Thinking Fawful and Cackletta are dead, the brothers head back to the Mushroom Kingdom with the 3 power stars and Princess Toadstool. The Kingdom celebrates it's victory over their foes and all seems normal. But, beneath the fire and ash where Fawful and Cackletta met their demise, Fawful has arisen. He still maintains one of the power stars and is now grown stronger as he evolves into Dark Fawful. With this strength, he plans to exact his revenge on the Mushroom Kingdom while trying to obtain the rest of the stars. The Mario brothers and Prince Peasley find themselves up against the wall once again as they must travel the galaxies to unknown worlds and take back the stars!