-Chapter 31-

Fear Itself

Nimbus Land

The giant bird flew away with Mario and Luigi, letting out a screech.

"This is bad!" Luigi cried. "Lunch for a giant bird! I never thought it'd end this way!"

"Luigi, settle down!" Mario snapped.

"Please, don't eat us Mr. Bird! We're not very nutritious! We're high in fat and very high in cholesterol! We'll give you a heart attack, especially Mario!"

"Hey!"

"I'm too young to be a pellet!"

"Luigi, you can stop panicking anytime now."

"Please! There's so much I have to live for!"

" LUIGI! "

" WHAT?! "

Mario grabbed Luigi's head, forcing him to look and see they were heading for a castle in the center of a village in the clouds. Luigi blinked.

"Oh... he's the king, isn't he?"

"Yeah," Mario replied flatly.

"I just humiliated myself, didn't I?"

Mario nodded. "Yup."

The bird - now identified as the king - flapped his wings as he slowly descended. Once he was close enough to the ground, he released the Bros from his talons, allowing them to hop off.

"Land!"

Upon which, Luigi fell over and proceeded to hug and kiss the ground.

"Oi!" Mario shouted as he pulled him up by the overall strap. "Show a little dignity, will ya?

Luigi smiles guiltily. "Sorry."

"Oh my goodness!"

The Bros turned to see a cloud woman with pink hair and regal, green robes hurry over, two guards at her side.

"The Queen, I assume?" Mario bowed, elbowing Luigi to do the same.

"Ah! Hello and good tidings, Your Majesty!" Luigi greeted hastily. "We are-"

"The Super Mario Brothers!" the queen exclaimed in delight. "Yes, we know all about you two, even up here in the clouds."

Mario and Luigi blinked for a moment, surprised their reputations had reached this far.

"Ah," Mario replied. "Well, alright, that saves us some time then."

"I am Cumula, Queen of Nimbus Land." She gave a polite curtsy before turning to the bird. "And this is my husband, King Stratos."

King Stratos bowed and flourished with his wing.

"Please, come in. I'm sure you have many questions," Cumula beckoned.

"That's very kind of you, Your Majesty," Mario replied. "But, we really need to find our friends. Toad and Yoshi. They took us being snagged the wrong way and, uh... made the king drop them."

"Oh my!" the queen exclaimed, then gave her husband a cross look. "Dear, did you just fly off and snatch them!?"

Stratos flinched and warbled guiltily, twiddling his wings.

Cumula sighed. "Dear, I know you're desperate, but that kind of rash behavior is what got us in this mess in the first place."

Stratos nodded, eliciting a sigh from his wife.

"I apologize for my husband's actions. This curse has been quite an ordeal. So, when our scouts reported seeing you fighting the Koopas on the beanstalk in Giant Country..."

"What exactly happened here?" Luigi asked.

"Come." The queen motioned for them to follow. "We can discuss this in more detail indoors."

The Bros followed the queen inside the castle, leaving Stratos outside due to his size.

As they entered the throne room, they saw an odd sight: a pink-skinned humanoid woman in an iridescent, cream-colored dress, red stilettos, teal eyeshadow, thick mascara, and bright red lipstick. She had a somewhat amphibian-like face, a margarita in her hand, and oddly enough, a green-feathered parrot on her head in place of hair.

"Ahh, Your Majesty," the women greeted with a respectful bow. "I see you found the Mario Brothers."

"Indeed, and like they helped Prince Hugo, hopefully they can help my husband."

"I should hope so," the woman replied dismissively.

"Uhhh…nice to meet you," Mario greeted.

"Apologies, Sir Mario, Sir Luigi, this is our Royal Chancellor…"

At that, the woman stepped forward, her gait and expression exuding haughtiness and power.

"Valentina," she replied. " Enchanté . Welcome to Nimbus Land, noble heroes."

"Errr...yeah...enchanty..." Mario replied.

"I do hope you live up to your reputation and put that delinquent Roy Koopa in his place," Valentina said, swiveling the glass in her hand before taking a sip. "Because, with all due respect, you don't seem like much to me."

Mario narrowed his eyes a little as Luigi winced.

"Valentina!" Cumula snapped, causing the woman to flinch.

Valentina cleared her throat as she regained her bearings.

"My apologies, that was uncalled for."

"I apologize for Valentina," Queen Cumula said. "She has very high standards and has little patience for those who fail to meet them."

"I accept and expect nothing less than the best," the chancellor proclaimed haughtily. "Failure to be anything less leads to failure in the future, especially when there are lives at stake."

"…Fair enough," Mario reluctantly concurred.

"E-Excuse me," Luigi began. "Madame Chancellor, if you don't mind me asking…why is there a parrot on your head?"

Valentina merely raised an eyebrow. "What parrot?"

Mario and Luigi looked at each other awkwardly before shrugging.

"Errr...nevermind," Luigi decided.

Mario cleared his throat. "So, Roy's the Koopaling in charge here? What's he doing?"

"A protection racket," Valentina explained. "He invades businesses and breaks everything inside until they pay him to stop. I believe him and cronies call it 'Oops Insurance'."

"So he's just a bully." Mario scoffed. "I don't like bullies."

"Queen Cumula! Chancellor Valentina!"

Everyone turned to see a group of panicked guards burst into the room.

"The Koopas!" one of the guards exclaimed. "They're heading for the castle!"

Cumula gasped. "Oh my!"

"How many of them are there?" Valentina demanded.

"Two."

"Two what!? Dozen? Hundred? Thousand?! Speak up, man!"

"J-Just two! Two soldiers!"

Valentina paused. "Two soldiers!? That's it!? You got us all worked up for that!?"

"W-We're sorry, ma'am!" the guards squealed.

"Spare me your pathetic groveling!" Valentina ordered. "If they only sent two soldiers, why haven't you dealt with them yet!?"

"Because they're both really strong!" one of the guards pleaded. "It's the Hammer Bro Roy had with him and... the freak in the red-and-white mask!"

Mario's eyes widened. "Mask?"

"Red and white?" Luigi asked.

The guard nodded frantically. "He's been carving up the men left and right! Every time somebody gets close to him, they just freeze in place and he cuts them down!"

The Bros. stiffened in fear.

"Mario…" Luigi began, slowly turning toward his brother. "You don't think…"

"No... it can't be…"

"Do you know this assailant, Sir Mario?" Cumula asked.

Just then, an eerie whistle echoed through the castle. Everyone else looked around in anxious confusion as they wondered what it was and where it was coming from. Mario and Luigi, on the other hand, knew what it was and where it was coming from; and it had them utterly petrified.

"Oh boy do I..." Mario whispered.

"Mio dio (1)..." Luigi gasped. "It's him!"

The door suddenly opened, an eerie, green mist billowing out. A pair of figures slowly exited the cloud. Sledge and, in front of him, a figure Mario had hoped he wouldn't see again.

"Phanto..."

"Mario and Luigi Mario." Phanto looked up at them, his left eye glowing. "We meet again." He clenched a fist, grinning evilly. "Ever since you escaped me in Subcon, I dreamt of you... I craved you… I've missed you!"

"H-h-how did you even get into the real world?!" Luigi stammered.

Phanto chuckled darkly. "Get in? Why, I've always existed here. A group of fool scholars found where my mask had been hidden away and inadvertently set me free. After that, I managed to…procure a means of getting around the Waking World, eventually finding my way to Bowser's army."

He loudly cleared his throat.

"Or rather...what was formerly Bowser's army, seeing as you ended his game."

"So the Koopalings let you join to help avenge Daddy Dearest?" Mario assumed.

Phanto shrugged. "What can I say? We both share a common enemy: you two."

Mario steeled himself.

"We beat you in Subcon. We can take you here." His fists clenched. "I'm not afraid of you."

"Don't worry..." Phanto's eyes glowed menacingly. "You will be..."

Everyone tensed as Phanto reached into his cloak, expecting him to pull out a weapon. Only for him to pull out Roy's wand.

"Catch."

Phanto threw the wand toward them without a care in the world, Mario catching it instinctively.

"What the…?" the red plumber asked.

"Roy's magic wand," Phanto explained. "You need that to change the king back to normal, correct?"

"And…you're just giving it to us?" Luigi asked worriedly.

Phanto shrugged. "I have no interest in this little show of The Princess and the Frog . I'm simply here to enjoy all the delicious fear I can. Besides, Roy failed at wrangling your little friends. In which case, he has to give it up, right?"

Mario and Luigi froze.

"Little…friends?" the latter asked absently.

"The mushroom man and the green donkey," Phanto explained. "They beat his gaudy, purple butt black and blue. Sadly, their victory was short-lived."

Mario narrowed his eyes. "What did you do with them!?"

"You're intelligent men." Phanto looked right at them. "What do you think I did?"

Mario narrowed his eyes at the masked madman, his grip on the wand tightening.

"For now, you should worry about yourselves," Phanto continued. "I think the odds are fair. Two on two."

He turned to his shelled companion.

"Sledge, you take the green one. Last time I faced him, he passed out the moment he saw me, and I'd rather spare myself further embarrassment."

Sledge merely nodded and grunted in affirmation before stepping forward.

"Which leaves you and I, Mario Mario."

Phanto turned to Mario, giving a too-wide grin as the red plumber refused to show any fear. He raised a finger to the lips of his mask, shushing him.

"It's okay to be afraid. Fear is the appropriate response when faced with pure evil ."

Mario grimaced.

"Chancellor," he said, handing the wand to Valentina. "Get the queen and everyone else out of here. Leave these bozos to us."

Valentina just nodded before hurrying off with the queen in tow.

"Oh?" Phanto tilted his head. "So you think you can beat me? I recall that didn't go well the last time."

"Last time, we were in the dream world, Mr. Nightmare God." Mario pointed at said Nightmare God. "You had home-field advantage. You're on our turf now."

"Oh really?" Phanto let out a soft, menacing chuckle. "We'll see about that."

Phanto drew his sickles, spinning them around as he approached Mario. The dream being's steps were slow and even, as if he was on a pleasant afternoon stroll rather than marching into battle. Then, on his tenth step, he vanished and reappeared right in front of Mario.

"What the!?"

Phanto swung his sickles at Mario, who barely managed to duck to avoid being sliced.

"H-How did he…?" Was all Mario was able to get out before Phanto suddenly looked down at him, his eye briefly flashing as he swung his sickles down to divorce the plumber's head from his neck.

Fortunately, Mario managed to roll out of the way in time.

"Mama…how the heck did he do that!?" He took a moment to catch his breath, his eyes remaining on the cloaked assailant who nearly decapitated him.

"Oh, did I forget to mention that fear effects aren't all I can do? Silly me. Here...let me give you a demonstration!"

Phanto rushed at Mario again, swinging his sickles at him. All Mario could do was dodge.

"C'mon, fight back! At least try to hit me! It's no fun if you don't put up some kind of resistance!"

Phanto pulled back his sickles, preparing to unleash a much stronger attack.

"Ah!"

Mario jumped in the air, barely managing to avoid being quartered by a devastating X-slash. Luckily for him, Phanto had left himself wide open to a counterattack, an opportunity Mario wasted no time seizing. He pulled his legs inward, then unleashed a powerful double downward kick right into Phanto's head. But, when his feet connected, instead of the satisfying thump of shoe leather striking flesh and a wince of pain, they simply phased through him.

"Eh!?"

Mario watched as Phanto's body turned into mist, dissipating and scattering about.

"What the…?" Mario called out, once he had landed. "Where did he…How did he…?"

"Boo."

Mario let out a yelp as he looked behind him and found himself staring face-to-face with Phanto, sickles drawn and ready to cut him to ribbons.

-X-

Luigi was running around as Sledge threw seemingly infinite hammers at him.

"Where do you keep all those?!"

Sledge simply reached behind himself, pulling out another hammer and throwing it, only to miss.

"Ha! Missed!"

The hammer bounced around a bit before rounding back to Luigi and bopping him on the head. Sledge grinned, pulling out a larger hammer as Luigi stumbled about, discombobulated. He shook it off in time to see Sledge running at him, raising his hammer above his head with a loud roar. He yelped, barely dodging as Sledge slammed his hammer into the ground, cracking the floor and leaving a small crater where the hammer head made impact.

"Meep…" Luigi squeaked.

Sledge scowled, lifting his hammer up before pulling back like he was swinging a baseball bat. As Luigi scrambled to escape, Sledge swung his hammer, going into a spin attack and coming after Luigi like a ballistic top.

"Mama-MIAAAA!"

Sledge went after Luigi, striking everything in his path. Luigi did his best to stay ahead, running with all his might. Unfortunately, Sledge kept getting closer and closer until out of the blue, Luigi saw a hammerhead heading right for his face.

"Oh, noooo…"

-X-

Phanto had managed to slash Mario across his chest, knocking him to the ground.

"Ow…" he let out.

"So…" Phanto spun his sickles. "Any last words?"

"Why?" Mario let out.

"Hmm? Why what?"

"Back in Subcon… you almost beat me. You summoned my greatest fears. Left me shaking in my shoes. If Imajin hadn't shown up when he did, you'd have ended my game for sure. Now, you're just hacking and slashing at me with a pair of fancy garden hedges. What's the purpose?"

"Purpose? Hmmmmm… Good question." Phanto leered at Mario. "I guess it's to improve the flavor of your fear. After all… Fresh meat tastes much better when it's properly tenderized." He sniffed the air. "And I smell some marvelous flavors marinating in the back of your mind." He slowly approached. "The terror wells up more and more the closer you get to death. Untold feelings. Unspoken apologies. Dreadful regrets. All that unfinished business. And the fear that it will stay that way forever. And as the light fades from your eyes and your brain shuts down, your final thoughts will be those fears. All for me to slurp up like a piping hot bowl of Stupendous Stew."

Mario cringed in disgust as a long, ghostly tongue slipped from Phanto's mouth and licked his "lips".

"And once I'm through feasting on you and your brother... she's next."

Mario's head snapped up.

"She?" His tone was low and even, the shadow of his hat hiding his eyes "What do you mean, she ?"

Phanto merely chuckled.

"That's for me to know and you to agonize over. Now..." He readied his sickles. " Bon appetit! "

However, before it could bring it down, Mario was moving, charging straight at Phanto. And to his shock, all of that fear was gone, replaced with unbridled, unhinged rage.

'What!? What's going on!?"

Mario jumped into the air, putting everything he had into a powerful flying haymaker that slammed into Phanto's mask, knocking him off his feet and sending him bouncing across the floor.

"Dammit…" he let out in shock. "He wasn't that strong or fast earlier. Where did all that power come from?"

"Hey. Phanto," Mario stalked toward the downed mask, fury radiating off of him. "Don't. Ever. Threaten my family."

"What's the meaning of this?! Y-you're not afraid?!"

"Word of advice: don't waste your time playing with your food."

He raised a foot, stomping on Phanto's mask once more. Everyone stopped at the sound of a chipping, cracking noise. Sledge and Luigi turned to see Mario standing over a defeated Phanto, his cloak and mask slowly dissipating into mist. Mario glared at the fading remains, giving him a mocking salute.

"Ma...Mario...did you just...?" Luigi stammered. "Did you...beat him?"

Mario took a deep breath, letting it out slowly. When he turned back, he was his usual, chipper self

"You betcha!" He gave a thumbs up before looking at Sledge and Luigi, seeing the injuries on his bro. His eyes narrowed.

"Alright, Mr. MC Hammerman. I just beat your buddy. Now...it's-a your turn."

Sledge, having watched what happened to Phanto, immediately dropped his hammer and fled. The Bros. watched as he did.

"Wow..." Luigi mused. "He's fast for a big turtley guy."

"Yeah," Mario agreed. "Now... let's go change the King back."

-X-

With Phanto and Sledge dealt with, everyone gathered In the courtyard around King Stratos. Mario turned the wand over and over in his hand, trying to figure out how it worked. In the end, he just grunted and bonked the king on the head with it. That did the trick and King Stratos' bird form faded away, revealing a regal cloud-man with a brown mustache, gold crown, and blue robes.

"Oh, by the shining spectacles of Skolar!" He began to pat himself down, reshaping his cloud form slightly. "I'm myself again!"

"Welcome back, Your Highness," Mario greeted.

"Oh, how good it is to be back."

"Stratos!" Cumula ran over to him, the two tightly embracing. As they reunited, Luigi turned to his brother in concern.

"Hey..." He began. "You okay bro? You looked... off earlier."

Mario sighed. "I'm fine Luigi. I just… Well..."

"Mario Brothers!" Stratos called, startling them. "I do hope you can forgive me for absconding with you and your friends earlier. When I heard that the heroes of the Mushroom World were coming to Nimbus Land, I simply could not help myself."

"It worked out," Mario replied. "We were able to help them. But... Phanto said they have Yoshi and Toad."

Valentina turned to see a guard running up to her. He whispered something in her ear.

"King Stratos," she said, getting their attention. "The Birdies reported seeing a Koopa airship flying north."

"North, you say?" Stratos asked.

"Indeed." Valentina nodded. "They also mentioned seeing a Toad and a green dinosaur on the deck before it left sight."

"Those were Mario and Luigi's companions!" Stratos froze. "Oh dear..."

"What's wrong?" Luigi asked.

"I fear the Koopa Troop has sinister plans in store for your captured friends. They're taking them...to Ice Country."

"Ice Country?" Mario turned to Luigi. "That's the kingdom Peach said they fried."

"Meaning it's Koopa territory now," the green brother replied.

"Indeed," Cumula confirmed. "From what we've heard, the capital city was completely melted to the ground and King Froswald was captured. We'd have sent troops to aid them, but by the time we learned the news..."

"We'll do what we can," Mario swore, putting a hand to his chest. "With luck, we can save Froswald."

"And our friends, too," Luigi added.

"And maybe..." Mario clenched his fists, gritting his teeth as he heard Phanto's chuckle in his mind.

"Mario?" Luigi asked.

"Lu... when I was fighting Phanto, He said that when he was through with us... she was next."

"She..." suddenly, Luigi's eyes widened. "You don't think… No... she can't possibly be…"

"Come on Lu. You know it just like I do. Mips is in the Mushroom World." His gaze turned toward the horizon, the setting sun turning the sky a blood-red color. "...and what's worse... She's with the Koopalings."

Bowser's Castle

In the medical wing, Mary Pat was lying on her bed, still unconscious and hooked to her IV when Kamek entered, quietly shutting the door.

"Alright, time to check on the patient." Kamek walked over to her. "Mary Pat… Mary Paaaaat..."

Slowly, her eyes fluttered open.

"Kamek..." MP's gaze was hazy, her eyes red.

"Hello, my dear," Kamek greeted. "Good to see you're finally awake. We were starting to worry. How are we feeling today?"

"Mario..." MP struggled to recall. "He... he recognized me… He looked... scared…"

"Oh? Did he... say anything?"

"H-He… no I… I fell…"

Kamek nodded. "Yes, right from the beanstalk. You're very lucky you were wearing the Soot and hit those leaves. Otherwise...splat!"

MP blinked. "How... how am I... alive? Even... with all that... I should be…"

"Prince Iggy and Kieran found you."

"Iggy..." MP grunted in pain, trying to move, but finding it difficult. "Iggy saved me… I... should thank him…"

"Later… For now, you need your rest. The healing elixir only works so fast. Speaking of… I should probably top you off."

"Right…"

Kamek went to the cupboard, only for the door to open, revealing Kieran.

"M-Master Kamek..." he stammered.

"Kieran!?" Kamek exclaimed. "What the D-Men are you doing here!?"

"I-I'm just here to give Miss Mary Pat her medicine!" Kieran held up a bottle of potion.

"Well, don't bother. I'm already taking care of that. So you can go do...whatever it is you do."

"B-But sir… Master Iggy said..."

"Kieran!" Kamek scowled. "Go off and do something or you're going back to the Toybox!"

Kieran gasped before getting up. "I'm going! I'm going!"

He ran off, panicked.

"Uuuuuuugh..." Kamek adjusted his glasses in irritation. "I swear, of all the Shy Guys in the world, he's the Shy Guy-est. But enough about that."

He went back to MP. "Alright, here we go."

As he added the elixir to Mips' IV, she sighed, relaxing.

"I am sorry you had to endure this. Your own brother, pushing you off a gigantic beanstalk to your doom."

MP perked. "Mario... pushed me…"

"Yes… Even if he didn't know who you were, that was cold."

"Cold…"

"I can only imagine what else he's done. I know we're not the most liked people in the Mushroom World, but I like to think we're not 'Game Over on sight' bad."

"Game Over... on sight…"

"Master Iggy was fortunate. Apparently he was nearly flattened by the green one. Ohhh...what was his name again?"

"Luigi... flattened..."

"Nearly pounded the poor boy into the ground. Luckily, he's doing much better. Still, I shudder to imagine what would've happened if they'd stayed longer. You must be furious."

"Furious…"

"So angry... for Iggy, and for yourself."

"So... Angry…"

"Angry enough... to end their games."

"End... their games…" MP's gaze hardened. "Destroy… Mario."

Kamek smiled maliciously. "Yeeees… all according to plan."

As he laughed evilly, Kieran was listening to the whole thing from behind the door.

"Ooooh…what do I do?" he whimpered fearfully. "What do I do…?"

Author's Note:

(1): My God

Oh snap… MP has gone rabid! And Mario and Luigi know she's here! What will become of them?

The names of King and Queen Nimbus are WindstarOsprey's invention.

Voice cast for this chapter:

* Stratos - Alejandro Saab (Gabimaru in Hell's Paradise: Jigokuraku, Tamotsu Denkigai in Akiba's Trip: The Animation, Takezo Kurata in Kono Oto Tomare! Sounds of Life, Kazuki Yasaka in Sarazanmai, Izumi Miyamura in Horimiya, Tatsuya Shiba in The Irregular at Magic High School, Cyno in Genshin Impact, Jing Yuan in Honkai: Star Rail)

* Cumula - Dani Chambers (Chise Hatori in The Ancient Magus' Bride, Becky Blackbell from Spy × Family, Emilico in Shadows House, Hina Sato from The Day I Became a God, and Serval from Kemono Friends, Naoko Yanagisawa in Cardcaptor Sakura: Clear Card, Timerra in Fire Emblem Engage)

* Valentina - Faye Mata (Aqua in KonoSuba, Astolfo/Rider of Black in Fate/Apocrypha, Petra Macneary in Fire Emblem: Three Houses, Yukie Shikako in Godzilla Singular Point, Kagami Tsurugi in Miraculous: Tales of Ladybug & Cat Noir)

All voices are taken from Charity of the Seven Stars, a stream in which professional voice actors fandubbed Super Mario RPG.

Please R&R. Until next time!