"I can't hang on much longer!" cried Mercedes, feeling her grip on Mario's arm slipping.

Mario reached up with his free hand but could not grasp the helicopter's doorframe. He looked ahead of the Koopa Kopter. Aotearoa was just ahead.

"Hang on just a little longer!" Mario yelled back over the air rushing past them. "Let go once we get over the city!"

Mercedes nodded, pale-faced, and tightened her frail grip. In two minutes the copter was rushing over the city of clouds.

"Now!" shouted Mario.

Mercedes released his arm, and he plummeted toward the city below.

A missile shot up from the city at the helicopter's underside. The pilot did not see it coming. Quicksilver did.

"Get out!" he yelled, grabbing Mercedes and leaping from the copter's doorless side. Moments later the missile collided with the chopper and turned it into shrapnel.

Mario's impact was well cushioned thanks to the soft nature of the city's foundation. Unhurt, he scrambled to his feet and glanced around. He stood on a street made of clouds, flanked on both sides by shops, homes, and massive towers, all constructed almost entirely of clouds. The pure whiteness of it all was dazzling.

Quicksilver floated down to the ground not far from him and set Mercedes on her feet. "The helicopter's been totaled."

"Then we're stuck here until we drive off the Shroobs," Mario concluded. "After they're gone we can call in another copter. But first we have to find Leika."

"Right here," rang a musical voice as the fairy darted across the street to join the group. "I've been waiting for you to show up!"

The little blue-haired fairy floated up over the heads of the group and pointed into the heart of the city. "Zaron's seat of war is downtown. He's sending out wave after wave of those alien beasts you call Shroobs, and they're destroying everything they can get their pincers on. This city is only made of clouds. If they keep this up they'll tear Aotearoa in half!"

"Then we'd better get moving!" Mario summarized. Suddenly his eyes widened. "Everyone, GET DOWN!"

The four threw themselves to the ground as a powerful shaft of pink laser light blasted over their heads.

"It's a Shroob laser turret!" cried Leika. "Up there!"

Mario jumped to his feet and scurried behind the corner of a nearby shop. He peered up at the roof of the tower across the street. Faintly he could make out two Shroobs manning a large gun of some kind.

"I'll take care of them!" volunteered Mario. "You guys take cover!"

As fast as he could he dashed across the street, the Shroob lasers biting at his heels. Reaching the tower, he ripped open the door and raced inside.

Up the spiral staircase he ran. Several Shroob footsoldiers blocked his path, and he blew them aside with his fists. On he went to the tower's top. Bursting out onto the roof, Mario seized the gunner Shroobs and hurled them off the tower. He then got behind the gun himself and aimed at the fallen aliens. One squeeze of the trigger vaporized them both.

"I got 'em! Come on out, guys!"

The group emerged from behind a building across the street and waited for him to return. Mario wasted no time with stairs. He leaped from the tower and made a rather cushioned landing on the cloud-paved street.

"On to the center of the city!" ordered the plumber. "Zaron must be stopped at all costs!"

The party of three dashed down the street, Leika skimming through the air beside them. Another gun turret loomed in the street ahead. It turned and fired on them. Dodging its lasers, the group managed to reach the turret unscathed and get rid of the two-Shroob gunning crew. This time Quicksilver got behind the gun.

"Roadblock ahead," he said tersely, pointing down the street. A contingent of Shroob footsoldiers spanned the road, and a tall spine-covered wall loomed behind them, blocking the street completely. "I'll take care of it. He swiveled the gun around toward the blockade and pulled the trigger.

Instantly a rapid-fire stream of lasers poured from the gun's muzzle as Quicksilver held the trigger down, decimating both Shroobs and blockade. Quicksilver stepped back. "Nothin' to it."

They sped onward, pounding the Shroob soldiers that attempted to block their path. A huge purple tank rumbled down the street toward them.

"Leave this one to me!" volunteered Leika, darting forward. She alighted atop the bulky machine. From her hand she fired a tiny rainbow-hued beam that punched through the tank's armor plating. She worked her beam like a blowtorch, cutting a wide hole into the top of the tank.

"Mario!" she cried when she was finished. "Come on!"

The tank cannon blasted out a huge purple mushroom. Mario leaped over it and landed atop the tank. He ripped off the section of armor Leika had dismembered and bashed his fist through the plastic inside, killing the driver instantly. The tank ground to a halt. Leaping from the disabled machine, Mario led the dash down the street once more, dodging sporadic fire from the Shroobs' blasters.

Without warning a huge column of Shroobs appeared on the road ahead, marching ten abreast in ranks deep enough to blot out the sun. Mario and his group immediately halted and appraised their enemy.

A smile spread over Quicksilver's face, and he withdrew his double halberd from his vest. "Leave these creeps to me."

The halberd spun into a buzzsaw blur, and Quicksilver hurled it like a boomerang at the advancing column. It sheared through the army like a knife through butter and left the street saturated with purple-blue slime, the toxic blood of the aliens. Halved Shroobs littered the cloud street.

"We're not walking through that!" Mario exclaimed. "That slime's deadly!"

Quicksilver snagged his halberd as it boomeranged back to him. "Then we'll detour." He wiped the bluish gunk fro his blades.

"This way," called Leika, darting to the front of the group. "I'll take us around that mess."

Leika zipped along at top speed, weaving through alleys and back streets and nearly losing her group in the process. At last they emerged on the main street on the opposite side of the hazardous section.

"Zaron's headquarters isn't far now!" she exclaimed.

Mario dashed ahead again, the others behind him. He glanced down at his feet as he ran. The clouds looked a bit gray. He frowned and slowed to a stop.

"What is it, Mario?" asked Leika.

He turned. "I thought Aotearoa's clouds were white."

The fairy nodded.

"Take a good look at what I'm standing on."

Leika looked down at the clouds and gasped. Her head snapped up, and she stared down the street. In the distance she saw the clouds growing black. The effect was spreading outward from a blackened fortress of clouds far ahead.

"It's Zaron again!" she cried. "His evil is turning the whole city into one big storm cloud!" Her voice was hysteric. "We've got to stop him or he'll destroy Aotearoa completely!" She revved her wings and shot off down the street toward the center of the blackness.

"Leika, wait!" Mario raced after her, Quicksilver and Mercedes close behind.

Zaron watched the approaching figures on his screen with an evil glee. "Oh, look—it's Mario and his little gang! They've come to enjoy my company, I suppose."

He turned to the Shroob beside him. "Activate the defense shields. See that they never gain entrance to the fortress!"

The Shroob replied in guttural Shrooboid, bowed, and left the room.

Mario sped up, trying to catch up to Leika. Abruptly a huge energy dome encased the black fortress ahead, coming between him and the fairy. Leika was trapped inside.

"Leika!" screamed Mario, trying to get her attention.

Leika stopped and turned—and saw the shield. "Uh-oh."

"You're gonna have to take out the shield generator and let us inside!" Mario yelled.

The fairy nodded and sped off toward the fortress again. Beneath her the clouds churned black, and flashes of lightning lit up large portions of the cloud bank at frequent intervals. On she flew, heart pounding as she approached Zaron's fortress alone.

The fortress had once been Aotearoa's primary defensive structure, built to repel attackers with rainbow bursts like her own. Now it stood silhouetted against the sunset, its white clouds now pitch black. Within were Zaron and his Shroob horde. Leika shivered.

Suddenly a pink energy sphere shot past, dangerously close to her. She screamed and darted aside.

The Shroob UFO overhead fired at her again. Again it barely missed.

"Stop it!" she screamed in fright. She shot a rainbow beam at the flying saucer. It exploded instantly.

Hundreds of Shroobs looked over the fortress wall. Up came their blasters.

"Eeeek!" Leika screamed and dived toward the clouds below as lasers hailed down on her. Twisting and weaving, she was barely able to evade the fatal fire. She spotted the fortress gate directly ahead and sped toward it.

A laser cut through her left wing, nearly severing it. She cried out and faltered in mid-air. Painfully she pushed her damaged wings to propel her toward the entrance.

Just as Leika reached the open gate, another laser struck her between the shoulder blades. The force of the shot slammed her downward into the black cloud surface. Desperately she crawled through the gate and lay on the clouds within, stunned.

"Oh, ow," she moaned pitifully, massaging her back. "Hurts...ouch..."

The fairy struggled to her feet and rose into the air once more, glancing around the fortress's front room. As the building was constructed entirely of black clouds, the room was extremely dim. The rainbow glow shed by Leika's body turned sculptures, weapons, and furnishings into ghostly sillhouettes that haunted the chamber. The blasters outside were silent now. The only sound was the faint rumble of thunder.

Leika shivered.

Slowly the fairy limped through the air, favoring her injured left wing. "Zaron's in here somewhere," she whispered to herself. "I've got to find the generator first, though. Where could it be?"

Little did Leika know that her every move was being caught on camera. Zaron snickered in delight as he watched her enter the second room of the fortress.

"Gyah hah hah...it seems the little fairy wants to pay me a visit," he rasped. "A welcome is in order!" He pressed a red button beside the security monitor on the control panel. "I'll squash you like the overgrown fly you are!"

There was a mechanical clanking noise. Leika started in fright and darted her eyes upward. The black cloud composing the roof vanished, revealing a spine-covered ceiling that began sinking toward her.

"Eek!" The fairy hurled herself toward the door, but a solid wall of black clouds abruptly sealed the room shut, trapping her inside. Desperately she flung herself against the wall, trying to break out. It was no use.

As the roof sank ever closer, Leika cowered against the wall, staring at the deadly spikes that soon would spell her end. One final time she circled the room, searching for an escape. There was none.

"Yes, there's no escaping me this time, pesky fairy!" cackled Zaron as he viewed Leika's desperation. "In seconds you'll be punched full of holes—and good riddance!" His red eyes glittered as he counted off the seconds to Leika's death. He rubbed his hands together, creating a nerve-grating rasp.

"Gyah hah hah hah!" he laughed outright as the spines sank into the floor. "Leika is no more, and Aotearoa and its artifact are mine! MINE!" Still laughing maniacally, he pressed the button to raise the trap ceiling and watched his monitor closely.

"There she is!" he congratulated himself, pointing at the still-glowing fairy smashed against the floor, bloodied by the spikes. "Dead! And now I—" He broke off abruptly and stared at his screen.

Leika stirred.

"AAAAAGH!" Zaron screamed. He smashed his fist into the monitor and shattered it. "GUARD!"

A Shroob stepped into the control room, hollow eyes staring drone-like at Zaron.

"BRING THAT FAIRY TO ME AT ONCE!"

Like an automaton the alien stalked from the room. He returned minutes later with a half-conscious Leika clutched in one pincer.

Zaron's eyes gleamed fiercely as he snatched the fairy from his guard's hand. "Now leave," he hissed at the Shroob. The alien marched mindlessly out.

The specter glared at Leika. He put his shadow-shrouded face in hers and bared his fangs, hissing demonically. Slowly he tightened his grip on her tiny body, squeezing her until her bones cracked under the pressure. She screamed as she was deliberately crushed.

"Worthless fairy!" hissed Zaron. "You've been nothing but trouble to me for nearly a month. Time after time you and that Mario have disrupted the Great One's plans. Now you're getting repaid for your meddling!" Viciously he hurled her against the control panel, stunning her. She fell to the floor in a daze.

Zaron seized her, crushed her again until the pain was unbearable, then threw her back to the floor. Leika crumpled upon impact.

"Time's up, Leika!" Zaron screeched, putting his foot on top of her back.

Leika could only lie there, broken and bleeding and barely able to breathe. "No..." she whispered hoarsely, "...this...can't be...the end... Mario..."

Zaron lifted his foot and prepared to crush the incapacitated fairy.

The next instant Mario himself dived into the room, tackling Zaron and bringing him clawing and screaming to the floor. Sitting on his enemy, Mario avoided Zaron's flailing claws and let loose with a punch that would have stunned Bowser.

"Your evil ends here, Zaron!" Mario cried and went for the kill, sinking his fist into the shadowy pool that was Zaron's face.

"Gyah hah hah hah hah!"

Mario withdrew his fist from Zaron's face, shocked. Zaron wasn't hurt in the least.

"Mere fists can't kill me!" cackled the dark specter. He shot his own fist into Mario's face and knocked the plumber off him. Rising to his feet, he pulled the Staff of Shadows from his cloak with a flourish.

"Mercedes, get Leika!" ordered Mario as he stared Zaron down.

Zaron's staff plunged the room into total darkness. "Let's see you find her first! She'll die before you get to her! Gyah hah hah!"

Mario lashed out with his fist but met only empty air. Zaron tripped him from behind, and he sprawled onto the floor.

"Where am I now, 'hero'?" hissed Zaron, his voice coming from all directions at once. "Ah, look, I found Leika! Squish!"

"Enough of your taunts!" shouted Mario, striking out randomly with his fists.

There was a rushing noise. Mario felt a wind blow past him, and abruptly he heard someone hit the floor hard.

"Get off me, fool!" screeched Zaron. "No! My staff! Put that down!"

A sharp crack, and the room became light again, revealing Quicksilver standing over a fallen Zaron, the Staff of Shadows broken in half in Quicksilver's hands.

"Noooooooo!" screamed Zaron, staggering to his feet. His eyes blazed red. "The Staff of Shadows! My control over the power of evil is gone! Nooooo!" As he raved, the clouds of the fortress faded from black to white, now free from Zaron's darkness.

"This city is safe from your shadows now, Zaron," Mario informed him, "but the Shroobs are still out there. I don't have time to waste on you. Get out—and don't come back!"

"Curse you, Mario!" raged Zaron. "And you, Quicksilver—how dare you attack me! I serve the Great One just as you do! She has commanded that you—"

Quicksilver rushed Zaron and pinned him to the cloud wall, choking him with the handle of his halberd. Hate smoldered in his eyes as he held Zaron prisoner.

"Get out," he said through his teeth, "before I give in to the urge to kill you on the spot."

Zaron gasped for breath and vanished in his puff of smoke.

Mario gently picked up Leika in his hands. "Leika, can you hear me? Are you OK?"

Leika coughed weakly and opened her blackened eyes. "Do I...look...OK...to you?" she whispered. "Feels...like...a train...ran over me..."

"We've got to get you to a hospital," Mario said urgently.

"Can't..." coughed Leika. "Shroobs...destroyed it... How...did you...get inside?"

"Mercedes got us through the shield." Mario offered no further explanation—he wasn't sure himself how the girl's flute could suck the energy right out of a Shroob barrier. But he didn't dwell on it long. Quickly he handed the fairy to Mercedes. "Stay here with her," he commanded. "Quicksilver and I are gonna take care of the rest of the Shroobs."

Mercedes looked troubled. "But...what if you need me? What if you—"

Mario laid a finger on her lips, and she fell silent. "We'll be all right, Mercedes. Just take care of Leika until we get back."

The girl nodded.

Mario turned to Quicksilver. "Let's go!"

Mercedes watched them leave. She gazed after Mario for the longest time after he had gone. Then she looked down at Leika's battered figure lying in her hand, and her eyes softened. She reached beneath her cloak for her flute.

"Where to?" asked Quicksilver as he and Mario exited the fortress.

Mario pointed straight into the heart of the sunset-tinted city of clouds. "Anywhere there's a Shroob. We've got to get rid of every last one."

"Sounds like a plan to me. Why don't we split up?"

So you can run at top speed without leaving me behind." Mario nodded. "Let's do it!"

Quicksilver sped away in a silver blur. Mario, however, stood still for a moment, thinking.

"There's something about that guy that's starting to make me...uncomfortable." He scratched his head. "His former affiliation seems to have been rather recent. Zaron and Doopliss both thought he was on their side. Seems like Zaron should have heard about Quicksilver's alliance shift from Doopliss, though..." His forehead wrinkled, and he gazed after his partner. "Still, he's helped me get the artifacts. He's had plenty of chances to turn on me, but he never has. That must count for something." Still puzzled, Mario took off running into downtown Aotearoa.

Quicksilver flashed through the city and halted in a back alley. Furtively he glanced about. Satisfied that he was alone, he reached under his silver vest and touched the tiny transmitter.

"Zaron's lost control."

A voice came through the receiver in his ear. It sounded angry.

"Aotearoa's been returned to normal, and the Shroobs will be exterminated before long. This artifact goes to him."

The voice cursed.

"Quicksilver? That you?"

Quicksilver hurriedly dropped his hand from his vest. Silently he levitated up the alley wall and set himself atop a cloud house.

Seconds later Mario poked his head into the alley. A puzzled expression crossed his face. "I was sure I'd just heard Quicksilver around here..." Still wondering, Mario dashed onward, hunting up and down the streets and alleys for Shroobs. He didn't have far to look.

A laser pierced the street in front of him. Instantly he dived through the open doorway of the shop he was passing and hunkered down behind the counter. A dozen more staccato shots rained onto the shop, stabbing through roof and walls in their blind search for the escapee.

"Pinned down," Mario muttered. "Sooner or later that gunner's gonna fire just right and hit me without even knowing it. I gotta get out of here."

A gleam on the counter caught his eye.

The Shroob sniper, standing atop a nearby cloud tower, kept sending shot after shot into Mario's hiding place. Abruptly he stopped. His gun had overheated. A loud guttural exclamation escaped his fanged mouth as he waited for the blaster to cool down.

Just then Mario stepped from the shop door. The Shroob narrowed his hollow black eyes at the irrational plumber. Didn't he know he was about to get his head shot off? Peering closer, he saw a gleam in Mario's hand. A forgotten spark of curiosity fired his mind for a moment.

"So there you are," Mario said aloud, spotting the sniper perched on the tower nearby. "Have I ever got a surprise for you." He lifted the object he'd found on the counter up in front of his face.

The blaster was cool enough to shoot now. The Shroob threw his curiosity aside. What good was it to a mindless alien invader anyway? He hissed as he trained his sights on Mario's head.

The next instant a high-powered laser flashed from the blaster's muzzle, rocketing directly toward Mario's face. It bounced off the mirror in Mario's hand and returned to the shooter. The Shroob was vaporized on the spot.

Mario let the mirror down, grinning as he pretended to blow the smoke from his "weapon."

"Dumb alien."

Footsteps sounded to his right. He whirled around and held up his mirror as another Shroob fired at him. He, too, was vaporized by his own reflected laser. Mario laughed.

"Two in a row! Man, you aliens need to improve your tactics—" He broke off and froze.

The Shroobs were there. Hundreds of footsoldiers aimed their blasters at him from every conceivable angle, flying saucers hovered menacingly overhead, and a dozen Shroob tanks leveled their cannons at him from all sides. They were everywhere.

Mario grinned sheepishly and dropped the mirror. He glanced around.

"Uh...hi, guys."

Instantly he skidded to the street belly-first, avoiding the immense number of blaster shots and tank cannon blasts that turned his previously occupied spot into a hole in the clouds. He weaved and dodged with amazing agility. Not once was he hit, but neither did he have a chance to fight back.

Mario Wall Kicked off a cloud tower and grabbed onto one of the Shroob UFOs. Immediately every other Shroob fired at him as he dangled off the saucer's edge. He kicked off that saucer and landed on another, allowing the laser fire to blow the first one to bits.

"Brilliant, you dumb aliens! Keep it comin'!"

Mario leaped to another saucer as the Shroobs shot the second down. Again and again he baited his enemies into destroying their own aircraft. As they blasted the last saucer he leaped to the top of the cloud tower.

"Talk about air superiority, alien scum!" he shouted down to his foes. "Just try to get me up here!"

One of the purple Shroob tanks swiveled its cannon and aimed at the tower. An explosive Poison Mushroom blasted from the cannon and smashed into the tower, blasting a massive gap in the cloud structure. The tower groaned and listed toward the street.

"W-Whoa!"

At the last second Mario leaped from the tower, clearing the street and slamming onto the roof of the shop opposite it. A second tank blew the shop to smithereens beneath him, dropping him into the smoking rubble.

Mario scrambled to his feet and dashed away with lasers sniping at his heels. "Gotta get rid of those tanks!" he panted, ducking behind a house. "Their armor is too tough for me to punch through, and I don't have anything that could take them down." He plastered himself against the building as he heard the tanks rumbling closer. "This is not good."

Abruptly the house he was sheltering himself behind collapsed as a Shroob tank plowed through it. Mario dived to one side to avoid the crushing tank treads. The tank leveled its cannon at him and let loose with another explosive purple mushroom.

The blast sent Mario flying across the street. He landed in a heap against another house. Scrambling to his feet, he spotted a second tank rumbling toward him from the other direction. A tremendous idea exploded into his brain.

"Hey, guys, over here!" Waving his arms, he ran into the street, placing himself directly between the two tanks.

The second tank trained its cannon on Mario. The first reloaded and did the same. Mario's muscles tensed.

The sound of both tanks firing simultaneously was like thunder going off inches from one's ear. As the cannons went off, Mario threw himself prone on the cloud-paved street, and the tanks shot each other. The neighborhood reeled under the resulting blast.

"Whew!" Mario gasped, stumbling to his feet. His ears were ringing. "Hope I don't have to do that too many more times!"

The rumbling of tank treads echoed in his ears again, and he groaned. "Here they come."

Sure enough, not two tanks but four came rolling toward him from all four compass points, completely surrounding him. Mario was caught in the middle. There was nowhere to run. So he did the only thing he could do.

"Go ahead, you dumb aliens! Shoot me!"

All four tanks fired at him at once. Mario, of course, skidded onto his face just in time to let the projectiles whiz over him, striking the tanks instead. He was nearly deafened by the resulting explosion.

*end music*

As he staggered to his feet, ears ringing like telephones, he head several more staccato blasts in the distance. He guessed that Quicksilver had dispatched the remaining tanks and ran toward the sound to meet up with him. But to his surprise, as he broke through the wisps of smoke surrounding the charred tanks, he saw not Quicksilver but Mercedes!

"Mercedes! You were supposed to stay with Leika!" exclaimed Mario, rushing to her.

The girl in gray dropped her eyes. "I did," she replied quietly.

Mario stopped. He sensed he'd spoken too roughly. Mercedes's eyes misted over.

"It's OK, Mercedes," Mario reassured her, putting a hand on her shoulder. "Is Leika with you?"

"Did someone say my name?" asked a muffled voice from inside the girl's gray cloak. Leika slipped out from the soft gray material, smiling cheerily.

"Yes, I'm fine, and you can close that gaping maw of yours," the fairy informed Mario, eyeing his dropped jaw.

Mario snapped his mouth shut. "Leika—but how—"

"Mercedes did it," she replied simply.

He turned to Mercedes in disbelief. "You healed her?"

The girl nodded silently.

"And you took out these tanks, too?" he questioned further, gesturing at the smoking, twisted metal scattered about.

Again she nodded; again she remained silent about her method. Before Mario could ask anything else, Quicksilver flashed up to him.

"City's clean. Not a Shroob left. Good riddance, too." He wiped the bluish alien blood from his halberd and replaced the weapon beneath his vest.

"Good work," Mario congratulated him. He kept Mercedes's tank blitz to himself. Somehow he didn't feel he should tell.

"Thank you, Mario," Leika said gratefully. "Now that those monsters are gone, the others can come out of hiding!"

The fairy shot into the sky, whirling like a figure skater. Abruptly she halted in her spinning climb and flung her arms wide. A beautiful rainbow arched from her body, spanning the entire city. As the band of color spread over Aotearoa, countless tiny rainbow glows popped up all over the city.

"Here they come!" cried Leika.

The next instant the street was swarming with thousands of Rainbow Fairies, their collective glows turning the street into a kaleidoscope of brilliant color. Leika descended from her skyward spin and hovered near Mario.

"These are all the Rainbow Fairies?" asked Mario. "There's so many!"

Leika nodded joyously. "We fairies and our city are safe now, thanks to you!" She kissed his cheek.

Mario grinned.