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

The gang walked back towards Toad Town without saying a word… when suddenly, something smacked into Mario. "OOOF!"

"Bro!" Luigi exclaimed as they turned to Mario who was rubbing his head.

BGM: Twink's Theme (Paper Mario)

"Ow…" Twink groaned. "Sorry, I didn't mean to bump into you. I'm kind of in a hur-… oh! Are you Mario and RWBY?"

"We are… who are you?" Blake asked in suspicion as they were ready to attack him… while Luigi was sulking since he wasn't mentioned.

"No need to be on the defensive! My name is Twink! Princess Peach and a lady with green hair sent me to you!"

"Peach?" Mario loosened up. "You know her?"

"Yep! I'm her cute little assistant!" He said. "I was supposed to give this to ya." He gave Mario the Lucky Star as it proceeded to glow and enveloped them all in an aura.

"What was that?" Weiss asked.

"That was the Lucky Star's power. It's supposed to bring you great luck!" Twink said. "Also, something about Action Commands, but we're in a story and not some kind of video game! …At least, I think we're not." He said. "Eh, whatever."

"Well, at least we'll have great luck!" Yang grinned.

"Yeah! Finally, my bad luck ends!" Luigi exclaimed with hope… unaware that he wasn't enveloped in the aura.

"Should we tell him?" Yang whispered.

"Leave him be." Blake whispered back.

"Ah, so you're giving them all good luck… I was wise to follow you!" A voice said as they saw a Magikoopa coming down.

End BGM

"Kamek!" Ruby exclaimed.

"I'm not Kamek! I'm a Magikoopa! Big difference! We have different names, ya know!"

"Do you all look alike?" Goombario asked.

"As a matter of fact, yes! And no, it does not get confusing! We all know our names!"

"What's yours?" Yang asked.

"Johnson!" He said.

"You look like Kamek to me. You know, you should have name tags so we can tell who you are."

"…You know, that's not a horrible idea." The Magikoopa said. "I mean, it'd help tell the difference between me and my friend! I'M LOOKING AT YOU, MOTHER!" He yelled at the sky. "Anyway, yeah, a name tag would he- hey! Don't change the subject! I'll take care of you all before I head back to Bowser!" He said as they all looked at each other before beating him up. "OW! OOOF! OOOOW!"

"Oh! That'll hurt!" Twink winced.

"UNCLE! UNCLE!" The Magikoopa yelled before they stopped. "Yeesh! Do you ALWAYS do this before someone's prepared? What if someone decides to do it to YOU, huh? I hope it's a Goomba gang in an arena!" He said as he took off back to the castle, grumbling to himself.

"Well, that was oddly specific." Weiss said.

"Well… uh, I'll be off." Twink said as he flew off. "Take care!" He waved.

"He's kinda cute." Goombario said.

"I know, right?" Yang chuckled as they walked back into Toad Town.

BGM: Toad Town (Paper Mario)

"So, where do you think we could find somebody in this place?" Ruby asked.

"It's a big town, I'm sure we can find somebody." Luigi said. "I mean, as creepy as he is, Dr. Toadley will know something."

"Didn't he take a vacation? I think he went to some island for a few days." Mario said.

"…Crud."

"Who's Dr. Toadley?" Blake asked.

"Oh, that's right, you haven't met him yet." Luigi said. "Let's just say he's a bit… out there."

"He can't be that bad." Weiss chuckled.

"You say that all the time in this series, and we've met a lot of weirdos. Remember that fiasco with Hades?" Ruby asked.

"Just once I want to meet a god or a goddess who's not crazy in the head!" Weiss complained.

"What's with her?" Luigi whispered to Yang.

"Goddess trauma."

"Ah…"

"Hey guys?" Ruby got their attention. "Have we ever seen that building before?" She asked, pointing to a certain hut.

"Uh, not to my knowledge… no." Yang said.

"I could've sworn that spot was empty before." Mario rubbed his head as they went over and knocked on the door.

"Come in." A voice said as Mario opened the door as they walked in.

Pause BGM

BGM: Merlon's Hut (Paper Mario)

"Welcome, Mario Bros and RWBY. I have foreseen your arrival."

"…Maybe we should turn back. The music turned creepy." Luigi said.

"Agreed." Weiss said.

"Wait! Do not pay attention to the music! I am but a gentle soul."

"If you say so…" Luigi said, having a 'I'm not trusting you OR this music!' look on his face.

"My name is Merlon, and I have foreseen your arrival." He said.

"You have, huh?" Yang asked.

"Indeed. I am but a fortune teller just like Dr. Toadley… only less of an oddball." He said, chuckling to himself. "I know very well that you are looking for the Star Spirits."

"…Have you been looking at past chapters?" Ruby asked.

"Oh no no no, as I've said before, I am a fortune teller who sees into the future, hence why I foresaw your arrival."

"…If you say so."

"You are in search of the Star Spirits, and you are looking for Eldstar. I will put your minds at rest, for he is at the Koopa Bros Fortress just east from here."

"The Koopa Bros?" Blake asked.

"Those boneheads again? They've been stalking us for the past couple of stories!" Weiss complained. "Why do we have to fight them again?"

"They've been training… and they have the Star Spirit. They are much more powerful than you realize."

"What, they decided to raise their attack power by one?" Weiss asked, looking at Goombario.

"Hey, I'm not gonna Tattle 'em until we get to them!" Goombario said.

Merlon chuckled. "I suppose… but you are indeed strong, but I must caution you. You will be entering their home turf, and they will use every bit of trickery to trap you, or worse."

"We've been through worse." Mario said.

"True, very true." Merlon nodded. "Anyway, go to the Koopa Bros Fortress and retrieve the Star Spirit. Once you are done… well, I can't spoil everything." He said. "However, I recommend you get some help in a nearby village. You will thank me for this." He said. "Now go."

"Right." Mario nodded as they walked out.

End BGM

Resume Toad Town BGM

"Ah, back to the cheery music!" Goombario said. "…He was creepy."

"No kidding." Ruby said.

"I prefer cheery music any day." Luigi said as they walked off… only problem was, four shady looking Toads appeared before them, coming in red, green, yellow and black.

"Halt! You shall not pass!" The red one said. "You wouldn't want to be hurt out there, would you?"

"Oh, what's a few scratches?" Ruby asked.

"Yeah, move it!" Goombario said.

"No. No one goes in and no one goes out!"

"What if I want to go on a nature walk?" A Toad asked.

"NO NATURE WALKS ARE ALLOWED!" The Green one yelled.

"What is the meaning of this?" Merlon walked over. "Roadblocks are unheard of in this kingdom!"

"Move it, gramps! No one is allowed in or out and that is final!"

"Gramps?! I'll have you know that I am NOT that old!" Merlon said, snapping his fingers and shot lightning at the quartet, revealing the Koopa Bros.

End BGM

BGM: Koopa Bros. Keep Cool! (Paper Mario)

"Ack!" Red exclaimed.

"I told you this wouldn't work!" Green said.

"So, since you're already here…" Yang smirked, cracking her knuckles.

"Yipe!" Red paled. "NINJA DISAPPEARANCE!" He yelled, throwing a smoke bomb down. But Red was the only one by the time the smoke cleared out. "WHAT?! IT DIDN'T WORK!"

"Let me take care of it!" Yellow came back and threw another smoke bomb down, and this time they were all gone.

End BGM

"Oh come on, I wasn't ready!" Ruby complained after coughing.

"Did you get any info off of them?" Mario asked.

"Just the red one." Goombario said. "He's got like… ten HP, 2 attack and 2 defense… but like any other Koopas, you hit him on the head and his defense is zero." He said.

"Well, you got what you could." Merlon said. "Now, be careful out there." He said as he walked off.

BGM: March Ahead (Paper Mario)

After Merlon left, the group marched along, taking in the scenery and admiring it while Mario and Luigi proceeded to hit the blocks and ? Blocks that appeared before them. A Koopa Troopa spotted them and tried to ram them with his shell to start a fight, but Mario was ready for this and hammered him away and into a Spiked Goomba, and then he fell into a stream.

"When will they realize that attacking us is just asking to get themselves killed?" Yang asked.

"Never. Koopas and Goombas are always dumb." Ruby said.

"Hey!"

"Except for you and your family." Ruby said.

"Thank you." Goombario said as they walked ahead as Luigi jumped up and took down a Paragoomba easily before they kept going as Mario hit a ? Block and out popped a POW Block, which he quickly grabbed.

"I'll take that." Mario said as they kept going until they saw a river they needed to cross.

"We can swim through it, right?" Ruby asked.

"Uh, hello! We're made out of paper!" Weiss said. "We'll just get all soggy and gross. And besides, who wants to hang out with wet paper?"

"Not to mention that our color will run too." Blake added.

"'Tis a cruel fate to be paper beings." Mario sighed.

"Y'all are no fun…" Ruby sighed as Yang punched a tree, and then a ! Switch popped out as she punched it, and then a bridge unfolded before them.

"If only bridge building was that easy." Luigi said as they walked forward, but Blake noticed a Spiked Goomba ready to ambush them on a Brick Block as she jumped up on top of it.

"Hello." Blake said.

"Oh, hello." The Spiked Goomba said before it dawned on him. "…Oh crap!" He said as Blake kicked him straight to a tree and then she hopped off as they kept going.

"…I don't like the way that thing is staring at me." Weiss said, pointing to an object.

"That's a candy cane, don't mind them." Mario said as they walked off, but Weiss still felt that it was looking at her as she walked over to it.

"Would you quit staring at me?!" Weiss yelled, but it said nothing. "Two can play that game!" She said as she attempted a staring contest at it… until Gambol Shroud wrapped around her and was pulled away. "Hey! I was winning!"

"Riiiiight…" Blake said as they kept going.

"Hey, do you hear that?" Ruby asked. "It sounds like someone's in distress."

"I hear it too. Let's go take a look at it!" Mario said as they went down.

"But the fortress is over there!" Luigi said, pointing towards it but the others didn't listen to him. "Ooooh… wait for me!" He said as he went after them.

End BGM

BGM: Fuzzies Stole my Shell (Paper Mario)

"HEY HEY! GET BACK HERE WITH MY SHELL!" A Koopa yelled.

"Meeeyork! Meeeyork!"

"Don't you 'meeyork" me!" The Koopa growled.

"What's going on here?" Mario asked.

"Oh!" Another Koopa walked up to them. "Hello Mario Bros and RWBY! We're kind of in a situation here." He said… and a Fuzzy snuck up behind him and proceeded to pounce on him before taking his shell. "…Like that!"

"Fuzzies…" Luigi groaned. "That's typical."

"Let's go take care of 'em!" Yang said as they ran forward to take care of the Fuzzies, but unfortunately, they were hopping around to avoid them easily.

"Oh, get back here!" Weiss growled as they eventually got some of the shells back and handed them to the Koopas.

"Phew, thanks!"

"Man, you guys are life savers!"

"We could use all the help we can get here! Those two Pegasus Riders came by to help, but those Fuzzies are tricky!"

"Pegasus Riders?" Ruby asked. "What's a Pegasus?"

"Don't you pay attention in class? A Pegasus a winged horse, there's even a Grimm based on it." Weiss explained.

"There's a winged horse Grimm?"

"It's possible considering we have Griffins and Dragons as Grimm." Weiss said as they went into the next area… where they saw two Pegasus Riders fighting off the Fuzzies.

"Those Pegasus are not Grimm." Mario said.

"Let's just help everyone here." Weiss said as they walked forward to help some of the townsfolk with the Fuzzies, and then Ruby saw a few Fuzzies sneaking up on the green haired rider.

"Hey, look out!" She said, using her semblance and slashing the Fuzzies away.

"Thank you." The green haired rider nodded, and then Ruby took a good look at their spears… and then…

"Oh my gosh, oh my gosh, oh my gosh! THOSE WEAPONS!" Ruby screamed, drooling at the two.

"Uh…"

"Oh, Ruby…!" Yang sighed and pounded her in the head.

"OOOOF! Thanks…"

"Don't mention it." Yang chuckled and the others approached them.

"Who are you guys?" Weiss asked. "And where did your Pegasus come from?"

The short blue haired girl chuckled. "We're the White Wings. I'm Catria and this is Palla."

"Greetings." Palla smiled.

"We were on our way to the fortress up ahead since our sister was kidnapped. She went to do some recon up ahead and… we haven't heard from her since. We got worried, so Minerva asked us to save her. We fear that she got kidnapped again."

"Oh, what a coincidence, since we're on our way to the fortress to get something." Mario said.

"Wait, did you say 'kidnapped'?" Luigi asked.

"That's right, kidnapped." Palla nodded. "I just hope they're not harming her…"

"Well, why don't we team up? We can do it together!" Ruby smiled.

"Hmm, that sounds interesting…" Catria rubbed her chin in thought.

"HEY! HEY! GET OUT OF HERE, YOU FUZZY! THAT'S MY SHELL!" A voice yelled from a house as they turned to see a Koopa get knocked out of the house. "Ooof!"

"You okay?" Mario asked.

"I will be…" The Koopa groaned before realizing he was talking to. "Oh my goodness! You're Mario! You're RWBY! You're… uh… Green Mario!" He said, causing Luigi to anime fall. "I'm a huge fan of you all! My name's Kooper! But… fanboying aside, I need help. My shell's been taken!"

"We're on it!" Mario said as they took off while Ruby dragged the fallen Luigi as Palla and Catria looked at each other and followed them in as the Fuzzy took off with the blue shell as they followed him until he hopped into a tree.

"Agh, which tree is it?!" Weiss exclaimed.

"Meeeyork! Meeeyork!" The Fuzzy said as he hopped down. "Neener neener! You can't catch me!" He said as he hopped up.

"…Fuzzies can talk?" Mario asked.

"Oh good, I'm not going crazy!" Luigi sighed with relief.

"We don't have time for this! Just give us that blue shell!" Catria called out to him.

"Make me!"

Mario pulled out the POW Block. "Don't make me use this!"

"Meeeyork! Like that'll work!"

Mario threw the POW Block down, and on cue, the whole place rumbled and knocked them off the ground… and the four trees fell and the Fuzzies looked on in shock.

"Meeyowch! Alright! Take it! We'll be good!"

"Thought so." Mario said as he took the Blue Shell.

End BGM

"HOLD IT RIGHT THERE, FUZZIES!" Kooper yelled. "I'm gonna tear ya limb… from… limb… what in the name of Koopas happened here?!"

"Long story." Palla said.

"Well, in any case… uh… I got brave, I guess." Kooper said. "So, mind if I join you on your adventures? I'll be of good use!"

"Sure, the more the merrier." Mario said.

"Sweet!" Kooper said… and then suddenly, Goombario jumped into Mario's pocket.

"Aaah! What are you doing?" Mario asked.

"Switching Party members. Every RPG does this!" He said within his overalls.

"…Riiight…" Mario rubbed his cheek. "I just hope it doesn't get too crazy."

"Yeah, next thing you know, a Star Sprite and a random Goomba start arguing in your pants." Luigi said.

Mario sweatdropped. "Let's not tempt fate here."

"We might as well join you too for the time being. We all have the same objective." Catria said as they nodded… and suddenly, Palla minimized herself and hopped into Catria's pocket.

"RPG mechanics… I'll never understand it…" Ruby sighed as they walked off.

"Meeeeyork!" The Fuzzy quickly came back with friends. "I changed my mind! I want to battle you! En garde!" He said as they all looked at each other with no amusement, and they proceeded to destroy them easily. "Ow ow ow! Meeeyowch! Let's get out of here!" He said as they took off.

"And good riddance." Mario said as they walked off back into the Koopa Village.

BGM: Koopa Village (Paper Mario)

"Ah, cheery music. How I love thee!" Luigi smiled as they walked off.

"Hey, should we stock up on items?" Mario suggested. "It wouldn't hurt."

"We better be prepared for the battle ahead." Catria said as they walked in… and saw a girl with red hair.

"Hey! Welcome to my shop!"

"…I thought this was supposed to be a Toad shop." Ruby said.

"Not anymore!" The girl giggled. "The name's Anna, at your service! I run this shop in the Koopa Village!"

"Well, in that case… let's take a look." Yang said as they investigated the shop and grabbed a few POW Blocks and Fire Flowers.

"Hmm, our lances are getting a bit rusty…" Catria said. "How much for two Silver Lances?"

"100 coins each!" Anna smiled.

"100 coins?!" Catria exclaimed in shock, looking completely baffled. "Forget it then!"

"Ah! You drive a hard bargain! How about fifty coins each?"

"…Better, but not good enough."

"Rrgh… thirty coins each! Final offer!"

"Deal." Catria said as she purchased two Silver Lances and folded the other one and put it in her pocket for Palla.

"Oooh!" Palla grinned.

"Thank you!" Anna smiled. Cheapskates. She thought to herself. "Anything else you wanna buy?"

"Nah, I think we're good." Mario said as they walked out.

"Come again!" Anna said and then smirked, counting her money and smiled greedily. "Hehehe, suckers!"

"While we were defending the Koopas from the Fuzzies, we've heard something." Catria said as they were walking through the village. "There were some talking Bombs earlier-"

"Bob-ombs." Kooper told her.

"Right, Bob-ombs. They said they escaped the Koopa Bros Fortress due to extreme working conditions and also enslaving them." Catria informed.

"Oh great, not only are we saving a Star Spirit and your sister, but we're saving Bob-ombs… great." Weiss groaned.

"Well, at least it won't be too bad." Yang said.

"By the way, who's your sister?" Mario asked.

"Her name's Est." Catria said as they got out of the village.

End BGM

As they kept walking, they noticed a ! Switch past the river after dealing with a few Koopas in the way.

"I got it!" Kooper said as he got in his shell and Mario kicked him toward it as the bridge unfolded as they crossed the river and saw the Fortress in front of them.

"So this is it." Blake said. "The Koopa Bros Fortress."

"Let's-a go." Mario said as they walked forward, as Black walked out and saw them.

"Uh oh…" He said and then quickly turned around. "HEY RED! WE HAVE COMPANY!" He yelled and slammed the door behind them.

"More powerful… riiiight." Yang rolled her eyes as they went inside the Fortress.

Let's see here... adding on the list of running gags in this series...

Constant breaks of the 4th wall, making fun of the E rating, shenanigans... and now: Anna and all her sisters in every Toad shop!

I swear, this is getting more nonsensical by the minute... and i'm loving it! Ah, I get so giddy when i'm writing this!