Stars appear as Bowser plays a piano on a floating rock platform. "Peach. You're so cool. And with my star, we're gonna rule. Peach, understand... I'm gonna love you 'til the very end. Peaches, Peaches, Peaches, Peaches, Peaches Peaches, Peaches, Peaches, Peaches, Peaches, I love you. Oh-oh. Peaches, Peaches-"

Then suddenly Kamek teleports in.

"Sire?" Kamek called out.

Bowser seemed to hate that he was interrupted. "What?" He asked, taking in a deep breath.

"A report from our intelligence. A Human has arrived in the Mushroom Kingdom." Kamek informed him. Bowser huffs in anger. "The princess has been traveling with him. They are up to something, sire!"

Bowser sits in silence, then pats the bench seat next to him. "Sit. Jam with me." Bowser plays the Underground Theme while Kamek plays the Coin sound effect. "This, uh, human. Where did he come from?"

"We...aren't sure?" Kamek admitted.

"Does the princess...like him?" Kamek wonders.

Kamek gasps. "Sire! Look in the mirror! You have nothing to worry about."

"I know that. I'm not threatened." Bowser said before he promptly slammed the piano lid on Kamek's fingers, causing Kamek to scream in pain. "FIND OUT WHO HE IS AND WHAT THEY'RE PLANNING!"

"I'm on it, sire! May I lift the cover?" Kamek whimpered.

Bowser walked off in anger. "Not yet. Pain is the best teacher!"


Back with Peter, Peach, Toad, and the kids, they were walking through the Mushroom Kingdom after leaving the forest. They were roaming through the kingdom to make their way off towards the Jungle Kingdom.

"This place is amazing!" Val seemed to be enjoying herself in this realm. "Everything is so different here."

"Yeah, that's usually how pocket dimensions work," Peter nodded. "You should see the Negative Zone." He then realized who he said that too. "Wait, no, pretend I didn't say that."

"You've seen worlds like this before?" Peach wonders.

"Many times," Peter admitted. "When you live with the Fantastic Four, traveling to another realm is as common as going to the grocery store."

"Yeah, Uncle Johnny even accidentally released a giant plague of bugs on the city," Franklin admitted with a laugh.

"Oh, right, completely forgot about that," Peter admitted.

"How can you forget something like that?" Peach asks.

"Johnny does a lot of stupid things, and they eventually begin to blend together." Peter scoffed, freezing when he began to feel the ground shake. He then began to feel his senses alert him of something coming in hot. "Watch out!"

Charging from the trees, knocking them over in the process, getting the group to scatter. Toad let out a squeal when Rhino came and almost ran him over. Peter shot out a web and swung over to save the small guy to save him, getting the two of them out of the way.

Rhino stopped when he finally saw Peter and growled as he turned to face them. But as he turned, Peter tossed a trunk that landed on Rhino's horn.

"Hey, I landed the thing on the thing!" Peter cheered. "What do I win?!"

"You!" Rhino cried in anger.

"I win me?" Peter asks. "That makes no sense!"

Rhino charged at him, and Peter jumped out of the way of the strike. Shooting two webs to latch onto him, Rhino turned himself into a slingshot and slammed into a tree.

"Alexi, seriously, my guy, you've gotta get your priorities straight," Peter stated, dodging a swing. "I mean, you landed in this place, and then you just started hunting for me? And where are the others?"

Peach was watching from the side, getting up and seeing he was holding the rhino man. "Is he seriously making conversation in the middle of a fight?"

"Uncle Pete does that a lot," Val admitted with a shrug. "He always tries to take his enemies down, either to annoy them and get them distracted or to see if he can calm them down."

"But Rhino isn't exactly the calming type of guy," Franklin admitted.

Peach watched as Peter was grabbed and slammed into the ground. "Should we help?" Toad asks.

Peach nodded, looking around to see what they could do. She then got an idea when she noticed a bridge leading over a river. "Peter!" She cried, getting his attention. "Over here!"

Peter saw the bridge and seemed to figure out what they were planning and kicked Rhino to get his attention. "Come on, Alexi! Lets play follow the-"

That was when a tail came out of nowhere and wrapped around him. Then he was yanked aside by Mac Gargan. He snarled at Peter and prepared to strike again. "Well, well, if it isn't Spider-Man."

"Gargan, you mind taking a number?" Peter asks. "Me and Alexi were in the middle of something!" He then kicked Scorpion, getting himself free of the tail and preparing to fight them both off. "I wouldn't mind a little help!"

Peach got an idea when she saw Toad's bag and grabbed the frying pan. She quickly tossed it towards Rhino, causing it to smack against his back and go flying back towards Peach. She quickly caught it and they saw Rhino turn towards them.

"Hey, big guy!" Peach cried out. "Pick on someone your own size!"

"Haha!" Rhino mocked as he turned towards them. "There is no one my size!"

Rhino charged towards them and Peach stood right at the edge of the bridge, waiting for the right moment before jumping out of the way. Rhino wasn't capable of stopping as he stomped across the wooden bridge that cracked underneath him. Rhino then fell into the water, where he was attacked by the sucker fish.

Peach sighed as she looked over and saw Peter dodge a strike from the Scorpion's tail and he quickly flipped upward and kicked the man in the armor. That sends him skidding back, but he uses his tail and toes to slow down and snarl at Peter. He leaped into the air and prepared to strike when a forcefield appeared out of nowhere.

"What?!" Mac cried in anger.

Scorpion was lowered down and it was revealed that it came from Susan Storm. She kept Scorpion trapped in the forcefield as Reed Richards came from the woods and pulled out a small device that activated a black hole. Susan then tossed Scorpion into the vortex, allowing Reed to close the vortex.

"Mom! Dad!" Franklin and Val cheered.

"Val? Franklin?" Susan was shocked to see her kids and she ran over to them. "What are you two doing here?"

"They followed you guys here," Peter stated with a sigh.

"Peter," Susan said with relief as she hugged him. "We got so worried when you and Johnny vanished. What happened?"

"We were chasing the Sinister Six, they went down this weird warp tunnel that brought us down here into this pocket dimension," Peter recapped the events that led them here. "Johnny and I got separated and went down two different tunnels. He ended up in some Dark Lands as they call it, I met Toad over there."

"Hi-ya!" Toad said with a wave.

"He told me that he landed in Bowser's land, and we don't know where the entire Sinister Six landed, obviously we just found where Scorpion and Rhino landed." Peter finished his story. "Then we came across the kids, and they told us that you guys came here after us."

"Hi," Peach stepped ahead. "I'm Princess Peach."

"Well, hi," Susan greeted her. "I'm Susan."

"Oh, Peter has already told me a thing or two about his family," Peach said as he gestured to everyone.

"This world is fascinating," Reed said as he was already at work scanning the surroundings. "It is almost a complete turnaround to our prime universe."

"Yeah, and while this world is really fascinating, can we focus on Matchstick?" Ben asks. "I have a clobbering I owe the guy."

"He's right, we gotta get moving," Peter said as he gestured for them to follow. "I'll keep explaining what we are up against on the way."

"Let's go!" Toad cheered as he raced ahead with a laugh.

As they started to traverse the swaying expanse of the bridge, the sunlight glimmered on the water below. Ben peered over the edge and was taken aback by the sight of the fish swimming beneath the surface. To his dismay, they seemed less than welcoming. Suddenly, with a powerful leap, one of the fish shot straight up and clamped onto his face, its mouth suctioning tightly like a persistent suckerfish.

Ben let out a panicked scream, his hands flailing as he desperately tried to pry the slippery creature off his skin. In a flash, Susan rushed to his side. With a determined focus, she conjured a shimmering forcefield that enveloped the fish. In one swift motion, she yanked it away, sending it flopping back into the water as they pressed on, hearts racing from the unexpected encounter.

"And Bowser is their leader." Peach continued to explain the situation. "He is mean, ruthless, and now he has the Power Star."

"What's a Power Star?" Susan asks.

"The most dangerous of the Power-Ups," Peach explains.

"What's a Power-Up?" Ben asks

As they pressed onward on their unconventional quest, the landscape shifted dramatically around them. They transitioned from the vast openness of the desert to a lush, vibrant jungle teeming with life. Towering trees draped with vines and exotic flowers created a canopy overhead, filtering the sunlight into dappled patterns on the forest floor.

Suddenly, a herd of creatures burst into view, darting through the underbrush. Known in this land as Yoshi's, these remarkable beings resembled dinosaurs, with their smooth, colorful scales and bright, expressive eyes. They moved gracefully in groups, their laughter-like sounds echoing as they sprinted past, leaping over a shimmering river that danced in the sunlight.

Meanwhile, Ben and the kids took a moment to rest, sitting on a moss-covered log. They munched contentedly on the juicy fruits that Peach assured them were safe to eat. The sweet, refreshing flavors burst on their tongues, providing a delightful contrast to their adventurous journey. Excitement and curiosity filled the air as they continued to watch the mesmerizing scene unfold around them.

"And the Power Star gives the user of the Power Up complete invulnerability," Peach gave them the full history of Power-Ups and what they all did.

"I would love to get a hand on some of these Power-Ups," Reed asked.

They end up looking over a mist-covered mountain range. They made their way to the top where they got a good look over the whole place.

"Pretty incredible, huh?" Peach asks.

"Quite the sight, that's to be sure," Peter commented.

"I'll never let anyone ruin this." Peach promises.


That was when Johnny and Herman were brought to Bowser's kingdom and brought before the large turtle monster. They were tossed at his feet as Johnny noticed that Otto, Li, and Electro were also there as well.

"We found them in the Dark Lands." The Snifit tells their leader.

Bowser growled as he stepped from his throne and marched towards Johnny as he whimpered. "Leave him to me."

Kamek undoes Johnny's restraints with his magic and forces him to Bowser. Keeping a bubble of magic around him so Johnny couldn't even Flame On and blast off if he wanted.

"What is your name?"

"Uh... Johnathan. But they call me Johnny." Johnny said in slight terror.

"Not sure if you know who I am, but I'm about to marry a princess and rule the world," Bowser said as he sharpened the claws on his hands a little in front of Johnny.

"Wow, uh…" Johnny chuckles, enthusiastically. "Yay..."

"But there's one problem, Johnathan: there's a human traveling with my fiancée. Has a uniform, just like you." Bowser said, gesturing to the 4 emblem on his chest. "Do you know him...?"

"No! No!" Johnny cried.

"Ah, a tough one, I see. Maybe this will get you to talk." Bowser then pulls on a strand of Johnny's hair.

Johnny squeals as his hair gets pulled. "Do you think I know every human being with a super suit wearing an identical outfit with an insignia on it?! Because I don't."

Bowser pulls out the hair, causing Johnny to scream in pain. Bowser grabs Johnny and tugs on his whole head.

Bowser was losing his patience. "DO YOU KNOW HIM?!"

"Gah! STOP, STOP, STOP, STOP, STOP! I know him. Yes, I know him. Yeah, he's my friend, Peter Parker, and he's the best guy I know," Johnny squealed.

"Do princesses find him attractive?!" Bowser asks.

"Annoyingly so!" Johnny confesses.

Bowser furiously rips off a chunk of Johnny's hair, causing him to scream in pain. "Get him outta my sight!" He cried, tossing Johnny aside. "We'll see how tough this Peter Parker is when he watches me kill his friend!" He then turned towards the Sinister... Four? "And as for you..."

"If I may..." Otto stepped in. "If you are going after the bug, we have some experience fighting him."

Bowser seemed interested when he heard that. "You are... enemies of his?"

"Oh, yeah," Electro confirmed. "We would love to watch the freak fry!"

Bowser grinned as he nodded. "I suppose we could come to some... arrangement."


Johnny is now trapped in a golden cage, courtesy of Otto filling in that he can melt through bars, and is dropped down into a dungeon where other prisoners hang suspended over a pool of lava.

"Great... where am I now?" Johnny groans as he finds his footing in the dangling cage.

Lumalee laughs, getting Johnny to look upward, and sees that there is a small glowing blue star that spins the cage around while laughing. "Home."

"What... the... hell?" Johnny asks in confusion.

The Penguin King sits in yet another cage with two other penguins. "Pay him no heed. He is cute, but he is..." He then does a cuckoo whistle.

"In an insane world, it is the sane who is called crazy," Lumalee said as he swung his cage.

Lumalee pulls out a pinwheel and blows it. The propeller pops off and floats away.

Johnny was a little concerned at their sanity. "How long have you guys been in here?"

Lumalee begins swinging the cage back and forth. "Time, like hope, is an illusion."

"Please! We are depressed enough!" The Penguin King cried.

"There's gotta be a way outta here," Johnny said, trying to burn his way out.

"There is no escape. The only hope is the sweet relief of death." Lumalee stated.

The prisoners moan in agony. "Oh, you've got to be kidding me!" Johnny groaned as he banged his head against the bars.


Having journeyed for a while, Peter, the Fantastic Four, the children, along with Toad and Peach, agreed to settle down for the evening amidst the radiant Fire Flower Fields, encircled by a towering tree. Reed and Ben collaborated in pitching the tents, while Peter, consumed by worry, gazed pensively into the night sky.

"Thinking about your friend?" Peach asked as she sat beside him.

Peter sighed. "Yeah. Johnny is a good guy, but when he gets his mouth going...

Peach nodded as she felt like she understood where he was coming from. "Don't worry. We're going to save him.

"I miss Matchstick," Ben said, getting their attention as they looked over and saw that they were having a problem lighting the fire. "He could have had this done by now."

Peach nodded as she got an idea. "Hang on."

Peach touches a Fire Flower and transforms into a Fire form. The entirety of her outfit transformed and she wore an almost complete white dress with red highlights across the whole thing. Her crown seemed to be unchanged, and a fireball formed in her hand, getting her to toss it to the fire pit. Everyone was amazed to see just what the environment could alone do that was completely different to their own.

"You don't seem like you're from here," Ben commented.

Peach shrugged. "I don't know where I'm from." She said as she looked up to the stars. " My earliest memory is arriving." She said with a chuckle, looking over towards Toad. "I was so lucky they found me. They took me in, raised me like one of their own, and, when I was ready, they made me their princess."

Everyone was amazed to hear her backstory and Franklin suggested something. "Hey, maybe you're from our world!"

Peach chuckled at the young boy as she looked back to the stars. "There's a huge universe out there...with a lot of galaxies."

Peter and Peach stood side by side, their eyes fixed on the vast sky above, a sense of wonder rising within them. The air was thick with anticipation, and for a moment, it felt as though the world around them dissolved, leaving just the two of them beneath the expansive heavens. Meanwhile, Reed, Ben, and Susan, sensing the intimacy of the moment, guided the children a few paces back, allowing Peter and Peach this precious respite.

Suddenly, the peace of the scene was broken by the sweet, enchanting notes of a flute. Toad, with his characteristic charm, surprised everyone with an impromptu performance. The melodic sound danced through the air, lifting spirits and bringing smiles to the faces gathered around. Where the flute had come from remained a delightful mystery, perhaps hidden away in the chaotic assortment of treasures tucked within Toad's ever-full backpack.