Disclaimer: I do not own any of the material appearing in this story. The OC's belong to their respective owners.

BGM: World 2 Map (Super Mario 3D Land)

"Wow, she wasn't kidding about being a seamstress." Daisy said.

"How do you think Blake-chan and Rosie-chan's Zero Suits got improved~?" Ibuki winked as she was sewing Ruby's clothing back up.

"She's not wrong." Rosalina said.

"Boys… something's not right here." Sarge said as he paced around. "Several of the Koopa Troop have been turned into Grimm and there was also that clown who sicced those dinosaurs on us while he dealt with Ruby."

"I think he looks fabulous with that cape!" Donut said. "I want one of those!"

"He's a clown!" Epsilon pointed out.

"A fabulous clown!"

"That doesn't make sense!"

"Oh please! Grif is a more fabulous looking clown, and that's because I keep shooting him!" Sarge said.

"Thank you, sir… HEY, WAIT A MINUTE!"

"Heheh, got ya."

"Something's definitely up." Isa agreed.

"Yeah, normally I don't give Grimm the time of day unless they really want to pick a fight. But considering we've seen a few Grimm that belong to the Koopa Troop… something ain't right." Lea said.

"Yeah… something's screwy here." Luigi nodded.

"Sooo, these are technically replicas, right?" Xion asked.

"Well, at first I thought they were the real deal when I was tearing through the Underworld with Zaggy… and then I quickly learned that these video game characters that I've grown to love are actually real, so I came to the conclusion that these are definitely replicas. Which would honestly explain this-" She would summon a regular Kingdom Key. "Tried this out when I was in a chamber in Elysium, I knew I wasn't really a Keyblade Wielder, but I sure felt like it!"

"Fascinating…" Xion mused. "So, uh… you wouldn't have happened to like… summoned any, how do you put it, "video game" characters near anyone?"

"Well, one day, I was bored so I thought I'd do something a bit silly-"

Luigi looked at his pixelated GBA counterpart. "Oh my…" He said, staring at him in fascination. "You, my fabulous friend, are very handsome looking!"

The GBA counterpart spoke Italian gibberish.

"Ah, stop it, you're making me blush!" Luigi rubbed the back of his head in embarrassment with a smile.

"Hooooly shit, two Luigis…" Daisy said from afar. "Double the cuteness~!" She gushed.

Chiaki giggled. "Daisy didn't know what to do with herself. Luigi wouldn't stop complimenting himself… it was so hilarious."

Xion smiled. "That would be pretty amusing."

"Aaaand done~!" Ibuki smiled, having fixed up Ruby's clothing.

"Thanks Ibuki." Ruby smiled.

"No prob, Ruby-chan!"

"How do you feel?" Yang asked.

"Sore, but I should be alright." Ruby responded.

"Well, alright, just don't overdo it." Weiss said.

"I won't."

"We'll definitely have to be more aware…" Blake said. "Considering we just got thrown a curveball in the first area, there's no telling what's going to happen."

"I agree." Raven nodded.

"Then let's be on our guard. There's no telling what'll be thrown at us." Byleth said as they all nodded.

"Let's go." Ruby said as they walked off.

"Oh, we're moving again?" Yuffie sprang up after lying on her back. "Let's rock!"

End BGM

World 2-1: Climb a Castle

BGM: Overworld (Super Mario 3D Land)

"Seems like we're going up to that castle." Mario said.

"Well, it doesn't look sinister, so that's a good sign." Daisy said as they walked through, hopping down on some small ledges as some Goombas charged at them, only to easily get punted away while Laxus looked through some binoculars.

"Yup… that's a long way up." Laxus mumbled.

"That's peculiar… shouldn't we be in a desert by now?" Weiss wondered.

"I guess it's different this time." Yang shrugged.

"Good point."

Pit shifted his eyes to a few cardboard Goombas as he swiftly fired arrows at them, breaking them instantly. "Congrats, you totally saved us from standees." Dark Pit snarked.

"Weeeell, you never know when you'll expect an ambush." Pit responded where Gloria climbed up a hedge to get a better look, then spotted some Grimm Piranha Plants sleeping near a Warp Pipe.

"See anything?" Summer asked.

"Yeah, I see some Grimm Plants!" She responded as Ruby and Qrow jumped in and cut through them effortlessly. A Goomba watched this and nodded at them in approval before walking away to do his own thing.

That Goomba seemed to have issues with those Grimm Plants… Chiaki thought to herself.

"Guess he was scared of 'em?" Tucker wondered as they started to climb through the platforms while Chiaki noticed a crawl space underneath. She knelt down and spotted a 1-Up sitting there.

Score! She thought as she tried to reach for it, but found herself unable to reach it by just a few inches. Crud! She thought as she decided to crawl through, but found herself stuck, unable to get her neck through. "Oooh, curse my chest!" She grumbled and then had an idea, pulling herself out.

"Duh." She went through her menus and summoned a Mini Mushroom. She popped it into her mouth and shrunk down, then she happily went through and spotted the now bigger than her 1-Up Mushroom. With a grin, she proceeded to push it out the hole… only there was one problem.

It didn't budge at all.

"Hrrrgh! Nnngh! Mmmph! Gaaaah!" Chiaki faceplanted. "Hah… hah…" She got back up and tried to keep pushing, but she only wore herself out. "Who am I kiddin'… I'm no Katamari." She panted. "How do those Pikmin do that?"

An idea popped into her head. "…Wait a second!" She immediately summoned a few Double Cherries. Thank goodness I've played 3D World. She thought as she popped them in her mouth, then a few clones popped into existence.

"Wow, you look adorable!"

"I could say the same to you!"

"Huh, is that what I look like in the back?"

"Guys, focus!" Chiaki told her clones. "We gotta push this out!"

"Right!" They nodded as they pushed as hard as they could, as the 1-Up Mushroom started to roll out of the crawl space.

"Ah, there you are!" Ibuki said as she picked up the 1-Up Mushroom and the Chiakis. "So uh, which one's the real Chiaki-chan?"

"I am!" All of them said at once.

Ah crud… Chiaki thought.

Ibuki sweatdropped. "Ah, that's a problem… okay, which one of you can do your powers?" She asked as Chiaki did so while her clones didn't.

"Too easy." Chiaki said. "…Crap, how do I dismiss you guys without resorting to killing you?" She wondered as she pressed the Double Cherry icon.

"Do you wish to dismiss your clones?"

Oh hey, that was easy. Chiaki thought, pressing yes as all of them disappeared.

"Ibuki must say, you're extremely adorable as a little tiny Chiaki-chan~"

"Aww…" Chiaki blushed as Ibuki put her finger to her and lightly booped her on the cheek before gently picking her up and dropping her in her hair. "Whooooa!"

"You must be tired. She'll hold on to ya!"

"Ibuki… I never thought I'd say this about your hair, but it's incredibly warm and toasty." Chiaki said.

"That's the idea~! It was eiher that or suffocating you in her pocket."

"That works." Chiaki chuckled as they continued climbing.

"What in the world…?" Weiss wondered after touching a green ! Button on the ground, where flip panels moved across the path. "Whoa! That's new!"

"Cool." Blake said as they walked across, but they would see the flip panel practically erasing itself. "Oh…"

"And that's so not cool!" Weiss said as they made a run for it as they jumped across. "Phew… you alright?"

"Yeah."

"You know, you could've just… grabbed the ledge after jumping on those mushroom trampolines." Yang said as they turned to see the flag having already been taken down by Xena and the whole group was there.

"What took you so long?" Xena teased, causing both girls to sweatdrop as Ibuki climbed over.

"Shortcut strats~!" Ibuki smiled.

If only it was THAT simple… Chiaki thought, recalling how she tried to push the 1-Up out.

"Where's Chiaki?" Ven asked.

"Uh… I think she became a flea." Tucker said, pointing to Chiaki waving on Ibuki's horns.

"Huh, well, at least it's a harmless one." Lea shrugged as they turned toward a Warp Pipe as they would go inside.

End BGM

…However, Dark Pit stopped moving. He shifted his eyes behind him. "What's up?" Gloria asked.

"We're not alone." He said, summoning his Silver Bow and turned around, firing an arrow. However, the arrow didn't hit anything. "Tell me you guys felt it too."

"Yup." Cloud nodded as he, Tifa, Barret, Red, Summer, Raven, Rosalina, Byleth, Isa, Ibuki and Gloria readied themselves.

"I had a feeling someone could've been following us, yet I thought I was going crazy." Summer said.

Dark Pit and Cloud moved toward a few bushes, their weapons ready. "You think he scared it off?" Barret asked.

"I doubt it." Isa said.

Dark Pit and Cloud looked behind the bushes, only to see nothing. "…Nothing." Cloud said.

"Mmm… clever." Dark Pit turned around as he walked off. "If it's smart, it'll stop following us." He said as he climbed into the Warp Pipe as they jumped in, but Summer stopped herself and checked again.

"You okay?" Byleth asked.

"Yeah, it's… it's nothing." Summer responded and hopped in, with Byleth being the last one in.

The Armadillo Faunus peeked his head out of the bush he crawled into and pulled himself out. With a tilt of the head, he curiously followed.

World 2-2 - Poison Sewers Already?

BGM: Underground (Super Mario 3D Land)

"…I smell something funky." Nora said.

"Yeah… I don't like this." Nyx said as they hopped down as they walked through, then they would see purple water going through.

"Wait… is that poison water?" Iris asked.

"Poison already? But we're nowhere near Soda Jungle!" Weiss pointed out.

"I've got a bad feeling…" Ruby said as they climbed over a wall and would see poison water ahead of them.

"Mama mia, what the heck is going on here?" Mario wondered.

"Ooooh, uh… I think we hit the wrong sewers…" Luigi grimaced.

"I see flip panels…" Blake said.

"Honestly, if they didn't disappear on you, I wouldn't be so nervous over that." Weiss said.

"Yeeeeah, how are we going to…?"

"I got an idea!" Chiaki said as she hopped off Ibuki's hair as she also summoned a Super Mushroom, where she popped it in her mouth and grew to her normal size, landing on her feet. "We can just mine our way through!"

"And how, pray tell, are we going to do that?" Shovel Knight asked.

"Simple!" Chiaki summoned a pickaxe. "Steve and Alex invited me over to a mining expedition the other day. I pretty much have a full inventory of resources, so this should pretty much cover the poison."

"That Minecraft world perplexes me…" Ren said.

"Why's that?" Nora asked.

"You can build anything you want with no possible way of running out of resources? It's kinda… interesting." Ren said.

"I think it's pretty cool… if you don't mind the Creepers." Jaune said as Chiaki went to laying out a path with a carefree hum.

"Who knew those blockheads could be so resourceful?" Simmons asked.

"They still creep me out." Sarge said. "Those undead blocky eyes… it's like they stare right into my soul."

"Oh good, I'm not alone." Ruby shuddered as they walked through the path that Chiaki mined away to her heart's content.

"I have to hand it to her, at least it's not completely narrow." Maia said.

"Indeed." Raven nodded as they made it across, jumping over solid ground as they would see another pool of poison in front of them.

"Let's see… yup, inventory's still good." Chiaki said as she went right back to laying out a path over the poisonous waters.

"Hmm?" Weiss turned her head to see the water bubbling nearby. "…Guys?"

"What is it?" Tifa asked as she spotted the bubbling water. "Is something about to come out of it?"

Cloud readied his buster sword. "This isn't good…" He said.

End BGM

"Chiaki-chan, hold on a second!" Ibuki exclaimed.

"Hmm?" Chiaki turned her head as a large Grimm Piranha Plant shot out of the water. "Ack!"

BGM: Middle Boss Battle (The Legend of Zelda: Majora's Mask)

Other Grimm Plants rose up from underneath the water. "Okay, they're coming out of the water now!" Yang exclaimed as Grimm Scuttlebugs climbed out of the water and were joined by Grimm Scaredy Rats and Grimm Metroids.

"Grimm Metroids?!" Ruby exclaimed in shock as Grimm Paragoombas flew out of the ground, and then Grimm Lizalfos jumped over the path, roaring at them.

"It's a Grimm Hodge podge of everything!" Umber exclaimed.

Chiaki held her pickaxe while summoning Diamond Armor. "We gotta fight our way through!"

"What do you think we're doing!" Cloud said, cutting through the larger Grimm Plants as Raven and Maia found themselves back to back against a few Lizalfos. One lunged at Maia, but she knee'd in the gut and kicked it away.

"You might want to bring out your weapons."

"I was thinking the same thing." Maia said, ducking from a sword swing as she pulled out her weapons, which were Crescent Blades that had a Spring-ly element to it as she swung her blades as wind pushed the Lizalfos away as a watery aura wrapped around her blades as she sliced through with a watery slash attack to finish it off.

A Grimm Scuttlebug lowered itself down and spat out webs to bind Maia up. She let out a growl as the Scuttlebug scurried to her, but she took a deep breath and unleashed a gust of wind to blow away the Scuttlebug along with the Metroids as Ruby and Blake slashed them down.

Mario unleashed a fire storm at a few Grimm Plants while also snapping his fingers as a Thundaga struck the Plant where Luigi hammered away at a Lizalfos, electrocuting it to stun it where Daisy had formed a crystal spear as she swung it gracefully and cut through its head.

One Lizalfos snuck up behind Cloud as he was slashing through Scaredy Rats, then the Lizalfos slashed him. "Rrrgh!" He growled as the Moogle suit disappeared on him. With a smirk, he turned around toward the Lizalfos. "Thanks for that." He said as he Cross Slashed it to cut it into pieces while Yuffie threw her shuriken to impale a Grimm Metroid, pinning it to a wall as Shield Knight threw her shield to finish it off as it bounced off the wall and cut through a few Paragoombas, some others were shot down by the Reds and Blues.

A Grimm Plant chomped down on Chiaki, but she jumped back and swung her Diamond Pickaxe to skewer its head, creating an opening after it disintegrated. She quickly went to creating a path. "Ibuki, cover me!"

"On it!" Ibuki got behind Chiaki and started blasting away Grimm Paragoombas. She would look to the side as Grimm Keese came flying down, but she swiftly shot them down as Chiaki made it to the Warp Pipe. Luckily, Ibuki had called everyone to follow the duo.

Once they made it to the Warp Pipe, they heard a scream that caused everyone to not move. Pit was the first to break free as he turned around to see Grimm ReDeads crawling out of the poison, along with a few Grimm Waddle Dees. "Ah crap, ReDeads!"

"Alright, I've had enough… Ruby!" Summer cued.

"Right!" She nodded as they both used their silver eyes to disintegrate the Grimm, including a charging Grimm Lynel that nearly made its way over to them. They would all go through the Warp Pipe with the Roses being the last one to go inside.

End BGM

"Is that everyone?" Chiaki asked.

"Yeah." Summer nodded as Chiaki quickly covered the Warp Pipe with blocks.

"There we go. Now we don't have to worry about them coming through." She said as she turned around as Shovel Knight took the flagpole.

"Victory is ours!" Shovel Knight said.

"Barely! I didn't think we'd make it out!" Grif said.

"Yeah, good thing we all made it out!" Epsilon agreed.

"Phew… what the heck is going on here? Did Salem take over the Mushroom Kingdom over night?" Yang asked.

"I have a feeling this isn't her doing… call it a hunch." Luigi said.

"Yeah… something's fishy about all this." Chiaki admitted.

"Welp, we got several more levels to get through. Let's go!" Ibuki said as they walked off, finding a Warp Box as they went in, although Chiaki found a Mystery Box as she excitedly walked inside of it.

At the Warp Pipe, the blocks were moved out of the way as the armadillo faunus came out. He would then put the blocks back on top of the Warp Pipe, but rubbed his chin in thought. He spotted some Brick Blocks nearby as he walked over to them, pulled them aside and stacked the Brick Blocks on the creation that Chiaki had made.

When there were enough to hold it in place and prevented the Grimm from getting out, he nodded and cheerfully smiled in approval and walked off.

With Chiaki…

"Oh thank goodness, normal Venus Fire Traps!" She said as the Fire Piranha Plants tilted their heads in confusion, only to get destroyed by her. "Sorry!" She apologized as a 1-Up dropped in her hand. "There we go." She said, putting it in her pocket and warped out, finding herself on a pixilated platform. "Oh!" Her eyes sparkled.

World 2-3: 8-Bit Wonderland

BGM: Retro Land (Super Mario 3D Land)

"I do not know why, but I'm feeling nostalgic over this." Mario said, staring at his gigantic 8-Bit self.

"Oh, if only you knew!" Chiaki fangirled.

"Well, this is pretty cute!" Ruby smiled.

"I'll say." Yang nodded as they walked through the Mario sprite while Mario and Luigi took a moment to soak it all in, then they both high fived each other.

"I wonder if there's a pixilated version of me?" Luigi wondered as Mario scratched his chin and looked up to see a platform above them.

"You wanna find out?" Mario asked as Luigi nodded, then Mario brought out the Cape Feather and flew up with Luigi holding on to him as they would arrive at a Luigi platform. "Well, how about that."

"Mama mia, I look pretty good!" Luigi grinned as they found a Warp Box, then they hopped inside and found themselves on a pixilated Peach platform.

"What, no pixilated version of me?" Daisy wondered as a Warp Box appeared near her. "Hmm?" She wondered as she walked in, and found herself on a pixilated platform of herself. Only problem was that it was in black and white.

"Augh! Someone forgot to color me in!" Daisy sighed. "Hope they fix that…" She mumbled as she would spot something. "Long hair? …Oh, that's right, I forgot I had long hair back in the day." She rubbed her chin. "Hmm… do I go back to tha-… pffft, nah, I like my shorter hair." She said and walked off.

With Pit…

"Uh…" Pit stared at his pixilated self. "On the one hand, I feel nostalgic and flattered. On the other hand, uh… I look weird!"

"Oh hey, is that what we look like in pixel art?" Ruby wondered.

"Well, they definitely got us looking pretty good." Yang said.

"I feel honored." Weiss smiled.

"Uh… I can't tell if that's my bow or my ears…" Blake rubbed her head. "Not to mention… I forgot what it was like having longer hair."

"You want to go back to that?" Weiss asked.

"Nah, I like my shorter hair." Blake smiled.

"Hey, look at that strong looking pixel!" Nora exclaimed. "Eat all the pixilated pancakes you want, good looking!"

"…Am I really that scrawny?" Jaune sweatdropped.

"Aww, I look so cute~!" Pyrrha gushed.

"Mmm, it's alright…" Ren shrugged.

"This is an outrage! RWBY and JNPR get pixel art and yet we don't?!" Sarge growled. "Of all the diabolical… this has Blue written all over it!"

"Hey, news flash, we didn't get any either!" Epsilon said.

"I did!" Caboose said, pulling up a portrait of a 8-bit version of himself.

"Where did you…?" Tucker wondered. "Ugh, not helping, Caboose! Put it away!"

"Okay!"

"Oh, it feels like I'm in 8-bit heaven!" Chiaki gushed, causing Ibuki to giggle.

"Honestly, this feels kinda creepy." Laxus said, staring at 8-bit versions of JINXY where they were all admiring it.

"I dunno, I think it's flattering." Rosalina said.

"It's honestly kinda cute." Tai agreed.

"I feel honored!" Shovel Knight said, staring at his own pixilated platform.

"Never thought I'd look so cute." Shield Knight smiled.

"Have you seen yours?" Dorothea asked.

"No, I haven't found mine. How about you?" Byleth asked.

"Nope." Dorothea shook her head.

"Mmm, it's no big deal, honestly." Byleth shrugged it off.

"Aww, cute!" Gloria smiled, seeing pixilated Pokemon and Pokeballs scattered everywhere.

"Okay… that's honestly spooky." Lea said, seeing his pixilated self with a bewildered expression on his face.

"What, you get one and we don't?" Ven asked.

"Clearly, they have him memorized." Xion rolled her eyes.

Oooor maybe it's because Chain of Memories was originally on the GBA. Ibuki thought. …Then again, there's pixel art for RWBY, JNPR and JINXY… eh, oh well.

"Alright, I've had my fill." Chiaki said as she walked into a Warp Box as one by one, everyone walked into it where Chiaki hopped up the steps and jumped over, hitting the top of the flagpole and jumping off.

"Now let's head off to some place less spooky." Lea advised.

"Feeling a little unnerved?" Isa smirked.

"N-No! I just feel… honored, that's all." He said as he walked off.

"Definitely unnerved." Isa chuckled.

"Honestly, I didn't get one and I don't even care." Dark Pit said.

"Aw, cheer up. You'll get one!" Pit smiled.

"I highly doubt it."

"I'll definitely take that breather after that horrorfest." Yang said.

"Agreed." Ruby agreed as they walked off, all of them unaware of the same armadillo faunus following them. He quickly hid in a pixilated bush as Gloria and Summer turned their heads before cautiously turning around and walking away.

The armadillo faunus peeked his head out before he slowly walked out when the coast was clear and continued to follow them.

Ibuki: Aww, a breather level after a hellish level... how cute!

Yup!

Ibuki: Seriously though, who's that armadillo faunus? Well... we'll find out eventually.