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Chapter 2: Gloam Valley

After Peach escaping Count Bleck's castle, Peach joins Mario, Tippi & Thoreau. Now with the pure heart, the player must go to the Flipside Outskirts & find the new heart pillar. Once they do, an orange door leading to Gloam Valley will open. The player can now venture through into the new world of Gloam Valley.

2-1: Bogging To Merlee's
Mario, Peach, Tippi & Thoreau enter a new world called Gloam Valley. The player must make their way past several small enemies; some with spikes. After making their way through several areas, the player will come across a blocked passage. Entering a nearby door & making their way through a few rooms; in one using Tippi's power, will lead to a large chest. Inside is Boomer, the bomb pixl. He asks the player several questions, then will join the player no matter of what replies are chosen. Boomer can be used to explode the blocks blocking the passage inside. The player will now come across several doors. Entering a different door will take the player to a different part of the inside room. Enter the door furthest to the left & use Boomer to explode the bricks inside while in 3D. Pressing the switch below will make a golden door appear outside, where the player will complete the level & start heading to Merlee's mansion.

2-2: Tricks, Treats, Traps
Mario, Peach, Tippi, Thoreau & Boomer have all arrived at the front garden of Merlee's mansion. The player can switch to 3D before entering the house to receive extra coins. They can also walk far right & hit a block to create a ladder; leading to special items. When the player enters the mansion there will be an angry Gnaw which will throw the player out of the mansion if it gets a hold on the player. The player can switch to 3D to avoid the Gnaw & to exit the room. The player will now come across a maid, Mimi, who tells the player to go into a certain room to find Merlee. Mimi is lying, as the room she tells you to enter (the top right door) contains a trap. As the roof with spikes starts coming down, switch into 3D & jump on top of the roof once it reaches the ground. The roof will then start to rise back up, with you on top. When it stops, jump up & use 3D & Boomer to get across the path to the a key. This key can be used in the main room of Merlee's mansion. The player can now go into 3D once back in the main room to get around the Gnaw & unlock the locked door. The Gnaw will then chase Mimi into another room. The player can now enter the room & finish the level.

2-3: Breaking The Bank
When starting the level there will be a vase on top of a ? block. It is impossible to get up to the next floor without knocking it over & smashing it. The player must smash it; causing the maid from the last level; Mimi to appear, saying the vase was worth 1 million rubies & that Mario, Peach, Tippi, Thoreau & Boomer must earn 1 million rubies if they want to leave. She locks the door that is the way forward. The player can now travel up, where several rooms & other prisoners are. On the 2rd floor (not the lazer floor) travel to the far left wall using Peach's floating ability. Switch into 3D & enter the hidden room. Open the large chest to free Slim, the sidestepping pixl. He gladly joins the group, where he will be useful on the 4th floor. Past the moving lazers on the 4th floor is a safe with 1 million rubies. To open the safe you need the code 41262816. This will award you with 1 million rubies. The player can now enter the right door on the ground floor & pay off the 1 million ruby debt. Mimi will get angry due to not knowing how the group could earn 1 million rubies so quickly & explodes; teleporting away. The player can now finish the level.

2-4: The Basement Face-Off
The heroes have now made their way to the basement of Merlee's mansion, where Merlee speaks to the heroes, telling them to watch out for fakes and to stay safe. The player will have to make their way through various different rooms until they arrive in a room with a gap in the room on the far left side. If the player goes into 3D & hits the 6 yellow blocks, they will appear in the 2D world, allowing the player to jump to the above area. Merlee appears, asking the heroes several questions. After refusing to answer, Mimi will reveal herself; imposting as Merlee. Mimi is invincible in her spider form, so attacking her is useless. Make your way through the next few rooms, avoiding Mimi when she appears in each room. Eventually you will reach a room with a door above with no way up. The player must use Tippi's power to reveal hidden stairs that lead up to the door. In the next room enter the ladies room. Open the cubicles until you find the real Merlee. Mimi (as Merlee) will then come in & create a bright light. The player must play a game show to find out which Merlee is real, The real one however has a fly flying around her. After the fake Merlee being revealed, Mimi will return to her spider form, where the player must fight her, using Thoreau to throw rubies at her. Once a ruby is thrown, Mimi will become dizzy, allowing the player to jump on her head. Mimi will be defeated once all her legs fall off. Once Mimi is defeated, Merlee will award the heroes with the 3rd pure heart.

Interlude:
Immediately after receiving the 3rd pure heart, a cutscene will be shown, where Mimi has to return the news of her failure to Count Bleck. Nastasia tells Bleck that she is going around the castle rounding up the remaining minions. When the cutscene ends, Luigi wakes up surrounded by 2 goombas. They tell him that they need to escape the castle asap, before Nastasia brainwashes them. The player can control Luigi during this interlude. Luigi & the goombas roam around trying to find an exit. Eventually they find a long path. When they travel down it, it turns out to be a dead end. Then, when they turn around, Nastasia appears with several brainwashed minions. One of the goombas is brainwashed, resulting in the second one joining Nastasia's side. Her minions then take Luigi away, where we would later be brainwashed.