them.

"GET AWAY!" Weiss yelled, summoning a glyph… but even the glyphs were on fire as she tried to unleash icicles, but instead unleashed humongous fireballs on the beast, immediately burning it up and destroying it.

"…Whoa." Yang said.

"Weiss, how did you…?" Ruby asked.

"I have no idea." Weiss said as they proceeded to walk around some more and then they noticed another ? block and this time, Ruby hit it and the Starman popped out and then Blake took it.

"Is this a star with eyes?" Blake wondered and then she absorbed it as Gambol Shroud started to glow as she curiously looked at it before looking at a Nevermore with a Koopa Troopa riding on top of it started to come down on them, so Blake decided to clone herself to confuse the two and then the real Blake threw Gambol Shroud, which defeated it in one hit as the Koopa Troopa landed right in front of them.

"Nevermores take a lot of hits, how did you manage to beat it in one hit?" Weiss asked.

"I don't… know actually." Blake said.

"Y-you have the Invincibility Star! G-GET AWAY!" The Koopa yelled and took off running.

"…The what?" Blake asked before Gambol Shroud stopped glowing as they proceeded to walk around some more while taking down some Grimm and some obnoxious Goombas that tried to attack them before finding the flag pole and then Ruby had the idea to hop on top of it, lowering the flag and a random flag of the Team RWBY logo appeared out of thin air.

"Okay, that's weird." Yang said.

"Come on, let's go." Ruby said as they saw a Warp Pipe in front of them and they went inside.

End BGM


World 1-2: Why Are We in the Sewers?!

BGM: Underground (New Super Mario Bros Wii)

"UUUGH! ARE WE IN THE SEWERS?!" Weiss yelled.

"Doesn't smell like a sewer to me." Blake said.

"But we were above ground and we went into a freaking pipe that caused us to go into underground, AKA the sewers!"

"Oh god, we're gonna have to listen to her complaining…" Yang muttered as they proceeded to walk underground with Weiss complaining how 'smelly' it is, but really… the other three thought Weiss was losing her mind since the Underground was pretty much… well… not disgustingly smelly to say the least.

They soon came across some Goombas as they proceeded to beat them up as they noticed another ? Block as Yang proceeded to break it and another Fire Flower popped up as she took it and then absorbed it while looking at it.

"Sis… uh… you look different." Ruby said.

"Hmm?" Yang looked down as her jacket and the leather part of her skirt, her boots and her belt changed to a dark green color, while her shorts and gloves change to white. Her scarf and socks become a dark blue color. Her shirt and Ember Celica changed to a light green color. "What's with the green?" She asked. "And… why is my hair on fire? I'm not exactly pissed off…"

"Wow." Weiss could only say. "Now, we can we please get out of here?" She asked as they walked around and then they ran into a couple of Koopas which they immediately took care of and then noticed a Creep coming up to them… so Yang jumped in the air and let out a war cry… while her blue eyes suddenly turned a deep emerald green instead of the usual red, and her fists caught on fire as well, then completely demolishing the Creep as she then noticed some Goombas, Koopas and a Piranha Plant looking at her in shock… so what did she do?

She proceeded to shoot them of course! …Except she's firing green fireballs from Ember Celecia of all things and burning them all, then noticing a shaking Piranha Plant. "What? You want some?!" She asked as the Piranha Plant paled and went right back into its warp pipe. "I thought so!" She said as they proceeded to walk around some more until they spotted a warp pipe.

"Oh hallelujah!" Weiss exclaimed as she immediately dove on in while the others casually walked inside and alas, they were in the beautiful Mushroom Kingdom again, then Weiss took the flagpole.

End BGM

"Let's go, I want to be far away from the sewers as I possibly can." Weiss said and walked away.

"…Should we tell here there was no actual water?" Ruby asked.

"Oh, give her a few to cool down." Yang replied as they followed Weiss.


Meanwhile…

BGM: Bowser's Castle (Paper Mario: The Thousand Year Door)

"Lord Bowser, sir!" A Koopa ran up to him but Kamek got in his way.

"Not now, he's a little… busy at the moment."

"…How busy?"


With Bowser…

"I just kid-napped Mar-i-o! I just kid-napped Green 'Stache! And I have the prin-cess all to myself… and then soon, I'll take over the Mush-room King-dom!" He said… as he was doing the Conga line of all things, as a Beowolf, Hammer Bro, a Lakitu, and a few other Beowolves were joining him.


Back with them…

"He's having a moment." Kamek said. "What seems to be the problem?"

"Well, we just received word that several Grimm, Goombas, Koopas and Piranha Plants were defeated by a group of four teenage girls."

"…And that's a problem? It was most likely beginners luck."

"Are you sure?"

"Positive."

"B-But… what if these girls are insanely powerful?"

"That's preposterous, girls can't be strong!"

"What about Princess Daisy?"

"…Except for her."

"I'm telling you, we need back up as a precaution!"

Kamek laughed. "I am not going to do that, there's no WAY they're going to make it that far!"

"…I hope your right."

"Now, if you'll excuse me…" Kamek said as he teleported over to the conga line. "Is there room for one more?" He asked as he got behind a Fire Bro and proceeded to do it as well.

"…How bad can it be, really? It's just four teenage girls anyway." The Koopa chuckled and walked away to his duties.

End BGM


Back at Beacon...

"Here you go, Zwei! Fresh food!" Jaune smiled, putting the dish down as Zwei looked at it and sniffed it... before putting his nose up and looking away. "Hey! Don't shun it!" He exclaimed. "Eat it!"

Zwei refused to do so.

"For crying out loud, just eat it!" Jaune begged. "PLEASE!"

Zwei continued to shun the food.

"Why are you being so stubborn?!"

It was then that Pyrrha walked in. "What's going on?"

"Just Zwei being stubborn and refusing to eat."

"Is that so?" Pyrrha asked and gently knelt down. "Zwei... would you please eat your food... for me?" She asked in a kind hearted voice as Zwei barked happily and began eating, as Jaune had a dumbfounded look on his face as Zwei finished his meal and barked happily, jumping into Pyrrha's arms and happily licking her face, as she laughed uncontrollably.

"H-How...?!" Jaune exclaimed as Zwei stopped licking her and looked at Jaune, giving him a slight wink before happily licking Pyrrha's face again. "I SAW THAT WINK!" He said as Pyrrha continued to laugh.

"Who's a good doggy!" Nora's voice exclaimed as Zwei happily jumped off of Pyrrha and jumped into Nora's bed, happily licking her and settling down, resting next to Nora with a smile.

"...Unbelievable." Jaune fell on his bed.

Pyrrha smiled. "I'm sure he likes you. Just give him some time."

"Here's hoping..."


Poor Jaune...