"I assume you have done well?"

"Yes, Master Dimentio. Count Bleck believes he is much stronger than before. May he aid you now?"

"Not yet. Continue your training, and I will decide when you are strong enough."

"Yes, Master Dimentio. Did you manage to find any minion candidates?"

"I am afraid not. But I am still searching. Rest assured, I will have a a new minion before the heroes find the next Pure Heart. If they manage to find it, that is, for I have already gone to its dimension and made sure it's safe from them."

"Good plan, Master Dimentio."

"Good, but tiresome. Once I find minions, I'll let them do the dirty work. All right, you continue your training. I will attend to some...business."

"Yes, Master Dimentio." Count Bleck flipped out and Dimentio disappeared.

"I'm in worse shape then I ever coulda imagined. I've wandered for days..."

"'Ey, what's this? No one's home...maybe I oughta see if they 'ave any food or anythin'..."

"Yes, stealin' is wrong, but I'm starvin'!"

"'Ey? What's this? This looks like it'll make me nice and full."

"Whaaa? What's 'appenin'!?"

"YOU!"

"'Ey? Me?"

"Yes, YOU! I was just about to use that magical device to create a Pixl, and now you've eaten it!"

"What's gonna 'appen to me now!?"

"Well, you're nice and burly, I'll give you that. But that device took years to make, and you've eaten it! Oh, you..."

"No! Don't end me game! Please! I beg ya!"

"Spare him!"

"What?"

"You heard Count Bleck. Spare him!"

"But...but..."

"Spare him, and Count Bleck will spare you!"

"Yikes...now that's an intimidating weapon."

"O'Chunks, I am Count Bleck. How would you like to get a second chance?"

"A second chance? Yeh can give that to me?"

"Yes. Swear complete loyalty to me, and I will make your dreams come true."

"..."

"All right. I'm doin' it!"

"You seem rather contemplative again, O'Chunks," came Nastasia's voice.

"Yep...I was thinkin' about the day Count Bleck enlisted me. This fella was goin' to use a device to create a Pixl, but I was hungry, an' I ate it...it made me all tough. The man tried to end me game, but the Count came in an' saved me game. That's why I joined 'im."

"Ah ha ha! Who's talking about his secret backstory in public now?"

Count Bleck's three minions whirled around in the direction of the voice. "Not you again," uttered Nastasia.

"Indeed, it is I, Dimentio, the ender of your games!"

"We beat you once, we can beat you again!" said Mimi.

"Oh? Fine then. See if you can stand up to me!"

"We'll take yeh on all at once!" blurted O'Chunks.

"We will?" asked Nastasia.

"Of course! If we work togetha, we can take 'im down! Right?"

The other two were silent for a while, but then Mimi agreed, "Right!"

"Very well. Come and fight me, and we'll see who's the stronger!"

BOSS

Dimentio

While Mimi assumed her spider transformation, Dimentio vanished and reappeared with a clone. They flew to opposite sides of Flipside Tower and fired their energy blasts at the minions, which were dodged. O'Chunks ran up to Dimentio and did a ground pound right on his face. He fell right through Dimentio's body and crash-landed on the floor.

"Your foolishness, it is as ample as the population of animals at a small water hole during dry season in the savannah!" cried the other Dimentio. Too absorbed in his excessive description to notice what was happening behind him, he didn't notice Mimi's Rubee coming for him until it was too late. Only slightly injured, he flew high above them, prepared his attack, and fired two energy balls at once. He repeated the attack several times, and both Mimi and O'Chunks were hit. "Not so high and mighty, are you?" the jester taunted. He snapped his fingers, and a glowing square formed around Mimi. Before it could unleash an explosion, Nastasia dive-tackled one of Mimi's legs, causing her to tumble out of the explosion range. She then jumped on top of the box and gave Dimentio a good smack.

"Your feminine ways of fighting aren't going to work against...magic!" He snapped his fingers again, and a bolt of energy leaped out of his hand and struck Nastasia.

"Are yeh OK?" asked O'Chunks, rushing to Nastasia's aid.

While O'Chunks was distracted by Nastasia, Mimi crept near Dimentio, withdrew her legs, and surrounded her head with Rubees. She spun her head through the air to hit Dimentio with the sharp stones.

"You're sneaky, I'll give you that. But I've got more tricks up my sleeve." He hovered slightly away from Mimi and fired an energy ball, pink instead of the usual white. When he fired, Mimi moved away, but the blast bounced off the floor to hit the underside of her head.

O'Chunks, after seeing that Nastasia was fine for the most part, walked up to Dimentio. He performed a strong uppercut that did plenty of damage to the jester.

"Oh, you haven't seen anything yet!" He created several large glowing boxes that surrounded O'Chunks, but did not enclose him. Knowing that he was blocking all escape routes for O'Chunks, Nastasia once again climbed the boxes and kicked Dimentio in the stomach. Startled, he deactivated the attack.

"Can't you fight better than that?" taunted Dimentio, though the others could tell he had lost a considerable amount of health. He descended to the ground and began firing energy balls in all directions. However, Mimi had attached herself to the ceiling, and she summoned a wave of Rubees that hit Dimentio squarely.

"All right. I assume you want me to pull out the big guns?" Dimentio disappeared, and reappeared with a duplicate again. The two jesters again flew to opposite sides of the tower, and fired two pink energy balls at once, so the minions now had to evade four. Mimi managed to avoid them, but Nastasia and O'Chunks tried to jump over one and were hit when the blast ricocheted off the ground. The Dimentios prepared for another assault, but Mimi, still on the ceiling, walked to the left Dimentio and fired a Rubee that sailed right through him. Quickly, O'Chunks jumped for the other one and gave him a hearty pound just as he was about to deliver his attack. He staggered, weakened.

"What? I've lost again to minions?"

"Your attacks just aren't enough for us," explained Mimi, returning to her normal form.

"I'll be back. And when I do, I'll be so powerful I'll obliterate you all in a second! Farewell, minions...but not for long!" He again vanished.

Mario and friends came out of the orange door and used the elevator to descend to the second floor of Flipside. They again saw O'Chunks, Mimi, Nastasia, and Merlon.

"Did Dimentio come here again?" asked Tippi.

"He certainly did," explained Nastasia. "But we managed to defeat him again."

"I assume you found the next Pure Heart?" Merlon asked the heroes.

"Yes," said Tippi.

The others noticed how O'Chunks looked withdrawn. "Is something on your mind, O'Chunks?" asked Merlon. "Please tell us what's wrong."

"Well...eh...yeh see..." O'Chunks related the story of how Count Bleck enlisted him. "I was thinkin' about it today, and I thought about how he betrayed me just now."

"I see. Well, never let the burdens of your past trouble you, I say. Look forward to the future."

"I will."

"Now, heroes, go and find the next Heart Pillar, and then continue your quest."

Mario and the others retraced the path they had taken last time, except instead of flipping a second time, they walked left into a pipe. To the far right of the room they entered, Mario flipped into 3D and flipped sideways again, finding the Heart Pillar. Placing the yellow Pure Heart inside it, the yellow door was created atop Flipside Tower. The heroes walked back to the elevator, rode up, and entered the yellow door to search for the fourth Pure Heart.