Most of the group screamed in terror, fearing the faces on the trees. But to their surprise and confusion, they heard laughter that made them stop.

"Huh?" They asked in confusion. To their surprise, Kirby, Tiff, and Tuff weren't scared at all! In fact, Kirby and Tuff were actually laughing at the trees while making a wide range of goofy faces right back, while Tiff giggled at their antics.

"Guys, what're you doing? Run!" Mario yelled in horror.

Kirby just giggled as he said happily, "Oh, boys. Don't you see? Tiff, Tuff, spotlight and appropriate music please."

"Gottcha, Kirby." Tuff said as he turns on a radio, playing some music, while Tiff somehow made a spotlight appear on Kirby who begins to sing.

Kirby: When I arrived on Popstar and the sun was going down –

"Tell me he's not -" Mario began to say into disbelief but was interrupted when Kirby poked his head into view from above.

The darkness and the shadows, they would always make me frown

"He is." Marth admitted as Kirby bounced around the group.

I'd hide under my pillow, from what I thought I saw,
But Adeleine said that wasn't the way to deal with fears at all.

"Then what is?" Sonic asked, wondering how to deal with fear as Link hoped over to a tree.

She said, "Kirby, you gotta stand up tall, learn to face your fears.
You'll see that they can't hurt you, just laugh to make them disappear"
Ha Ha Ha!

As Kirby laughs at the tree while the music stop, the face disappears, leaving an otherwise-normal twisted old tree before him. This leads the others to gasp in surprise. They're surprised it's actually working.

Soon, as the music restarts, everyone else joins in, laughing happily at the trees, causing them to change back. Mario needed a little push from Tiff, while Kirby kept on singing to help him find the spirit.

So, giggle at the ghostly.
Guffaw at the grossly.
Crack up at the creepy
Woop it up with the weepy.
Chortle at the kooky,
Snortle at the spooky.
And tell that big dumb scary face to take a hike and leave you alone
And if he thinks he can scare you then he's got another thing coming
And the very idea of such a thing just makes you wanna…
LAUGH!

Soon the last of the face trees disappears as Kirby held the last note. The boy fell right onto his back near Mario as everyone laughed happily. That was fun, and look! It also returned the visibility to normal too! Mario's got to admit, that was fun!

The gang, led by Kirby continued to laugh as they walked through some bushes, arriving at the bank of a raging river. They came to a surprised stop, causing each one to bump into one another. Everyone recovered to look at the raging current in front of them.

"How are we supposed to cross this?" Tiff asked in concern. Just then, the group heard some moaning and wailing nearby. "Huh?"

They took cover in some bushes, and peeked out to see a large blue tail thrashing about like mad. They could see that the creature was a huge, blue plesiosaur with a face like Yoshi, and wearing yellow goggles. The Dorrie also had a mustache...with half of it looking like it was raggedy cut or ripped off somehow!

"Oh, what a world! What a world!" the Dorrie wailed.

"Um, excuse me, sir. Why are you crying?" Mario asked as he and the others came over.

"Well, I don't know! I was sitting here, minding my own business, when this nasty cloud of black smoke just whisked past me and tore half of my beloved mustache clean off!" the Dorrie groaned. He lowered his neck to show them the damage done. "And now, I look simply horrid!"

He flopped into the river, soaking the guys watching. Some of them groaned in disbelief and/or annoyance at this.

"Give me a break!" Sonic said, exasperated.

"That's what all the fuss is about?" DK asked in disbelief.

Marth immediately shouldered his way past the two. "Of course it is! How can you be so insensitive? I mean, look at him." He walked past his friends and stroked the poor creature's snout. The gang looked bewildered as he continued, "Why, such lovely luminescent skin."

"I know." the Dorrie said, sniffing a bit.

"The way your goggles fit, why it's a fashion statement!"

"I know, I know!"

As the Dorrie snapped his goggles back on, Marth looks at the saddle while continuing, "Your fabulous saddle."

"So true, so true!" Dorrie sobbed some more, feeling bad that the rest of him looks so great. It's his mustache, that's what horrible.

"All ruined without your beautiful mustache."

"It's true, I'm hideous!"

Marth narrowed his eyes. "Well, I simply can't let such a crime against fabulosity go uncorrected!" He unsheathed Falchion, preparing to do something… drastic to correct this problem.

"Marth, what are you..." Mario began to ask. Their eyes widened as a slashing sound is heard, causing the Dorrie to goes over in a huge faint. "Yikes!"

Marth calmly sheathed his sword again, having cropped his hair short with it. He then used a little magic to levitate the cut off hair near the part where the mustache was cut off the Dorrie. It attached itself to the ruined half, making a whole mustache once more.

The Dorrie recovered, happily straightens up, and laughed. "My mustache! How wonderful!"

"You look smashing." Marth complimented

"Marth, your hair." Luigi said to Marth in concern.

"Oh, it's fine Luigi. I actually kind of like it this way. Beside, it'll grow back."

Mario smiled gently. His friend has made a sacrifice to help the poor Dorrie, what generosity. Sonic, of course, rolled his eyes as he spoke softly, "So would the moustache."

Mario ignored Sonic's comment as he gasped happily. The river is now calm down, must've happened thanks to Dorrie calming down!

"Hey, look! We can cross now, come on!" Mario exclaimed as he wades into the water which is up to his knees.

He suddenly yelps as he's nearly thrown off of a part of the creature's back rises beneath him. Dorrie smiled as he said, "Allow me."

The others climbed onto his back, and Dorrie ferried them over the river, obviously as a way of saying thank you. Now they can continue!

Mario was leading the group as they walked on dry land. He looked ahead and smiles as he saw something. "There it is!" he said excitedly. Sure enough, there it was: a ruin of a castle in a small clearing up ahead, covered by mist on both sides. "The ruin that holds the Elements of Harmony. We made it!"

He quickly ran on ahead. As the other followed, Luigi called, "Hey Bro! Wait for us!"

"We're almost there!" Mario said excitedly. He then yelps when the ground gave way under him. Fortunately, Sonic managed to grab his hands with his speed in time.

"Man Mario. What's with you falling off cliffs today?" Sonic chuckled.

As the others caught up, they could see that the bridge to get across was broken. Kirby gasped. "Now what?"

Sonic cleared his throat before getting onto his Extreme Gear and taking off.

"Did you forgot about that Kirby?" Tiff asked her friend with a smile on her face.

"Oh, yeah." Kirby said, giggling while blushing sheepishly. "Whoops"

Sonic dove into the mist, and came out with the rope in his hand. He then went to the other end of the bridge and starts to tie the rope down. This shouldn't take too long, right?

"Sonic…" an echoing voice spoke, causing Sonic to stop what he was doing and drop the rope in alarm. He was unaware that Tabuu's cloud was drifting up from below.

"Who's there?" he asked, getting concerned. The mist began to thicken around the hedgehog, causing him to throw punches as if preparing for who could be attacking next.

"Sonic…"

"I ain't scared of you! Show yourself!"

The voice chuckled. "Why, we've just been waiting for the best hero in Smash World, that's all."

"Oh really?" Sonic asked, a little suspicious. "And who's that?"

"You, of course."

"Really?" Sonic said eagerly. He then caught himself. "I mean…yeah! Me! Um… would you mind telling Team Star Fox that? I've been trying to get into their group for, like, ever!"

""No, Sonic...we want you to join us." The voice said mysteriously, much to Sonic's concern. Who is this "us" that the voice spoke up?

Soon three figures appeared within the murk, coming over to Sonic before stopping. They were also furries, though they were a different species from Team Star Fox. The one in front was a wolf, and a chameleon and panther were on either side. They all wore similar armour, though the panther's was a lighter shade.

"Team Star Wolf!" the wolf, assumed to be the leader, announced. Sonic looked confused. He never heard of that group before. "We're the greatest mercenary team in the Forest of Illusion and soon, the greatest in all of Smash World!" The wolf said as he leaned in close. "But first, we need a captain."

Sonic's eyes widened and he broke into a huge grin. Wolf kept on walking around Sonic as he spoke. "The most magnificent..."

"Yup." Sonic said with a grin.

"...swiftest..."

"Yes."

"...most bravest fighter all over."

"Uh, huh! You know it!" Sonic said, laughing happily. Those words described him to a tee.

"We need…" Wolf leaned to whisper in Sonic's ear. "…you."

Sonic leapt up, excited. "Alright! Sign me up! Let me just get the bridge real quick and we have a deal!"

He went to work on the rope again, but Wolf zipped across and stopped him. He spoke to the hedgehog in a menacing tone, "NO! IT'S EITHER THEM OR US!"

Sonic recoiled in shock and worry. Wolf is demanding that he either abandon his friends, or not be part of the greatest group in Smash World! What was he going to do?

On the other side, the others were getting concerned. "Sonic? What's taking so long?" Mario called.

"Uh, oh. There's the answer!" Luigi pointed in alarm. He and Mario saw Sonic talking to Team Star Wolf.

"Oh no…SONIC!" Mario called in alarm. Wolf's eyes blazed yellow as the visibility dropped to zero due to the mist rising up. Mario managed to say, though his voice was muffled, "Don't listen to them!"

Sonic was unsure of what to do as he glanced back and forth between the two groups. Should he do the right thing or follow his dream? This is a hard decision for him to make.

"Well?" Wolf asked Sonic slyly.

There was a long pause before Sonic finally muttered, "You..." The team smirked, believing Sonic had made his decision…that is, until he leaned towards Wolf. "I mean… thanks for the offer, but…" The hedgehog zipped back to the bridge and finished tying off the ropes, much to surprise of Team Star Wolf. "Sorry, I'm gonna have to pass." He then got onto his gear and took off for the other side.

Wolf growled. Sonic's going to regret passing up his offer. He and the other members disappeared in three puffs of dark smoke that came together and slinked away. Looks like Tabuu's attempt of tempting Sonic had failed, due to the hedgehog's loyalty to his friends.

Sonic flew across the bridge and landed in front of the others just as the fog cleared up. They cheered for him as they crossed the bridge, Sonic leading. He turned to Mario. "See? I'd never leave my friends hanging."

Mario smiled, understanding this point much easier. Sonic had indeed, shown loyalty to his friends. They were soon approaching the ruined castle, though Luigi lagged a bit because he was thinking to himself. As they got closer, they didn't notice Tabuu's cloud seep into a nearby pile of rocks.

Luigi felt terrible. Though he did help the group a little, his fears seems to get in the way most of the time. He faints when he sees or even thinks of things that scare him, and leaves his brother to do most of the work. Oh, if only he could be more brave, like he was with that incident when they were kids…

His train of thoughts was cut off when he banged into something invisible, blocking him off from the rest of the group. He fell onto his rear, and rubbed his nose, looking confused. The others turned and came back, though they were also blocked by the barrier.

"Luigi?" Mario asked, worriedly. "Are you okay?"

"Yeah, I think so." Luigi answered as he rubbed his head.

DK tapped the barrier a few times before trying to use his fist to break in.

Sonic eventually cuts in. "Pound all you want buddy. That barrier's not gonna break anytime soon."

Luigi slumped onto his knees. "Great, just great! How can this get any worse?"

As if to answer, Lucas suddenly shrieked, causing the others to turn to him.

"What's the matter Lucas?"

"Look-look-look," Lucas stammered briefly before screaming, "Look Behind you!"

The plumber slowly turned around… only to see the rock floating in the air and starting to gather together. As they continued to watch in horror, the stones piled onto each other to first form a huge column roughly shaped into a face, then two enormous stone hands. It opened its' eyes, revealing them to be yellow. The 'thing' lets out a huge roar, causing Luigi to fall onto his bottom again.

"Mama-mia! That thing's HUGE!" he gasped as he scooted backwards.

"What the heck is it anyways?" Sonic asked, turning to Mario.

"I'm-I'm not sure!" Mario stammered. "I don't have any information in my book that matches!"

Inside the barrier, the rock creature roared again, forcing everyone to cover their ears, before making one of its' hands into a fist. Luigi's eyes widened before he dove out of the way of an incoming punch. He sweat dropped as the fist crashed into the barrier, still not breaking it. "Yikes! Any closer and I would've been a plumber pancake!"

A rim shot was heard, and so was a, "Boo!" before a snowball hits him on the head. Everyone, confused, turned to Kirby, who somehow was sitting a drum set, while Tiff and Tuff were carrying snowballs.

Upon seeing the stares, Tiff calmly replied, "In case you're all wondering how, Kirby has the abilities of classic style toons, - something we'll explain later (specifically when the author gets to the 'Cutie Mark Chronicles' episode near the end of the first season)."

This only got the group more confused, as Tiff was breaking the fourth wall, something they were unaware about. While they were distracted, Bouldergeist brought rocks into the air, then sent them towards its victim.

Mario gasped upon seeing the rocks heading towards his brother. "LOOK OUT LUIGI!"

Having heard his brother's cry, Luigi automatically dove to the side… just as a rock tumbled into the spot where he was and shattered on impact. He kept on running while Bouldergeist sent rock after rock after him. As if that wasn't enough, the monster also tried to smash Luigi with its hands, though he narrowly managed to avoid the attack as well.

Luigi's mind was frantic. He felt like screaming for help from the others, but he knew they wouldn't be able to reach him. Should he just give up? Yes… maybe that was the best thing to do. At least then, the other may have a chance to reach the elements.

As if he read his mind, Mario called, "Please, don't give up now Luigi! We can't do this without you! Remember that there are 7 elements? If we leave you to die, we'll be one short! I believe in you!"

Mario's words inspired the others, and they started cheering Luigi on.

"Yeah!"

"Come on Luigi!"

"Don't let that thing intimidate you!"

"You can do it!"

"Beat that thing into rubble!"

The cheers and encouragements reached the ears Luigi, and his eyes widened. He remembered say the exact same things to himself when he helped his brother in that instance when they were young. He turned to the others outside, gave a quick nod, and turned back to Bouldergeist with renewed confidents.

The main problem was how to damage the beast. There seemed to be nothing of use in the barrier that could help him at the moment. Just then, Bouldergeist attacked with rocks again, forcing Luigi to retreat. This time though, when one of the rocks hit the ground, a black Boo with yellow eyes came out of the dust, giggling as it floated towards Luigi.

Mario quickly flipped through one of his books to see what the creature was. Meanwhile, Luigi, not wanting to take the chance slowly started to back away.

"Luigi!" Mario called. "That thing's called a Bomb Boos! They're basically bombs you can grab and throw."

When Luigi heard that, he thought for a brief moment. "Bombs + Rocks = … It just might work."

He ran towards the Bomb Boo and grabbed it by the tongue, he then spun it around until he lets it go into Bouldergeist.

BOOM!

The rock creature roared in pain as the Bomb Boo flew into his side and exploded. Everyone could see that a chunk of the rock on its' body has been broken. While the gang outside the barrier cheered, Luigi smirked. "Perfect."

The cycle continued like this two more times. Bouldergeist would try to attack Luigi in different ways, the plumber would dodge them, and whenever he had the chance, he would spin a Bomb Boo into the creature, breaking off a portion of rock. After the third Boo crashed into it, Bouldergiest's rock layer had been completely broken to reveal… a black face with yellow eyes and a red uvula hanging out the bottom. Everyone fell face-first anime-style when they saw it.

"That was the monster?!" Sonic guffawed as he recovered.

"I can't believe we were scared of that!" DK gapped.

"Let's not tell anyone about this." Tiff deadpanned. The others agreed.

The thing was now too weak to fight back; so it fled and kept on summoning Bomb Boos. Luigi smirked.

"Bad idea!" he exclaimed as he took one and spun it into the red uvula. The moment it exploded, Bouldergist screamed while it flew around before exploding. No one noticed Tabuu's cloud fly away from the explosion.

As the barrier came down, the brother happily hugged each other while the other cheered.

"You know; I was too scared to do anything at first, but when I knew you weren't leaving me, that gave me courage." Luigi explained.

Mario nodded. "And I'm very proud of you. Now come on, we got Elements to find."

The group now arrived at the front entrance of the castle and went inside. The main hall was as bad as the outside. There was an apparatus up ahead that had five round stone tablets mounded at the ends of radial shafts with two large orbs in the center. The thing's been covered with moss and vines over the years. Each tablet has a gem-shaped carving that stands out in relief on the surface. This must be the Elements themselves!

"Whoa…come on, Mario." DK said as the group approached what could be the Elements. "Isn't this what you've been waiting for?"

"The Elements of Harmony!" Mario exclaimed excitedly as he looked at the tablets relieved. "We found them!" Sonic and Lucas flew up, taking each tablet off the thing and put them on the floor. "Easy, easy..."

As Lucas brought down the last one, Tuff counted the tablets. "1, 2, 3, 4...wait, there's only five."

"Yeah, where're the last two?" Sonic asked Mario.

Mario kneeled down as he thought, "Well, the book did say, 'When the five are present, a spark will cause the last two to appear.'"

"What's that supposed to mean?" DK asked, not sure what Mario's talking about.

"Not sure...but I have an idea. Stand back." Mario commanded. Everyone backed up a few paces. "I'm not sure what'll happen."

He shuts his eyes in concentration as his keyblade began to glow.

"Come on." DK said as he led the others away. "Mario needs to concentrate."

No one noticed a familiar cloud slipping into the chamber…and enveloped the five stone rounds! As Mario tried harder, the cloud formed a whirlwind that lifts the tablets off the floor. Upon opening his eyes, he cuts the powers off with a cry upon seeing the cyclone.

As the other left the castle, they heard a noise from inside. They all cried in horror, "MARIO!"

Luigi wasted no time rushing back into the castle, and saw his brother staring at the tornado which grew in size and power; almost reaching the remains of the ceiling.

"The Elements!" Mario cried out in panic, quickly diving into the storm.

"Wait Bro!" Luigi protested jumping after his brother just as the storm shrank away to nothing.

The others rushed into the castle to help their friends but looked shocked and confused. The Elements were gone...along with Mario and Luigi!

Author's note: I'm extremely sorry for the very long wait everyone! I just had writers block for the battle with Bouldergeist. Anyways, in the last part of this episode, The Mario Bros confront Tabuu with the fate of Smash World in the balance. But when it looks like the Elements are destroyed, is all hope lost? Or is there still some left? Read, review and suggest.

Adeleine is one of the friends that help Kirby during the events of Kirby 64: The Crystal Shards