At the sound of Nastasia's voice, Mimi ran out of her room and down the stairs. Though she was completely exhausted, she used all of her strength move at a quick pace.

This is it. Mario is finally here and with all of the Pure Hearts. If I don't stop him now, then all is lost.

She clutched her fists tightly, visions of her last encounter with Mario flashing through her mind.

And I won't fail this time!

Once she got to the staircase, Mimi quietly, while still keeping her speed, went down the stairs. She was on high alert, even to the smallest of sounds. When she reached the second floor, Mimi heard O'Chunks's voice.

"I never thought you would make it this far. Then again, I never thought it would be so hard to beat a chubby plumber and his friends. But, it would seem I have to fight you one more time. But this time, I will defeat you!"

There was a loud laugh.

"That's a big talk from the chump who gets stomped on again and again!" Bowser exclaimed.

There was a loud gasp and Mimi could picture perfectly O'Chunks horrified look.

"How dare you!"

"Oh yeah, you heard me," Bowser taunted. "You couldn't fight your way through a paper bag! And you call yourself a fighter? I've seen children more intimidating then you! Like that freaky Mimi kid, or that gay clown, Dimen...however you say his name! Then there was that other guy..."

"Enough!" O'Chunks cried furiously. "If it's a challenging fight you want, it is a fight you'll get!"

There was a loud punch and Mimi could hear Bowser hit the wall. The Koopa King let out a furious cry and she heard him tackle O'Chunks. Mimi could hear Peach, Tippi, and another voice trying to stop the fighting but their voices were soon drained away from Bowser and O'Chunks's battle cries.

While they were distracted by O'Chunks, Mimi decided it would be okay to lay a few traps for them.

Hopefully O'Chunks can stall them until then.

Mimi then heard a cry of pain from O'Chunks, the smell of smoke coming towards her. Mimi gave one last glance down the remaining stairs, and then ran towards the perfect room to set her trap.

The secret entryway to the dungeon.

When she finally got to the room, Mimi was relieved to see that the protected spell on the door was gone. She entered the room, studying it as she remembered how Dimentio used it before. Yes, this should work a perfect trap for Mario to fall for.

Now all I have to do is figure out how to make Mario fall for it.

"Arghaaa!"

The horrid scream of agony from O'Chunks pierced Mimi's ears. Mimi gasped and ran out of the room towards the staircase. She went down far enough for her to see what was going on, but still keep herself hidden. In the entrance hall, Bowser was standing over a fallen O'Chunks, who was panting heavily. Mario, Peach, Tippi, and another man who Mimi couldn't see his face, stood in the back. They didn't move or say anything, but there was a sympathetic look in their eyes. Mimi kept her eyes on O'Chunks, her heart pounding in her chest. O'Chunks stared at the ground.

"God damn you! How could you be stronger and a better warrior than I? How can I...go on living with all of this shame? Losing to you four over and over and over..."

A tear ran down his cheek.

"Bowser, let me keep the little dignity I have left and end my game. Finish me quick!"

O'Chunks panted heavily, his eyes shut tight as he waited for Bowser to make the final move. Everyone was quiet and tensed. Bowser stared at O'Chunks.

There was a long silence until he said, "Look, just because you've been beaten a couple of times doesn't mean you have to go suicidal. Mario has defeated me so many times that I've lost count, and yet I'm still here."

Bowser helped, or more like forced, O'Chunks stand up, who put up little effort or resistance.

"I don't know what your problem is, but you really need to pull yourself together. If you really are a warrior, then you need to stay strong and stay in the fight. And I don't mean continue this crazy plan of destroying the universe, for that is the coward's way out. So, O'Chunks, get out of this stupid castle and start a new life. Before I change my mind of being so nice."

O'Chunks stared at Bowser, completely shocked what he just said. As were the others, including Mimi.

O'Chunks gave a small smile.

"...Perhaps you are right, Bowser. Maybe I do need to stand up for myself and continue to fight in the everyday battles in life. I've been so broken since the last war I lost in that I've never fully recovered my sense of pride. But now..."

His voice cracked as he spoke.

Mimi's eyes widened. She couldn't believe what she was hearing.

O'Chunks was giving in to Mario!

But before Mimi could do anything, there was a loud cracking sound. Mimi looked up to see that one of the black wooden beams on the ceiling had a large crack in it. It was right above O'Chunks and Bowser, ready to fall on top of their heads.

And neither of them noticed it.

Mimi gasped. Suddenly, there was another loud crack and the beam came falling straight down. O'Chunks noticed it at the last second and pushed Bowser out of the way. It then landed right on top of him, hitting him head first.

"O'Chunks!"

The heroes all rushed towards the fallen warrior. They pushed the heavy beam off of him, but O'Chunks's body was very still. Blood was oozing out of his head and it didn't look like he was breathing. Mimi stared at the scene, completely shocked.

O'Chunks...

Tears were forming in Mimi's eyes.

O'Chunks, you big doofus! Why did you bother to save Bowser, Mario's ally, instead of yourself? Why sacrifice your life to save that evil dragon? Why, why, why...?

First Mr. L and then O'Chunks... Who was next?

Turning her gaze to where O'Chunks pushed had pushed him; Bowser had flown across the room and hit his head on the wall, hard. Tiny drops of red liquid came down the back of his head, though it was hard to tell if he was knocked out or dead.

Not wanting to see this scene any longer, Mimi ran up stairs. Hiding in the secret room, she waited patiently for Mario to come. After what seemed like forever of waiting, fighting back the tears of grief, she finally heard footsteps coming from the stairs. Mimi glanced outside. Mario was in the lead with Peach close to him. Tippi flew next to them, seeming a bit distant. Behind them, was a tall man wearing a green hat and had a great big mustache, just like Mario. His blue eyes were full of fear and sadness, tiny sparks of uneasiness coming out. Mimi's eyes widened.

That man...he looked just like someone she knew. Peach glanced over at him.

"Luigi, are you alright?" she asked concerned.

Luigi let out a heavy sigh as he looked around the halls.

"I...don't know, princess," he replied in a voice that sounded familiar. "I just feel...like I've been here before. Everything here..."

Luigi stopped in mid sentence, his eyes becoming distant. Mimi stared at him, for she fully recognized him as Mr. L.

No!

In full rage, Mimi made a rubee appear and threw it at the heroes. They saw it and Mario picked it up.

"Mimi!" Tippi exclaimed. "She must be close by."

Luigi stared at the rubee but said nothing.

"Should we try to find her or just go straight after Count Bleck?" Peach asked.

"Merlon didn't say anything about the minions," Tippi replied. "We've just have to get to Count Bleck. And...I don't want to fight anymore than we have to. We've already lost Bowser and O'Chunks..."

At the mention of O'Chunks's name, Mimi threw two more rubees. Mario picked them up too, staring at them solemnly. He then took a step forward to Mimi's direction. Though he couldn't see her, Mario was looking straight at the door Mimi was hiding behind. She felt his gaze go right through the door, right through her. It fueled her anger.

She heard Mario take a step closer, the others following him. They knew where she was. Opening the door, Mimi took a step back and waited for them to enter. Slowly, Mario, Peach, Luigi, and Tippi entered the room. Luigi's eyes widened at the sight of her. Mimi clutched her fists and shook with rage.

"Mario, you have gone too far!" she said her voice cracking with grief and rage. "This is the last straw! You evil, bad, disgusting people! It was bad enough fighting you. But now, you have killed O'Chunks, invaded the home of my count so that you may murder him and stop his plans!"

Her eyes dug right into Luigi's.

"...And you've also gotten Mr. L to betray us. I can never forgive you for this!"

Luigi blinked.

"What do you mean..."

"And now you pretend you never knew me?" Mimi interrupted. "What evil mind tricks have you done to him, Mario? What else do plan to do to us? Do you plan on killing me, Dimentio, and Nastasia like you did O'Chunks or do you plan on making us your slaves like Mr. L?"

Mario gave a sad look.

"Well, answer me!" Mimi screamed. "Don't just give me the silent treatment, you non feeling, cold hearted, selfish, evil... "

Mimi lost herself in her words. For there was no insult that could express what she felt about Mario right now. What she felt at the world who murdered and taken away her friends.

When she became quiet, Peach took a step towards her.

"Mimi, you need to calm down," she said softly. "You don't understand what's truly going on."

"I don't know what's going on? Since when did you have the right to say anything?" Mimi demanded. "You, the little princess who does nothing while Mario and the others work! At least I try to get what I want, at least I have ambition! What have you accomplished? Only letting yourself get captured and be the damsel in distress. You disgust me!"

Peach gasped. Her normal gentle blue eyes turned icy cold as she clutched her fists.

"Why you little brat...I'm trying to reason with you!"

"What is there to reason? There isn't any reason to talk! Unless you want your boyfriends to do the fighting for you!"

Peach growled and took out her umbrella.

"Perhaps you need to be taught a lesson about manners."

"Uh...Princess Peach..."

"Stay out of this, Luigi!" Peach snapped. "You too, Mario. This one is mine."

Both Luigi and Mario gave a shocked look at Peach's threatening tone of voice. Tippi flew next to them and told them to step back.

"There isn't anything we can do. Mimi's beyond reason and Peach is too furious. It is best if we stay back."

Luigi still looked reluctant, but Mario made him step out of the room.

Now alone, Mimi gave a twisted smile.

"Say goodbye, Princess Peach!"

Her neck letting out a loud snap, Mimi transformed into her spider form. Though this time, she had more control of the savage creature, and was more deadly than ever before.

But Peach didn't flinch. Her face became firm as she charged at Mimi. Mimi growled and climbed on top of the walls and ceiling, Peach watching her carefully. Aiming herself right above Peach, Mimi fired a storm of rubees. Peach shielded them with her umbrella and jumped up at Mimi. She hit her leg, making Mimi lose her balance and fall. At this weakened state, Peach got on top of Mimi and stabbed her in the eye. Mimi let out an animal like cry and shook Peach off of her. She fell to the ground hard, letting out a small screech of pain. Mimi quickly got up and approached the fallen princess.

But before Mimi could do a thing, Peach tripped her with her umbrella. Mimi growled and made a rubee hit her right in the stomach. Peach winced at the pain but continued to hit Mimi violently with the umbrella and kick her. Mimi, using all of her strength, stood right back up. She created a dagger like rubee and used it to cut Peach's face. Screaming in pain, Peach swordfight with the mentally controlled rubee.

Left, right, left.

Up, down, up.

Peach would swing her umbrella to block Mimi's attack. But Mimi was cornering her, her speed being much swifter then Peach's. Eventually, Peach was trapped and Mimi approached her softly. Mimi panted heavily as she came closer, her spider legs shaking. Her weariness was catching up to her, making her eye lids grow heavy. Mimi groaned.

No, I can't tire out now! I almost have Peach! I almost have Mario gone!

Mimi made another step towards Peach, but she collapsed under her own weight. She cried out as she fell to the ground, transforming back into her regular self. Mimi panted heavily, Peach coming towards her. Mimi breathed heavily, her vision becoming blurry as she looked up at Peach. Weakly, she lifted up her hand and tried to hit her, but it was useless. She had no strength left. Peach smirked.

"Looks like you wore yourself out, little girl. Maybe next time you'll think twice before acting tough."

Mimi growled.

"S-shut up! I won't let you beat me!"

She tried to hit her again, but it only made Peach's grin grow. She then turned to the others.

"We need to get Mimi out of here. It's too dangerous to have her stay here."

"I agree," Tippi commented as she and the others approached.

Suddenly, the earth gave a violent shook. It was just like the earthquake from Sammer's Kingdom, but it was much worse. Mario, Luigi, Peach and Tippi fled to the door to safety.

But Mimi stayed where she was, too tired to move. She closed her eyes, knowing it was pointless to escape. She no longer the will to go on; she could barely stand on her own two feet.

I don't want to fight anymore!

"Mimi, get up!" Peach cried, now realizing Mimi wasn't moving. "You need to get out of here and find someplace safe!"

"Go away!" Mimi snapped. "I want to be alone!"

"But you'll die!"

"Like you care!"

The ground gave another violent shake and the ground under Mimi began to crumble. The trapdoor that led to the dungeon had fallen apart and Mimi was about to fall to her death. But at the last minute, someone grabbed her leg and was holding her up. Mimi glanced up, and to her amazement, Peach was holding on the edge of the floor, holding her up too.

"You idiotic princess, what are you doing?" Mimi exclaimed.

Peach grunted.

"I'm saving your life!"

"But I said I didn't want it!"

Peach's fingers began to slip.

"I can't leave you behind, Mimi," she said. "You have been a brat, but I was always taught to help people in need. No matter what they have done."

Mimi's eyes widened.

"Peach..."

"...Just hold on!"

Finally, Peach could no longer hold on and she and Mimi began to fall. They both screamed, knowing their deaths awaited them.

But suddenly, Mimi felt someone catch her fall. She opened her eyes to see Dimentio. Before she had time to react, Dimentio teleported them out of Castle Bleck and into Dimension D. He then sat her down on the ground and asked, "Are you alright, my dear?"

"I'm anything but alright!" Mimi cried. "We need to go back! We have to save Peach!"

Mimi tried to stand up, but Dimentio made her sit down.

"Mimi, you are too weak to go back to that evil place," Dimentio said. "It is too late to save Peach, she is already dead."

"What! But she tried to save me! And she died because of..."

Mimi started to sob. Dimentio wiped the tears from her eyes.

"Mimi, it's okay. I know it is hard to accept, but it will be alright in the end. Their deaths will not be in vain. They will rest in peace once Count Bleck lies dead."

"'Count Bleck lies dead?' What are you talking about, Dimentio?"

Dimentio stepped away from Mimi, a bloodthirsty, power hungry, maddening look in his eyes.

"Once Blumiere dies, I'll take control of the Chaos Heart. I will destroy all these pathetic worlds and create our perfect universe. Mimi, once this is over; we will be free from the darkness of life and can live together in peace."

Mimi blinked, staring at Dimentio.

"But that means everyone else will die..."

"It is a small price for our future," Dimentio replied. "I know it is hard to understand, my bellezza, but you will in time."

"...No! I don't want anyone else to die! I won't allow you to kill Count Bleck and Nastasia!"

"Mimi, listen to me. If we are to get what we want, we must make sacrifices. Count Bleck, Nastasia, O'Chunks, Mr. L, Peach, Bowser, Mario, Tippi. They are all part of those sacrifices. And there will be many more, bellezza."

"But that's crazy talk! Dimentio, we have to stop this!"

"I'm afraid we can't, Mimi. This is the only way for us to survive."

"No it isn't! There must be another way!"

"There isn't and you have to accept it. Now, rest here in Dimension D while I make my final act."

Dimentio began to fade away.

"No Dimentio!"

Mimi stood up and leaped at him. They both fell to the ground, Mimi holding Dimentio down.

"I won't let you go," Mimi cried with a sob. "I won't let you kill Count Bleck, Dimentio!"

Anger flared in Dimentio's eyes.

"Why do you care about that damn count?"

He then pushed Mimi off of him and held her by the neck tightly. Mimi gasped as she struggled. She looked into his eyes.

"Why do you care about Blumiere?" Dimentio exclaimed angrily. "All he has done to you is lie! As long as that son of a bitch lives, we are all going to die and everything will be destroyed! Did you really think you were going to get your perfect world by serving him? You didn't even know half of what he was doing! But I did! I investigated and started to control Blumiere's insane plan myself! I was going create my perfect world, to finally free myself. And then you, my dear, came along and ruined it! You distracted me from goal; you made me go mad by making me fall for you! So mad that I killed Mr. L in the world of nothing because of jealously!"

Mimi gasped.

"You killed Mr. L?"

"I did. And let me tell you, my dear," Dimentio said coldly, "that I will gladly do it again if he gets between you and me. Same with Blumiere, for he already stole my lady from me. I won't lose you like I did Timpani."

Dimentio violently shoved Mimi away, making her fall to the ground. He made a glass prison around her. Dimentio gave her a sad look.

"I don't want to upset or harm you as much as I have to, Mimi. I know you will hate me now, but you will get over it. You will learn to love me again."

He snapped his fingers.

"Ciao, bellezza."

He then teleported away. Mimi sat on the ground, crying uncontrollably.

"Dimentio!"