After the pipe that leads to the mushroom kingdom was damaged by the banzai bill at the end of the first movie, it has gone haywire and transported Mario to a paper dimension known as Flipside. He meets Merlon, a wizard that specializes in flipping through the many dimensions of reality and a descendant of a group of ancients. Together with the help of his friends Peach and Bowser, he must travel across all dimensions to obtain the pure hearts, which will stop an evil man named Count Bleck from using a powerful construct known as the void to consume all dimensions, in addition to saving Luigi who has been brainwashed into the villain known as Mr. L.
