As they made their way to the balcony and walked over to the other side where the vines on the door disappeared from them, but before they could make any movement, lightning struck the mansion repeatedly before hitting the very middle of the mansion, cutting power completely.

(Luigi's Mansion ost - Dark Hallways)

"Oh now what?!" Alisa exclaimed

"That was... rather ominous." Emma gulped and right on cue, the Game Boy Horror went off and then Luigi answered it.

"Hello?" Luigi called

"Criminy! The power went out!" E. Gadd exclaimed. "That lighting just now caused the blackout. Unfortunately, Gwyn and I can't see in the darkness. I'd be careful if I were you… because we're in the ghost's playground now." He warned before he was cut off by several ghosts that ambushed them.

"And that's our cue to skedaddle!" Manabu exclaimed as they went into the door.

"Well that's just fantastic! We work out butts off to turn on the lights and we have to start from scratch!" Michiru complained.

"Quite. It's rather unfortunate." Nagahiro nodded.

"Wait. Do you hear something?" Celine asked as they briefly heard the sound of a phone ringing coming from the other room. They cautiously walked toward the other room, the phone getting louder and louder within each step before they made it into the Telephone Room, all of them shining their lights as they looked around… and then they found the phone that was making the noise as Luigi went to answer it.

"Hello?"

"H-Hello? Who is this?"

"Luigi."

"Luigi! Thank heavens! This whole power outage scared all of us and we bailed out of there as quickly as we could. We still haven't seen our Captain yet! I hope he's okay… D you think there's a way you can turn the power back on?"

"I could... but if I know how though."

"Hmm... I do remember something a large breaker in the basement somewhere. Maybe that can help."

"Okay, I'll check that out. Later." Luigi hung up... and then another phone went off which Alisa went to answer.

"Hello?"

"Ah, hello Alisa!"

"Professor E. Gadd. Are you okay over there?"

"Oh, never better. Your Grandfather is keeping me company. I know I usually call on one of you from the Game Boy Horror, but I figured since you all are here in the room, it would easy. Anyway, as you all know, ghosts are going to be popping up more frequently. There is a way to restore the power though and that is in the Breaker Room, however, the key to said room is held hostage by a ghost by the name of Uncle Grimmly. If you can just find him, you can easily snag the key."

"So where do we find Grimmly?" Alisa asked

E. Gadd laughed. "Simple. He loves mirrors, so he could be in any room with a mirror in it. Have fun finding him!" He then hung up, and then Alisa relayed the message E. Gadd told her to the others.

"Okay, so we go find the guy with a mirror in a room. But where would be a good place to start?" Hyouta wondered.

"I remember seeing a mirror is the Wardrobe Room. Perhaps we can start there." Manabu said. "After that… well, we'll just have to keep our eyes open." He suggested.

"Sounds like a plan. Well, we should make our way there then. Before ghosts decided to ambush us." Michiru said

"Right. Let's-a go!" Luigi exclaimed… and right on cue, vines suddenly appeared on the doors. "…Or not." He said, as an Orange Ghost, a Purple Puncher and a Blue Twirler showed up, only to get sucked in by Sousaku, Hyouta and Manabu to which the vines disappeared.

"Alright, now we need to get out here." Hyouta said as they all went straight to the Wardrobe Room, which was easier said than done since ghosts everywhere tried to stop them, but luckily, they made it out of the Anteroom before some Purple Punchers had their way.

"Okay… now where are you?" Nagahiro asked as they looked around the entire room… and then Emma's Froslass spotted something.

"Fros. Frosslass!" She said as they turned to him looking at the mirror itself as Uncle Grimmly appeared before them.

"Oh look, there he is." Michiru said

"Hmph! What are you miserable people want? Can't you see I'm busy admiring myself in the mirror?" Uncle Grimmly asked

"Oh look at that. The old geezer here is a narcissistic."

"I am anything BUT narcissistic! I'll make you pay for that!"

"Oh yeah? By what?" Michiru cross his arm.

"I'll have you know that people are afraid of me!"

"Oh really? Because from the look of it. You're just a plain old ghost with no ghostly vibes at all." Celine roll her eye.

"Oh I'll show you black cat! I'll give you a scare so bad… that I'll make your pants wet THEIR pants!" Grimmly declared.

"Then by all means, enlighten us with a scare!" Manabu declared.

"Behold!" Grimmly exclaimed. "Boo!" He yelled unconvincingly… in fact, it was so unconvincing that everyone just looked bored with him.

"…That's it?" Michiru raised an eyebrow

"Ahem… BOOOOO!" Grimmly yelled, but all of them looked bored still.

"Okay, this is just sad…" Celine said in disappointment.

"Can you at least try?" Luigi asked, as he wasn't impressed either.

Grimmly smirked. "Alright, you forced my hand!" He held his hands together. "You see this thumb? Aaaand… it's off of my hand!" He said, pulling his hands away. "I pulled my thumb off! Scary, no?"

"Alright, I've seen enough." Nagahiro said as he shined his light at him and then sucked him up.

"AT LEAST HUMOR MEEEEE!" Grimmly yelled as he was sucked into the Poltergust.

"Well at least he tried." Manabu chuckled.

"I could hardly cause him a ghost. I guess he's a boring uncle." Hyouta shrug as they grabbed the key that was dropped by Grimmly, and took off for the Breaker Room, avoiding the ghosts in the process.

As they made their way into the Breaker Room, they looked around the room. They made their away around some ghost mice.

"Let's see… where is it… AHA!" Luigi yelled, flipping the switch and turning the power on, and then a Boo popped out from under a nearby table.

"I'm Boo B. Hatch, crazy Boo walkin'!" He exclaimed… who got promptly sucked in by Sousaku

"Boo B. Who?" Emma asked.

"Who knows." Celine shrugged as they saw that Grimmly's key on their Horrors would take them to the room across from them, as they went into the Cellar.

"Good grief, this place is too dusty in here…" Mayumi said, coughing a little as they shined their lights and found huge dust mounds. "Holy crap! Look at this!" She exclaimed as they went to vacuuming the dust… and as they did, a few Purple Punchers decided to show up… only to get themselves sucked into the Poltergusts and then the lights came back on.

"Goodness me, there's dust mounds everywhere!" Sharon exclaimed. "As a maid, I simply cannot allow this."

"Yeah, except you don't work at this place." Alisa sweatdrop.

"But I could hardly allow Milady to walk in a room will with dust mounds." Sharon giggled as they went to suck up the dust while a key was nearby, but as Boey was sucking up a particular mound, a Boo came out, causing him to yelp in surprise.

"It is it, fair Boorpie-" He started coughing violently. "Ack… dust in my throat…! Why did I choose this place?!" He asked… before being sucked in by Mayumi.

"Boos have throats?" Luigi asked.

"I guess even ghosts have throats if they're able to inhale this stuff." Celine shrug and once they got the place dusted, they grabbed the key, which, in their Horrors, led to the third floor and toward the Clockwork Room, and thus, they went on their way.

As they got back to the particular hallway on the third floor, they went into the Telephone Room. Meanwhile, five ghosts pokemon were just passing through the halls.

"Gengar?"

"Misdreavus."

"Mismagius."

"Chandelure?"

"Pumpkaboo!"

Then the five Pokemon enter a room that's filled with ghost Pokemon having a small party in a room filled with jars.

In the Telephone Room…

"Okay, that clear the ghost." Mayumi said as they open the chest and then begin to open it, revealing cash they can take. While Luigi check out the chest and a Boo came out.

"Boomerang, coming at you!"

"Seriously, a Boomerang?" Michiru asked as the Boo pull one. "Oh..."

"Take this!" A Boo exclaimed, throwing a white-shaped boomerang with a Boo's face on it at the gang.

They duck the boomerang as they all ganged up on him and sucked him in. He fought back with throwing another at them, knocking Michieru upside the head with it… but all it did was pissing him off.

"Okay, you ask for it punk!" Michiru yelled and sucked him in as hard as she could before it went into her Poltergust.

"Are you okay Michiru?" Mayumi asked with a hint of concern as she examined your forehead.

"Yeah, I'm fine. It doesn't hurt that much anyway."

"Well if you say so." Nagahiro said as as they walked into the Clockwork room as they saw three Toy Soldiers in the room.

"Ooh look what we got here. A toy room!" Hyouta remark.

"Well, let's see what we can find here." Emma said as they went to look at the various clocks in the room, as they curiously examined each one they found… and started playing.

"Aww, look at the adorable clocks." Mayumi giggled, unaware that the Toy Soldiers begin to reanimate.

"Alright, men! Let's get them for disturbing our beauty sleep!" The blue one ordered as they walked off of their pedestals.

"Huh?" Luigi looked at them.

"Present arms!" He ordered as the three of them aimed their toy cork guns at them.

"What the heck?!" Alisa exclaimed as they quickly avoided the corks as they kept shooting them… until Sharon and the Pokemon had enough as Sharon capture them with steel wires.

"Ah! We been caught!" The Green one exclaimed while Froslass use Shadow Ball and Clefairy use Moon Blast, and Sharon snap her finer and launch an attack, knocking them unconscious as Luigi, Alisa and Nagahiro sucked up the three into their Poltergusts, and the lights came on.

"Geez, what the hell is up with those guys?" Michiru asked

"Something about disturbing their sleep?" Celine asked.

"I guess activating the clocks must have made them mad." Emma nervous laughed Sousaku tinkered with a clock out of curiosity and then a Boo came out.

"Time for the Six o' Clock Boos! First order of business is-" Sousaku sucked him in. "-THAT I'M BEING SUCKED IIIIIN!" He yelled and disappeared into the Poltergust.

"At least he finishes his first order. Haahahaha!" Manabu laughed as they saw an elevator, as they went in it where they were brought to the roof.

"Where are we now?" Hyouta wondered as they looked around.

"If I had to guess, I'd say that we're on…" Nagahiro looked beyond the area, seeing E. Gadd's workshop from below. "On the roof."

"Well, we did made it this high." Alisa said as they saw some Shy Guys dancing around the fire, to which they responded to sucking them into the Poltergusts, along with burning alive two Flashes that arrived and sucked them in as well, then they noticed a treasure chest on one of the chimneys.

"I'll get it." Luigi said as he walked over and then walked over to get it. He open the chest and found a key. "Alright, I got it!" He said as Luigi climbed back down as they went down the elevator… but Michiru decided to check on the other chimney.

"Michiru, what are you doing?" Emma asked.

"Decide to look around." Michiru said as he got to the top. "Hmm... It's too dark. I don't think I see the bottom. I'm gonna see what's on the end." He said as he jump in.

"Ah, wait!" Emma exclaimed as she, Celine and her Froslass went after him and jumped in.

Michiru landed on his feet "All right, Where am I?" He wondered… and then Emma landed on her butt.

"Ow..." Emma got up and dust off.

"You okay?"

"Yes. I'm fine." Emma nodded as they look and see.

"Whoa... Look at all these treasure chests!" Celine exclaimed

"Well look at that. A secret room."Michiru said as they begin to proceed to open the chest and collect every money and jewel. Then Michiru found one Speedy Spirit popped out of one, only to get suck in by Michiru's Poltergust and grabbing a blue jewel that the Spirit dropped.

Emma opened up the last chest… and then some ghosts popped out of it. "BAH!"

"HEY!" Michiru yelled, as he proceeded to suck them all up and then lit the room up right after. "You okay?"

"Yes. I'm fine." Emma sigh with relief.

"Sheesh, well at least that's over." Celine sighed as Emma opened up the last chest and reveal a key.

"Oh, a Key!" Emma smiled.

"And according to the Horror, it leads to a Sitting Room which is nearby actually." Michiru said and then look at the exit... which is barcade. "Oh great. It's been sealed sight."

"I could teleport us out." Emma said.

"You can?"

"Of course, hang on." Emma said as she channel her magic and then activate the teleportation tecique and then appeared on the hallway. "There we go."

"Damn. Teleportation sure kicks ass." Michiru scratch his hair as they went into the Sitting Room and looked around, as a Fire Element and a Water Element ghost showed up in the room. "Fire and water... now what?"

"Hmm... maybe I can light up the cancel?" Emma asked as she light up the candles with her magic... and right on cue, five gold ghosts popped up and gave out a scream to startle them, then they flew over to them but got sucked in by the Michiru.

Then two Temper Terrors arrived, which Michieru such in the water element ghost and douse their flames, and then sucked up by Michiru.

"Sheesh..." Michiru sighed as his light is orange and he look around, then turn red as he check out the drawer and a Boo came out.

"Yeah, name's Boolivia… and I hate humans, especially you."

"Good, then we hate you too." Michiru shot back and sucking the Boo in. "Okay, let's move." He said as they went into the Guest Room, where they saw everything was on the ceiling, including one girl that was sleeping on the bed.

"I won't wet the bed... I promise..." The girl mumbled in her sleep.

"What the..." Michiru blicked.

"The entire room was upside down?" Celine asked.

"Froslass." Emma Froslass wondered too.

"Hmm..." Michiru rub his chin and then he proceeded to water the bed.

"Oooh… OOOOH!" The girl shot up. "Hey! What the heck?!"

"Sorry but back to the painting for you." Michiru said and then sucked her right in as the room light up and treasure chest appeared on the ceiling.

"Okay, how do we get our hands on that treasure?" Celine asked

"I... don't know... Maybe we should leave the room?" Emma shrug as they walked out of the room as they heard a rumbling

"What the?" Celine said as the four looked at each other then they went back into the room and saw it was right-side up. "Okay, HOW!?"

"Some questions better not ask." Michiru sighed as they opened up the treasure chest, and then grabbed the treasure while Froslass found another Boo underneath the bed sheets.

"I am the lovely Boonita!" The Boo exclaimed… and then got sucked in by the Michiru's Poltergust as the four then walked out of the room and into the hallway where they met up with the others.

"Oh hey, what are you guys up to?" Luigi asked.

"Got another portrait ghost and a few Boos." Michiru replied. "What's new with you?"

A while back in the Ceramics room...

"Okay, what's in..." Alisa paused as they saw Ghost Pokemon in the Ceramics room while a Gengar and a Mismagius were tossing a put holding a purple ghost with yellow eyes and a rounded mouth.

"Oi! Help me!" The ghost exclaimed as the ghost Pokemon decided to fled, dropping Jarvis as Sousaku catch him. "Phew, thank lad!" He thank him... only to get suck in later. "OI WHAT THE BLOOOOOOOODLY HELL!" He screamed before being suck in.

"Well that's another ghost we caught." Hyouta said and Luigi check the jars and a Boo came out.

"Who's shaking TamBooine?" The Boo asked... only to be suck in by everyone until he was suck in by Luigi and Sharon collecting the money and Diamonds.

And back to them...

"We got a few Boos ourselves, plus a key to the basement." Alisa said as they walked off as they soon got to the basement as Luigi was looking in his Game Boy Horror.

"It should be right around… here." Luigi said, opening it up with the key and then wandered in the Pipe Room where they were greeted by a few Grabbing Ghosts and some flying fish that appeared to which they sucked them in, and then the lights came back on.

"Hold on, my Boo radar is indicating that… it's right here!" Michiru said, kicking the box and out came a Boo.

"OW! What was that for, you ass?!"

"Obviously getting you out of there." Michiru roll his eyes and then sucked the Boo right in before he could do anything. "Well, will you look at that. Two more Boos left." He said as Luigi hopped over the small river of water and looked at the water falling from the pipe.

"Of course, I left my wrench at home." Luigi muttered, then noticed a wheel on another pipe as he turned it a few times, as the water slowly came to a stop, revealing a treasure chest that, when opened, would lead to the Cold Storage.

"Brrr! It's a little cold in here…" Mayumi said and then sneezed. "REALLY cold!"

"Froslass, Froslass." Emma's Froslass giggled.

"Well, you are an ice and a ghost pokemon!" Celine pouted

"W-w-w-wait, y-y-y-you can understand her?" Hyouta asked as he shivered

"Yep. I guess because I'm a familiar."

"Hang on." Emma said as she cast a spell on everyone and they don't feel cold anymore.

"Whoa, I don't feel cold anymore!" Hyouta exclaimed.

"Was that an Anti-cold spell Emma?" Alisa asked

"Of course. Levi taught it to me just in case." Emma smiled.

"Hey look!" Luigi pointed at a ghost who is frozen.

"Well, time to thaw him out." Manabu said as some firewood on the ground and proceeded to light them on fire… but that didn't make a certain ghost very happy.

"HOT! HOOOOOOT!"

"Eh?" Hyouta title his head.

"You're making it really hot! I'm gonna cook in this heat… I'm gonna melt! What were you think-"

"Oh, shut up! You need to get out of that ice cube!" Michiru said, as Alisa cast a powerful fireball that cracked the ice and then Nagahiro sucked him up, as he tried to fly away from him, but it did him no good because the rest of his team also helped him.

"No! NO! I LOVE THE COOOOOLD!" Sir Weston yelled before going into Sharon's Poltergust.

"Hey, is it me or are some of these ghosts are not so scary?" Mayumi asked

"Now that you mention it, I think some of them are more... alive than ghosts." Emma rub her chin while her Froslass freely fly over and take the key.

"Thank goodness for Ghost Pokemon…" Luigi said.

"Okay, let's carefully be careful not to sl-IIIIIIIP!" Mayumi yelled as she slip and hit a barrel and a Boo came out.

"Catch me? B-B-B-Boolder… ACHOO! Hey, hit me up with one of those spells!" He said… while Emma did as he request and use the Anti-cold spell on him. "Phew, tha-AAAAAANKS!" and got sucked in by Alisa as they eventually got out of the Cold Storage, where they went to the final room on the third floor. The Artist's Studio.

(BGM ended)

(Luigi's Mansion ost - Talking with Ghosts)

"Whoa... are we in an Artist's studio?" Alisa asked.

"Eet eez you, no?"

They turned to see a ghost who was working on a painting.

"And now we're dealing with an artist. It's such an honor to meet such an artist of beauty!" Manabu cheered

"Ah, what's this? A fan?" Van Gore approached him.

"Why in a sense! I am Manabu the Aesthete and with me are the Pretty Boy Detective Club!" Manabu introduce as Sousaku appoached. "And this is Sousaku the Artist."

"You an Artist as well, hmm?" Van Gore asked as Sousaku nodded. "You look nothing more of an amateur! Oh Honh honh!"

"I wouldn't underestimate Sousaku if I were you. In fact, I say he can create a painting that can blow you away!"

"Oh really? Then prove it!" Van Gore declared as Sousaku nodded and approached blank painting sheet, horror some paints, paintbrush and then begin to paint something. It took a few minutes and then he reveal a painting of Van Gore.

"AAAAAAAH!" Van Gore approached and look at it at every detail. "Tis appearance! My beautiful appearance! The lighting, zee shadow! Mou mustache! It is as if I'm staring at another me! I MUST BRING IT TO LIFE!" He yelled... only for Sousaku begin to suck him into his Poultergust.. "AIYEEEE! NOOOO! NOT YEEEEEET!" He yelled and then fully sucked in.

(BGM ended)

"And it's done." Sousaku said as the treasure chest that Van Gore created spat out one last key as he took it… and then they spotted one last Boo trying to sneak out.

"And where do you think you're going?" Alisa asked.

"Ack! N-nowhere!"

"Exactly." Alisa smirked and then sucked him in, and out came a golden diamond. "Whoooa!" She smiled. "This is incredible! It must have cost a fortune!"

"Now that we did everything, let's go to King Boo." Manabu said.

"AAAH!" Mayumi yelped. "I just remembered something!" She exclaimed as she took off with everyone looking at her weird as they went after her, and then found her in the Boneyard, watering the plant before her… as it grew giant and then it spat out a gold diamond. "There you go!" She giggled.

"Okay, how the heck did a flower spit out a gold Diamond?!" Celine exclaimed.

"Plants truly are mysterious..." Emma nervous laughed as Mayumi pick it up.

"…Okay, let's just get to King Boo now." Alisa said as they all nodded, as they ran down to the Basement as they went through a windy hallway… before the vines started to disappear from them as they all looked at each other with a nod and then kicked open the door.

(Luigi's Manion ost - King Boo's theme)

"King Boo!" Luigi yelled as he and everyone readied themselves. "Your time has come!"

"Ahahaha... Oh, you think that do you?" King Boo turned toward them. "I have to say… you've got quite the party with you."

"This ends here, King Boo." Luigi said. "Once we're done with you, we'll take Mario, and… and…" His eyes widened in horror, seeing three statues that he didn't see before. "You… you petrified Toad and Toadette?!"

"That is correct! These two dimwits thought they could get away from me… Hehehehe!"

"Y-You monster!" Alisa exclaimed

"You are one piece of shit." Michiru crack his knuckles. "You're gonna pay for what you did."

Oh, will I? Oh, you know how to make me laugh! They're nothing more than mere pests. Just like the rest of you! I never felt so outraged when I lost to you back when Bowser invaded Peach's castle a year ago. I plan to get my revenge on all of you for this humiliation! And I got just the thing to do. I will place all of you in a painting just like Mario. And then I'll turn your loved ones into stones as I suck their souls out, and destroy their remains right in front of you! Once I kill off the people you hope and love, I will dispose of you all myself. I will turn this world into darkness and none of you can stop me. Once you idiots are dealt with, I will rule this world… and no mere fools will stop me! This whole world will fall!"

"You really are a monster!" Mayumi exclaimed.

"Like we'll let that happened!" Hyouta added.

"King Boo, you may be an ally of Bowser, but there's no way we're gonna let you go after all that." Alisa clench her fist.

"Oh please, who said I was truly that idiot ally to begin with? He's nothing more than some idiot who can't do anything right. While I on the other hand can!" King Boo scoffed. "I have plans to get rid of him and every one of this world! No force can stop me! It's only a matter of time before I build an army that can drown this world in true darkness! But in order to do that. Deposing you all will be my top priority. I made this mansion to get rid of the Mario Bros! Class VII was just an added bonus. Now that you and your miserable friends are here, I will put an end to you."

"We'll see about that!" Emma glared.

"This will be your downfall you ugly freak. You should feel lucky that one of Emma's classmates isn't here. Otherwise, he will destroy you once and for all for that!"

"AHAHAHAHA! You think your friend is capable of killing a ghost? Oh now that IS funny!" He laughed.

"I'm not sure who is their friend is, but aren't Boos afraid of the Poltergust? Because if so, then taking you down will be easy." Manabu said.

"I do fear the Poltergust, but I will fight you like a true Boo! If you have the courage to come and fight me… I will not hold back!" He declared as his crown begin to glow created a portal behind him. "Now come at me fools!" He yelled and charge into the portal.

"After him!" Alisa yelled and charge into the portal.

King Boo is so evil! I guess he's one of those who can't be saved. Oh, if only Levi were there to join in.