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

BGM: Clouds Over Flower Fields (Paper Mario)

Everyone popped out of the Warp Pipe and landed on the ground. "It's a bit dark in here." Sushie said.

"Ah, I see a door!" Ruby said as she opened the door up as they walked out and saw the Flower Fields, the only problem is… it's a bit too gloomy with the clouds above.

"Wow! This place is… kinda depressing." Yang said.

"Yup." Blake nodded.

"What ho! What have we here?" A voice caught their attention.

"Uh, who said that?" Luigi asked.

"I did."

"Who?" Kamui wondered as they looked around, wondering if they're going crazy.

"Behind you."

They turned around to see a tree. "Oh, very funny. All we see is a tree." Weiss said.

"I'm the one who's talking to you. The tree."

"…Excuse me?" Weiss asked in surprise.

"A talking tree… that's a new one." Mario said.

"Talking trees. Why not!" Weiss exclaimed in annoyance.

"Cool!" Ruby grinned excitedly.

"I am known as Wise Wisterwood, and I know who you are, the Mario Bros, RWBY and Kamui from the land of Nohr."

"How did-"

"I know everything about the Mushroom Kingdom and its neighbors." He said. "You are rescuing the Star Spirits and saving this world."

"He's good." Luigi said.

"Shup!" Affectio agreed.

"Before I begin, three people will be joining you in three… two… one." Wisterwood said and then two people walked out… while one of them stumbled.

"Ooof!"

"Whoa, are you okay?" Ruby asked.

"I-it happens often…" The woman replied.

"The queen of Ylisse, Sumia. The excitable princess and sister of Lucina, Cynthia… and the man who loves sweets, Gaius."

"Lucina has a sister?" Weiss asked in surprise.

"Huh, I guess we don't need to introduce ourselves." Gaius said.

"Holy Naga, a talking tree!" Cynthia exclaimed in surprise. "Wait… you know Lucina? …Are you Weiss? Lucina talks about you from time to time!"

"…Oh wow, she does?"

Wisterwood cleared his… uh… throat. "If I may continue. You came at an hour of our need. Our land has been invaded by a creature named Huff n' Puff and his followers. They invaded not too long ago, actually. These creatures had brought clouds to our sunny sky and it as been dark and cloudy ever since. The sun doesn't even bother to rise in the sky anymore… and thus, we are weak and fading."

"Wait, the sun doesn't bother rising up in the sky?" Blake asked. "…That doesn't make sense."

"I was just about to say that." Luigi said.

"Yup." Gaius nodded.

"Oh! I remembered something. They'd holding a Star Spirit captive that I believe you are searching for. Unfortunately, there is no way up there since it is in the clouds as we call Cloudy Climb."

Weiss rubbed her chin in thought and then noticed the Pegasi that Cynthia and Sumia were on, and then looked at Kamui. "Hey, what about-"

"Unless… you might be able to reach it if you find a magical bean or something that grows high."

"Why does this sound familiar?" Mario wondered.

"I believe there's a flower that has a magical bean somewhere. If I recall… her name is Petunia. It is believed that she resides in the east, so check there."

"Can do!" Ruby said.

"Soooo… before we head off. What are your names?" Gaius asked. "I already know Plumber and Shivers." he said, referring to the Mario Bros.

"The both of us are plumbers, y'know." Mario reminded.

"Why is my nickname oddly specific?" Luigi sighed.

A few introductions later…

"Uh-huh… I see…" Gaius mused and then chuckled, then pointed to each of them, starting with Ruby. "Red."

"Uh… what?"

"Snowflake."

"Hey! …Actually, that's better than Ice Queen, but still!"

Gaius looked at Blake. "Kitten." He said, as everyone stiffened at this.

"Uh… why kitten, exactly?" Blake asked while sweating.

"You remind me of a cat for some reason. Don't know why, but I'm sticking with it until I come up with a better one." Gaius said and then looked at Yang. "Blondie."

"Uh… thanks…"

Gaius looked at Mario. "I guess I'll give ya a new nickname." He said and put some thought into it. "Hmm, How about...Hero?"

"That'll work." Mario agreed.

"Do I get a new nickname?" Luigi asked.

"I think Shivers suits you." Gaius grinned.

Luigi sweatdropped. "Of course..."

"And now, for you." Gaius said, looking at Kamui. "…Got anything special?"

"Well, I'm a Water Dragon."

"Water Dragon… interesting." Gaius mused and then pounded his fist into his palm. "Aqua."

"…I feel like someone already has that name."

"Don't care." Gaius chuckled, then looked at Bow and Sushie. "Spooks and Fish."

"Spooks?" Bow raised an eyebrow.

"Just fish? …Lame." Sushie muttered.

"So… what's with the nicknames?" Weiss asked.

"I give that to everyone." Gaius said. "I call Sumia over here Stumbles, Cheerleader for Cynthia… and I nickname my wife Bubbles."

Sumia pulled Gaius away. "I thought Reflet told you to stop calling her that."

"She did, but I just do it to annoy her." He chuckled, causing Sumia to sigh.

"Oh you…"

"Alright, so let's get going!" Cynthia cheered as she took off… to the west.

"Wrong way, dear!" Sumia called to her.

"Oh right, I knew that!" Cynthia said as she went the other way.

Why does she remind me of… Weiss thought as she casually looked at Ruby. OH HELL NO! NOT ANOTHER DOLT! She thought and calmed herself down. Stay cool… stay cool, she could be far less obnoxious than Ruby, right?

They went off to the east, taking in the scenery while seeing a few Crazee Dazees mind their own business along with a few Bzzaps, though some of the Bzzaps wanted to kill the group, but they were immediately taken care of, and then they came across a clearing.

"Stupid Monty Moles!" A voice complained as they looked to see a Violet flower looking annoyed.

"…I shouldn't be surprised by talking flowers, and yet, here we are." Weiss sighed.

"What's wrong?" Mario asked.

"Oh, these dumb Monty Moles are eating my roots and it's driving me insane!" She said.

"Oh, we can take care of them for ya. How many are there?" Luigi asked.

"There's that rude thing, then that that dumb one, and then that greedy sucker right there, that mischievous one there… AND THEN THAT ONE!" She pointed to a tree where a Crazee Dayzee was spying on them.

"That's just a flower." Kamui pointed out.

"Oh, you know what I mean!"

"…Well, time to take care of these guys!" Yang grinned.

Pause BGM

BGM: Rowdy Rumble (Kingdom Hearts II)

"I got it!" Ruby said as she went over to a Monty Mole with Cynthia, but the Monty Mole went underneath, with both of them smacking their heads over this.

"OW!" Both girls yelled as Yang punched the ground with a Monty Mole as it sprang up… only to throw a rock at Yang's face.

"Agh! You dirty little!" Yang growled as the others were trying their hardest to get rid of the Monty Moles, but the Monty Moles were trickier than they thought.

The Crayzee Dayzee watched all this and smiled, as it walked over to the group. "Oh, is that flower thing gonna help us?" Sumia wondered, but to their dismay, the Crayzee Dayzee simply closed its eyes and sang a song that put some of them to sleep.

"A lullaby?!" Gaius asked in shock, as he, Cynthia, Mario, Bow, Blake and Kamui were still standing.

"That dirty little…!" Bow growled as the Crayzee Dayzee took off, but Gaius chased after it, and then the Monty Moles surrounded them, unaware of Affectio popping out of Luigi's hat.

"Shuppet!" It cried and unleashed a Shadow Ball on a Monty Mole, knocking it unconscious as this surprised the other three where the others proceeded to take them out as they were distracted.

Resume Clouds Over Flower Fields

"Nice going!" Mario said, giving him the thumbs up as Affectio smiled and then the others woke up while Gaius came back.

"Ah, you got rid of those things." Gaius said.

"I take it you took out that flower thing?" Cynthia said.

"Yup… and found these red berries for my troubles." Gaius said, munching on one.

"Oh thank you for taking out those jerks!" The Violet smiled and happily gave Mario a Magical bean. "I'm Petunia, by the way!"

"Oh, thank you, it's just what we nee-"

"You know, seeds are meant to be free." Petunia said. "They get to go out and explore the whole wide world and not have to worry about being planted. Being planted means they don't get any freedom at all! In fact, don't you go planting that seed in a spot with Fertile Soil and Miracle Water! You can just forget about it!"

Everyone sweatdropped at this. "Uh… okaaaaay then." Mario said as they walked off. "Alright, now we just need some Fertile Soil and some miracle water and we'll be going up to Cloudy Climb!"

"Yeah!" Cynthia grinned.

"Oh, I can't wait to go up in the clouds again! It's gonna be sweet!" Ruby grinned.

"And beautiful!" Cynthia added.

"And amazing!"

Stay calm Weiss, stay calm… Weiss thought, as Yang and Blake happened to notice Weiss trying to compose herself over the two knuckleheads.

"…I bet you ten coins that Weiss will snap." Yang said.

"What's your wager?"

"If I win and she snaps, you have to give up on reading for a week after this adventure is over."

"…You're on. If I win and she doesn't snap, you give up your gauntlets and your Xiao Long Arm for a week AND stop being reckless. Oh, and I get to give Bumblebee a new paint job."

"Oh ho ho, you're on." She said, as the two shook on it.

"Speaking of Cloudy Climb. I have a better idea." Weiss said. "Instead of waiting for some magical beanstalk to climb up, why don't we use-"

"Oh, there's a red plant!" Ruby said as they went over to it.

"…Grrr…" Weiss clenched her fists in irritation.

"Hello! Do you have something good for me to eat? I'll let you pass if you do!" He said as all eyes went to Gaius who was munching on the Red Berries.

"…What?" He asked as Ruby quickly took one and gave it to the plant. "Hey!"

"Oh, delicious! You can go!" He said as the gate opened as they walked through… while Gaius quickly grabbed a few Yellow Berries from a tree.

"Take my Red Berries… I'll just take some of these instead." Gaius said as they saw a lily underneath a crystal tree.

"Oooh, pretty!" Sumia said.

"Isn't it?" The lily smiled. "The name's Posie and I protect this Crystal Tree." She said as everyone nodded while Cynthia and Ruby were taking a close look on Posie's face. "Hmm? What's wrong?"

"Your mouth looks a little… long." Cynthia said.

"I was just about to say that."

"How rude! It's not my mouth, it's my nose!"

Both of them sweatdropped. "Oh, sorry."

For the LOVE of…! Weiss thought, trying to hold it together.

"Anyway, what do you need?" Posie asked.

"We're looking for some Fertile Soil in order to get to Cloudy Climb." Kamui replied.

"Ah! I have it right here!" She said and handed it over.

"Thank you… now we just need the Miracle Water." Kamui said.

"Ah! If you exit here and go Southeast, you'll find the Miracle Water from Lily in her pond. Can't miss it!"

"Thanks." Mario said as they walked off.

"You know, instead of just getting water, why don't we just-"

"Whoa, what's that?!" Cynthia pointed as they saw an Amazy Dayzee walking by.

"Oooh, a golden walking flower. Neat!" Sumia said as the Amazy Dayzee spotted them and quickly took off.

"Wait!" Cynthia took off after it as the others followed, leaving Weiss in the dust.

"Grrr!" Weiss growled impatiently as she took off after them, but unluckily for Cynthia, the Amazy Dayzee was gone.

"Aww…" Cynthia pouted.

"I'm sure we'll run into it again." Ruby said.

"Yeah!" Cynthia nodded as they walked together where they saw a Yellow talking plant… and then Ruby went to get a yellow berry that Gaius was eating.

"Oh no, you don't!" Gaius said, raising it high in the air. "You're not getting this!" He said.

"Yoink!" Cynthia said, yanking it out of Gaius' hand from behind and gave it to the Yellow Flower.

"Mmm! Thank you!"

"You dirty little…" Gaius growled as they walked off, as they got on the Pegasi to fly through some thorny vines, which seemed to aggravate Weiss as they got off and went into a dry pond area while Gaius gathered up Blue Berries.

"This is… unsettling." Sumia said as they were walking around. "I've never seen ponds dried up like this."

"No kidding. It's kinda depressing." Blake said as they walked deeper into the pond… and then they heard someone daydreaming as they went to see a dried up water lily named Lily.

"Oh… this isn't good. It's all dried up, the Water Stone has been stolen… I'm gonna dry up and wilt! Oooh… this is horrible! …Wait, stay calm, Lily, maybe a handsome prince will come by and help." She said.

"Excuse me!" Sumia piped up.

"Oh!" Lily turned around and saw the Mario Bros and Gaius, and then she turned around. "Well, I wasn't expecting two plumbers and a possible snack thief to be a prince, but beggars can't be choosers!" She whispered, unaware of the others hearing this.

"Should we tell her we're taken by princesses?" Luigi whispered while Mario shrugged at this.

"I'm taken by a tactician." Gaius quietly said.

"Ah, I hope my prince will come!" Cynthia smiled. "If only I was clumsy as mother and would happily fall into someone's arms like what she did to father!"

Sumia sweatdropped. "Um… that's not exactly how it went…" She said.

"That's how aunt Lissa described it!"

…Note to self, remind Lissa that's not how it played out. Sumia thought.

The water lily turned around again. "My name's Lily and… I'm in a bit of a dire situation. My pond's all dried up and the Water Stone was taken away by horrid creatures! Last I saw them, they took off west from here."

"Let's-a go!" Mario said as they took off… and then they saw a blue flower, and on instinct, Gaius hid the blue berries in his pockets.

"Gaius, did you already eat them?!" Ruby asked.

"Of course I did." He lied, but Sumia's Pegasus went over, sniffed his pocket and pulled out a Blue Berry from the pocket. "Hey, back off! That's mine!" Gaius said, but the Blue Berry was tossed over to the blue flower who happily ate it. "…Dammit." He grumbled.

"Thank you!" The Blue Flower said as they walked through the gate… and soon found themselves in front of a hedge maze, and then saw two Lakitus talking.

"Have you seen it anywhere?"

"No, I can't say I have…"

"Agh! Why did I go and drop it… Huff n' Puff is gonna have my cloud for this!"

"Well, keep looking, it's gotta be around here somewhere!"

"…Hey, isn't that Mario and his friends?"

"Oh? Oh, it is! Okay, scratch that… we take care of them and then find the Water Stone."

"Right!"

The two of them charged right at the gang, only to get pitifully destroyed by them and were launched away… and then they walked into the hedge maze, and got horribly split up along the way… and for Weiss, she was stuck with Ruby and Cynthia.

This can't be happening right now… Weiss thought, hearing the two giggling over everything.

"Hey, do you think maybe I'll find some cute guy that I'll like?"

"Oh, absolutely!" Ruby nodded. "In fact, I'm sure he'll just be waiting to catch you in his arms!"

"Yay!" Cynthia grinned. "So, do you have any guys?"

"I have Pit."

"Oh, Pit? Oh, he's so cute! You two would make a cute couple! …No wait, you already are a couple! Ah, this is awesome!"

Ruby giggled. "Yeah, he's a dork… bur he's also cute." She said and then thought of something. "So… do you like sweets?"

"Are you kidding? Sweets are the best, especially cookies!"

"Cookies? I like your style! Chocolate chip?"

"Oh, you know it! Chocolate chip is where it's at!"

"RIGHT?!"

With Gaius…

"…My cookie senses are tingling." Gaius said.

"What was that?" Kamui asked.

"Nothing."

Back with the girls…

Shut up… shut up… shut. Up. Weiss thought, covering her ears as the girls were squeeing and giggling and… driving the ice queen crazy. Just tune them out… tune… them… out! SOMEONE GET ME OUT OF HERE!

"Hey guys! I found the exit!" Yang called out to them as they quickly found their way to the exit and they walked over to see a rose.

"Oh, hello! It's been ages since I've had visitors. I'm Rosie, a rose spirit. Nice to meet you. I'm in full bloom and nobody came to look at me. Admire my beauty! Aren't I gorgeous?"

They sweatdropped. "Well… I've seen prettier roses…" Blake quietly said.

"Hopefully none as pretty as me!" Rosie said, hearing Blake. "But if there's one thing I treasure more… it's this!" She said, pulling out the Water Stone as their eyes widened. "Ain't it a beauty?"

"We need that stone!" Mario said.

"Huh? What for?" She asked.

"The pond is dried up and Lily is gonna die if we don't give it to her." Luigi said.

"Oh, I see… Lily is all dried up and needs this stone in order to survive." Rosie pondered this before laughing. "Meh, she lived a good life anyway."

"WHAT?!" Weiss yelled, can't even believing what she's hearing. The others were just as shocked as Weiss.

"She thinks she's all prettier than me, and I think it'd be best if I had no competition." She said. "No flower is truly more beautiful than I am. This stone is something else and I'm keeping it. You could try to find something prettier than this, but I honestly doubt it."

"…I know of something." Sumia said as she flew off somewhere.

"Oh, where's she going?" Cynthia asked, and then Sumia soon landed back on her Pegasus as she climbed off and handed Rosie a Crystal Berry

"Here you go."

"Oooh, that's so pretty!" Rosie grinned as she took the Crystal Berry and gave them the Water Stone. "Here, let Lily know that I was willing to extend an olive branch, but just this once."

"Riiiiight…" Yang said, glaring at Rosie as they took off back to Lily.

"Oh goody! You found it! Now put that in quickly!" She ordered as Mario put the Water Stone into the hole, and water shot out, re-purifying the pond. "Oh! Fresh clean water! Thank you! Here, take this for your seed." She said, handing them the Miracle Water.

"Thanks!" Mario thanked her.

"Now, let's go find the sun!" Ruby said as they took off.

"I know where the sun is. The sky! And you wanna know how to get there?" Weiss asked.

"By a beanstalk?" Cynthia asked.

"NO! By using your-"

"Gaius, what are you eating?" Kamui interrupted Weiss.

"OH COME ON!"

"Bubble Berries. It's… surprisingly not that bad." He said as they walked to a different part of the Flower Fields where they saw a Bubble Plant.

"Oh, a plant that spits out bubbles. Neat." Yang said.

"You wanna know how I do that? Give me a Bubble Berry and I'll show you!" The Bubble Plant said as all eyes went to Gaius.

"Ugh. Fine." Gaius said as he went and fed the berry. "Just so you know, I'm doing this only because I don't want Red or Cheerleader to steal things from me."

"We just borrowed them." Cynthia said.

"And fed it to plants!" Gaius told her as they saw the Bubble Plant releasing a huge bubble, so all of them went the bubble and went over some thorny vines. They went further while also spotting some Ruff Puffs that paid no attention to them as they went deeper until they saw there was an area void of all flowers and green.

"…This is eerie." Mario said.

"No kidding." Luigi agreed as they walked up a tower after destroying a rock that was blocking their progress… and when they got up to the top, they saw the sun.

"Ah geez, it's the Angry Sun!" Ruby panicked.

"I am no Angry Sun." The Sun spoke. "I am just a simple sun that shines through this area."

"Well, you're doing such a great job with that." Gaius sarcastically said. "Why can't you just part the clouds and be done with it?"

"I can't. The clouds are too thick for me to move through because of their Puff Puff machine."

"Puff… Puff Machine…" Gaius said. "That's the dumbest thing I've heard. But I suppose we can get rid of that so you don't have to worry about any clouds to go through." I can't help but wonder if this sun is lazy. Gaius thought.

"Go to that Puff Puff Machine? I wouldn't strain yourself over it." The sun warned, but everyone went back down and took off to find the machine… but a Lakitu got in the way.

"Whoa, hey, slow down there!" The Lakitu said, as this particular one had a hairstyle and shades over his eyes. "You wouldn't happen to be Mario, Loofey, RWBY and the dragon girl, right?"

"Loofey?" Luigi raised an eyebrow.

"Yeah, that'd be us." Mario said.

"Why do you ask?" Weiss asked suspiciously, already having her Myrtenaster out.

"Look, I'm a huge fan and I'm holding nothing against you, but unfortunately, Huff n' Puff has ordered me to take you out." He said as he held up a Spiny Egg. "So… no hard feelings, alright? Oh, and by the way, the name's Spike." He said and raised his arm up… only for a large thunderbolt to hit Spike on the head, coming from Weiss' Myrtenaster. "YAAAAAAAARGH!" He yelled as he immediately fell unconscious.

"…Huh, I didn't think that'd knock him out in out hit." Weiss said.

"I never knew Lakitus could be pushovers." Luigi said.

Spike got back up. "Urgh… that the best you got?" He asked and attempted to pelt them with Spiny Eggs, but they quickly outmaneuvered him and took him down easily. "Nnngh… alright… it seems I've underestimated you."

"Underestima- are you nuts?! Look at us! It's a lot of us vs one of you!" Cynthia pointed out. "How'd you think this was gonna go?"

Spike chuckled. "Can't argue with that… but now that you've bested me… just get this over with. I accept my fate."

"WAAAAAAAAAAAAAAAAAAIT!" A voice yelled as they saw a female Lakitu coming down.

Pause BGM

BGM: Have a Nice Talk (Mario and Luigi: Bowser's Inside Story)

"Lakilulu?!" Spike asked in surprised.

"Please, don't hurt him! Lakilester didn't mean to attack you, he was just following orders!"

"Lakiles-… hey! Don't you remember that I changed my name last month? I hate Lakilester!"

"Oh honey please, you were born with the name. You can't change it."

"Oh yes I can!"

Lakilulu turned to them. "Please forgive him… he can be rough around the edges, but he's very sweet… and a bit of a pushover."

"Hey! I'm right here, ya know! …Not to mention that I'm not sweet, I'm edgy and cool!"

"Edgy and cool was so last week." Lakilulu told him.

"But you admired it!" Lakilester turned around, folding his arms in disgust. "Traitor."

Get a room, you two… Gaius thought.

Lakilulu giggled. "We used to work with Huff n' Puff but… you know, I think it'd be time if we went our own way together. So I'm asking you… can you please have him tag along with you?"

"Sure, I guess." Mario shrugged.

"Yay! He knows where the Puff Puff machine is located so he can help you destroy it!" Lakilulu said.

"I gotta ask you something though." Lakilester said. "What are you guys fighting for anyway?"

"I believe we're fighting for-"

"Why'd you rename yourself Spike?" Cynthia asked, interrupting Weiss for possibly the umpteenth time already.

"ARE YOU SERIOUS RIGHT NOW?!" Weiss screamed.

"'Cause it sounds cool and edgy and-"

"And dorky." Lakilulu said.

"Who's side are you on?! Agh… forget it. Come on, let's go take care of that Puff Puff Machine." Lakilester said as they walked off and Sushie joining the gang in Mario's pocket, with Weiss grumbling to herself… and Blake becoming very worried that she'll have to say goodbye to her books for a week.

Resume Clouds Over Flower Fields

"Weiss, try to calm down." Blake requested.

"It's kinda hard with Ruby and her clone with us!" Weiss complained.

"Huh?! Dark Ruby's here?!" Ruby asked.

"NO! Not Dark Ruby! Cynthia!"

"Ooooh… wait, she's not my clone."

"Yeah, we look nothing alike!" Cynthia said, causing Weiss to facepalm.

"Oh, forget it!" She grumbled as they went over another spiky vine trap with the help of the Pegasi and they kept walking.

"Thank goodness for Pegasi!" Kamui said as she was the last to get off.

"Yes… thank goodness for Pegasi." Weiss said as they walked off. "You wanna know what else they could be useful for?"

"What is it?" Cynthia asked.

"Taking us to the-"

"Hey look, the Puff Puff Machine!" Lakilester said.

"…For the love of…!" Weiss growled, her patience running thin.

"Keep working!" A Yellow Magikoopa ordered three Lakitus. "Sooner or later, Huff 'n Puff will rule over this pathetic land… and then the Mushroom Kingdom!" He said and then Yang punched the machine. "Hey easy! Easy! This thing is delicate, y'know!" Another punch. "I SAID TAKE IT EASY!"

One more punch.

"WHAT DID I JUST TELL-" He spotted the gang. "…Uh oh." He sweatdropped.

"Sup!" Lakilester said as they quickly defeated them before they could try to attack… and then they proceeded to destroy the machine, which made the clouds disappear and the Sun proceeded to shine brightly into the sky, shining throughout Flower Fields and its residents felt the warm bright sun.

"Oh good, now we can plant the seed!" Ruby said.

"Hey, what are you gonna do now?" Lakilester asked. "''Cause I'll follow you all wherever you go."

"Well, let's take out Huff 'n Puff then!" Mario said as they nodded and took off, while Weiss was fuming over this as they kept walking to where Wisterwood was at. They stopped some dirt and proceeded to plant the seed, then put some of the soil in and then watered it, and then a massive beanstalk rose to the top of the sky.

"Hmm… I was enjoying the sun, but now it seems it's getting less sunshiney in this spot." Wisterwood murmured quietly.

"Oh, it's so high!" Ruby exclaimed.

"Really really high!" Cynthia said, then looked at Ruby. "Race you to the top!"

"Oh, you're on!"

"ALRIGHT, THAT'S IT!" Weiss screamed as they all looked at her. "You two are driving me NUTS! And you know what else is driving me nuts?! The fact that we wasted our WHOLE time getting a seed, soil and water for getting to Cloudy Climb instead of getting there a different way… and what was that? Oh, I don't know, the fact that TWO OF US have a Pegasus that can fly up in the sky! And what's in the sky? CLOUDY CLIMB! YEAH, WE COULD'VE DONE THE EASY WAY, BUT INSTEAD WE JUST WASTE OUR TIME WATCHING THIS BEANSTALK GROW UP TO THE SKY WHEN WE COULD'VE JUST FLOWN THERE! AND ANOTHER THING! WE HAVE A DRAGON WITH US, AND LAST TIME I CHECKED, SHE CAN FLY! SHE FLEW OUT OF A VOLCANO FOR OUM'S SAKE!"

"Uh… about that… I wasn't using my wings to fly us up, I was mostly using my water to repel me up." Kamui said. "I just flap them to add on to the illusion that I'm flying." She admitted. "I actually can't fly."

"…Oh, we didn't even think about that." Cynthia said.

"Actually, I thought of it." Sumia said. "I thought it'd be a little more fun to help these flowers out."

Weiss' eye twitched. "YOU… YOU… AAAAAAAAAAGH!"

"…Feel a bit better?" Luigi asked with a sweatdrop.

"…A little…"

"Pay up." Yang said as Blake groaned and unwillingly gave her ten coins.

"Goodbye books…" She groaned.

End BGM

One trip to Cloudy Climb later…

BGM: Cloudy Climb (Paper Mario)

Weiss hopped off of Sumia's Pegasus with Gaius. "Ah… that's so much better."

"Sorry about all that." Sumia sheepishly said.

Weiss sighed. "It's fine." She quietly said as everyone else took the long way up from the beanstalk… and yes, this includes Cynthia.

"Ooooh, pretty!" Cynthia grinned.

"So, should we expect a rainbow to drive on?" Yang asked.

"I doubt it." Blake said as they walked around Cloudy Climb, taking in the sights while Ruby and Cynthia were talking things up while driving Weiss insane. They soon came upon a huge cloudy arena with a more darker cloud resting.

End BGM

"Is that it?" Gaius asked, taking out a Dagger.

"That'd probably it." Mario said as they walked closer to the darker cloud.

"You!" The dark puff of cloud spoke. "You dare make a mess of my plans?! You dare come to Cloudy Climb to gloat?! I will not let you do tha-… SPIKE, IS THAT YOU?!"

"Yo."

"You filthy traitor… I will make sure that NONE of you make it out alive!" The cloud boomed and then popped out of the clouds, revealing that it was indeed Huff n' Puff.

"Let's do this!" Ruby said, cocking Crescent Rose.

BGM: Huffin' and Puffin' (Paper Mario)

"YAAAAH!" Huff N' Puff yelled, jumping and attempting to body slam Luigi, who jumped out of the way who counter attacked by jumping on Huff N' Puff, as a few Ruff Puffs came out of him.

"Oh!" Goombario came out of Mario's pocket and used the Tattle ability on him. "Ah, I see! If you attack him, Ruff Puffs will come out and make him weaker… but that doesn't mean he isn't a pushover. He's got 60 health with an attack power of five and zero defense. He can heal himself by sucking those Ruff Puffs back."

"I don't think so!" Luigi said, pointing to the little Ruff Puffs. "Affectio, take care of them with Shadow Ball!"

"Shup!" Affectio popped out of Luigi's hat and bombarded them with Shadow Balls.

"I'll help!" Bow said.

"Count me in!" Lakilester said, lobbing Spiny Eggs at the Ruff Puffs.

"Grr!" Huff n' Puff attempted to blow them away by blowing wind, as they tried to stay strong despite being made out of paper… until Gaius threw a dagger at Huff N' Puff to stop him. "Agh!" He cried as the trio blasted the Ruff Puffs away and then Gaius ran in and grabbed his dagger.

"You know, you'd look a lot tastier if you were cotton candy." Gaius said. "In fact, you look good enough to eat."

"DON'T YOU DARE!" Huff N' Puff yelled and fired a lightning bolt at him but he quickly dodged.

"Nah, you look like cotton candy left out in the sun for about five weeks."

"SHUT UP!" He yelled, continuing to fire lightning bolts at him but Gaius kept dodging.

"Yeesh, never thought I'd see Cotton Candy so pissed off."

"I AM NOT COTTON CANDY!"

"Sure you're not… and you didn't notice that you were constantly getting smaller." He said as Huff N' Puff looked to see that he was almost the size of a typical Ruff Puff… and the Ruff Puffs were all KO'd.

"What?!" He yelled.

"Heheh…" Gaius smirked as he glowed. "What a cupcake!" He said and then went in for the kill.

"I AM NOT A CUPCA-AAAAAAAAAAAAAAAGH!" Huff N' Puff screamed as he fell to the ground and exploded into millions of Ruff Puffs, leaving behind a card that contained Klevar, a Star Spirit with a book and a bowtie.

End BGM

"You think he would've noticed us impaling him and shooting him." Cynthia said.

Sumia smiled. "Oh, he was too distracted with Gaius."

And I thought Cynthia was a dunce. Weiss thought as Mario touched the card as the card disappeared and Klevar was back to normal.

"Ah, thank you!" Klevar said. "Now, let's get out of here."

Meanwhile, at Peach's Castle…

"Alright, you ready for this?" Twink asked.

"Yup." Peach nodded.

"The sooner we get out of here, the better." Tiki said as they went through the corridor. "I'm glad that they actually let you come back to the room."

"I actually let them win." Peach said. "After so many wins and so many losses with those bozos and so much agonizing boredom, I wanted to let them win so we could go back."

"Oh, so you lost on purpose?" Twink asked.

"Yes. Don't tell 'em I said that. They'd probably want another round where I actually slip up on accident."

"Well, it's better than staying there forever." Tiki pointed out as the two nodded and pushed the button, where they went into the next room and walked out into the main room, and when two Koopatrols backs were turned, Peach used the Sneaky Parasol on him to change into a Koopatrol, and Tiki took it and did the same to transform into a Koopatrol as well. They put the Sneaky Parasol away after that.

BGM: Warhead Storage (Metal Gear Solid)

"Sweet!" Peach whispered as they went to walk up the main stairs and got to a Koopatrol guarding it. "Hey, we need to go see Bowser."

"Oh, of course. Right this way." He said and then they walked off… but not before Peach karate chopped the back of his neck to KO him.

"Nice one!" Tiki grinned as they walked ahead and proceeded to walk further until they saw two Koopatrols blocking the way. "Hey, we nee-"

"What are you guys doing out of your posts?!" One of them asked.

"Uh… why aren't you taking a break?" Peach asked.

"Ha! We wish, but those two idiotic Clubbas are off probably snoozing! We want to go take a nap too, but nooooo… we're still stuck here."

"We can go find them for you." Peach said.

"Thank you!"

"Come on, let's go."

"…Why is a star following them?" One of the Koopatrols asked.

"I'd question them, but I've seen a Minior follow a Hammer Bro before… It's best not to question it."

"…Okay then."

As the two Koopatrol ladies walked around the castle, they came across the front door as it was locked. "Oh, it's locked." Tiki said.

Peach brought out a Golf Club. "Not for long!" She said, hitting the lock with it to destroy it and put it away.

"Sweet!" Twink cheered as they walked out as a Koopatrol noticed this.

"Koopatrols can have golf clubs now? …I must've missed the memo."

As they walked outside, they noticed two sleeping Clubbas snoozing away, as the two looked at each other and nodded as they proceeded to turn into the Clubbas as they walked away… but not before Tiki noticed something shiny.

"Is that…" Tiki whispered and took it, as it was a Dragonstone. Her Dragonstone. "It is! I was wondering where you were." She said and then put it away, as she caught up with Peach and whispered in her ear.

"Oh, sounds great." Peach whispered as they walked back to where the Koopatrols were.

"Oh thank god! Now we can leave!" The Koopatrol said as they walked off. "Have fun!"

"Oh, we will." Peach said… and once they were out of earshot, they walked into the next room and went up a flight of stairs before they were outside where a few Koopatrols were talking.

"Excuse us." Tiki said. "We need to talk with Lord Bowser and the others."

"Hey, there's no trespassing up here! …Oh, who are I kidding, you're already up here anyway." He sighed… and then the door opened to reveal Kammy.

"We still have a shot men. Mario and the others may have almost all the Star Spirits, but that doesn't matter. We will remain victorious as long as we have the Star Rod with us!" She said.

"YEAH!" The two Koopatrols and the two reluctant girls yelled as Kammy walked off… and then turned to the Clubbas.

"You two… you are doing a fine jo-… why do you two smell nice?"

"Uh… we slipped on perfume while walking into Peach's room?" Peach asked.

"…Peach is never careless with her perfume!" Kammy said, firing magic at the two Clubbas to reveal the two.

End BGM

"Crud!" Peach exclaimed.

"Take her to her room!" Kammy ordered.

"Tiki, NOW!" Peach yelled.

"Right!" Tiki nodded, activating her Dragonstone and turning into her dragon form and flew off.

BGM: Shaded Truths (Kingdom Hearts: Birth by Sleep)

"WHAT IN BLAZES?!" Kammy yelled. "WHO GAVE HER HER DRAGONSTONE?!"

"Sorry Kammy… but you lost!" Peach said.

"Grrr! SEIZE HER!"

"On it!" The Koopatrols ran to her, but she smirked and then jumped off the ledge… where Tiki caught her.

"NO!" Kammy yelled.

"Alright, let's go to the Mushroom Kingdom and warn Mario!"

"Right! Hang on!"

"Wait for me!" Twink said and got on top of Tiki's back to join Peach as they flew down.

"AFTER THEM, YOU FOOLS!" Kammy yelled, hopping on her broom and chasing after them… but Tiki anticipated this and turned around, breathing fire right at her. "EEEEK!" She screamed, as she got hit and was blasted back toward the castle. "Ow…"

"Let's go!" Peach said as they flew down… but suddenly, a force field surrounded them. "Huh?" She wondered… and then the three of them got electrocuted. "AAAAAAGH!"

"My my! You are quite the troublesome princess." A voice said.

End BGM

"That voice… no!" Peach said as they looked to see Kamek flying up.

BGM: Kamek (Paper Mario: Color Splash)

"It's a good thing I decided to come home early!"

"No!" Peach growled as he forced them back to the castle, and also forced Tiki out of her dragon form where Kamek removed the Dragonstone from her.

"I had it completely covered, Kamek! You should still be on your vacation!" Kammy said.

"Hmph. I got bored." Kamek said. "Now that I'm here… things are gonna be different. Her room is too good for these three."

"Heh… unfortunately for you… my castle doesn't have a dungeon!" Peach smirked.

"True… but Bowser does." Kamek said as their eyes widened. "Tell me, has anyone been captured?"

"Aside from lobster boy and some stuck up prince from Nohr, that's the only two we captured." Kammy said.

"Excellent. They're about to have some company." Kamek chuckled darkly as he walked away while carrying the trio to the dungeon.

End BGM

"…Kammy, what does this mean?" A Koopatrol asked.

Kammy chuckled. "This means… that Mario and pals are in for a treat." She said and then cackled evilly.

Surprise! Kamek is here!