During Mario and Luigi's infancies, the Mushroom Kingdom is facing against with one of its greatest trials: the Shroob invasion. On a distant planet shaped and colored like a Poison Mushroom without eyes, there lives a vile and evil race of aliens known as the Shroobs. They begin searching for a planet worthy of invasion. They ultimately find the Mushroom World, specifically the Mushroom Kingdom. Plans for an attack are presumably soon under way.
Toadsworth promptly faints, and Toad asks Mario to get the Refreshroom that Toadsworth keeps in his room, for it can help revive him. Finding it inside a block above Toadsworth's garden, Mario brings back the item just as a Toad doctor is diagnosing it to be the only way to bring Toadsworth back. Mario uses it on Toadsworth, who comes to in time to see the return of the time machine from his hospital bed. The time machine is in a worse state than when it had left. When it is being approached, a large alien comes out. Mario takes the alien down while everyone is gathering around after Toad reappears from entering the capsule who announces that the princess was not inside the time machine. E. Gadd is at a loss as to what is happening. After all, he had been more than 99% sure that Princess Peach would return all right after her return from the past.With many years passing, adult Mario and Luigi watch with rapt attention asProfessor E. Gadd reveals his latest invention: the time machine. It is such an important occasion that a Lakitu is on hand, broadcasting it onto live television. E. Gadd reveals that his machine runs on the power of the mysterious Cobalt Star. Adult Princess Peach is so overjoyed by the invention that she asks the professor to take it for a spin. Toadiko and Toadbert accompany the princess on her journey. Despite Toadsworth's pleas, the three travel back in time to a younger Mushroom Kingdom, when the princess and the Mario Bros. were mere youngsters.
Luigi soon discovers a mysterious new hole out in the courtyard. E. Gadd elaborates that it is a time hole, or a rip in the spacetime continuum. It is caused by the use of the time machine that he had invented. Luigi goes closer to investigate, standing on the raised edge of the hole. Suddenly, Toadsworth panics. Rocketing into the courtyard, still on his hospital bed, he crashes into the hole while demanding answers. However, this causes Luigi to lose his balance and fall into the hole. Mario jumps in after his brother to rescue him.
When Mario pops out of the time hole, he finds himself in a strange land near Hollijolli Village (standing on top of Luigi). Suddenly, after Mario jumps off Luigi, a suitcase pops out of the hole and also lands on Luigi. Stuffwell, E. Gadd's seemingly sentient suitcase invention designed to assist time travelers, informs Mario that he was there to help out. Stuffwell explains to the two brothers how to fight, jump, and learn other techniques on their journey afterward.
Although the Shroobs had lost their leader, Princess Shroob (the second in command) takes command of the Shroobs and their operations and they still begin their conquest of the entire Mushroom Kingdom. Toad Town falls as the Shroobs swarm from Princess Peach's Castle. In a short period of time, the Mushroom Kingdom falls under complete Shroob control.
Meanwhile, time holes begin appearing all over the Mushroom Kingdom. One such hole appears just outside of Hollijolli Village. Shortly afterward, a grown up Mario and Luigi pop out of it. Stuffwell follows, after which the time hole disappears. Arriving in the village, they find it devastated from the Shroob attack. After they find the mayor, the Shroobs arrive again, abducting the mayor, and proceed to battle Mario and Luigi. The Shroobs prove to be too powerful for Mario and Luigi to defeat alone. However, in the Koopa Cruiser, Baby Peach is crying because Baby Bowser does not want to stop helping the poor people attacked. Baby Bowser, wanting to save his ears, destroys the Shroob UFOs around Hollijolli Village; the baby brothers then proceed to fight the Shroobs who battled the adult brothers and are able to defeat them. Afterward, Mario and Luigi are brought aboard, where Toadsworth disregards their story, thinking that they were not right in the head. The heroes, both past and present, then witness what has happened to Peach's Castle. It has been turned into Shroob Castle, with a giant Princess Shroob statue in the center.
Once back at the present castle, Stuffwell shows Professor E. Gadd the mysterious shard, which the professor identifies as being a shard of the Cobalt Star, the power source of the time machine. The Cobalt Shard then flies over to the defeated Junior Shrooboid, who then reacts to the Cobalt Shard. The Cobalt Shard afterwards creates another time hole, and E. Gadd sends Mario, Luigi, Baby Mario, and Baby Luigi to investigate. As they all enter the time hole, Toadsworth is chasing Toadsworth the Younger, who has Baby Peach in his arms.
After Mario and gang reach the Vim Factory, the L33t Hamm3r Broz. use a suction-type tree and capture Mario and Luigi, leaving the babies behind. The Hamm3r Broz. challenge the babies to a battle. As usual, the babies win and the helmets on theHammer Bros. break, freeing both Hammer Bros. from the Shroob's control. They give the babies Hammers and teach them how to use them. The babies travel through the air shaft and finally rescue Mario and Luigi. The babies continue moving along, with their older selves, towards the rest of the Vim Factory.
In the last room, they find a huge Shroobified Wiggler named Swiggler. Mario and Luigi watch Swiggler give the Shroob UFOs energy, but Baby Mario knocks the vim holder. This enrages Swiggler, causing it to battle. When the boss is defeated, another Cobalt Shard is found. However, Baby Bowser comes in, running around the four heroes. As a result, Mario, Luigi, and the babies become dizzy and Baby Bowser is able to steal both Cobalt Shards. Baby Bowser and Kamek escape, and the heroes travel back to the present day Princess Peach's Castle, both successful and unsuccessful.
Inside Yoob, the brothers and their smaller counterparts find themselves in the intestines of the creature. They rocket themselves into the stomach, where they find a Yoshi trapped. It is trying to push a big Chomp Rock to make more space in Yoob's intestines and find an escape route. However, the rock is far too heavy for the dinosaur to push alone, and the four heroes wander throughout Yoob's Belly and enlist the aid of several other swallowed Yoshis to help push the Chomp Rock. Luckily, there are enough Yoshis to push the Chomp Rock, and as a result, everyone could travel through more of Yoob's Belly. Mario, Luigi, and the babies battle their way through the monster's intestines, encountering Dry Bones and RC Shroobers on their way.
Later on through the digestive process, they discover that there was a factory inside Yoob, turning Yoshis into strange eggs for unknown purposes. Fortunately, the babies manage to shut down the factory. Toadbert is first seen here, having apparently lost his memory. The only thing that he could remember is a strange drawing that he himself made but does not recall what it meant. He decides to give it to the brothers, not knowing what they could do with it. Farther on, they discover the mastermind behind the egg factory: a giant egg like monster called Sunnycide and afterward, it throws an egg at the brothers, which happens to contain Prince Bowser. Freeing the Yoshis and enlisting their help, the brothers defeat Sunnycide. After that, they escap from Yoob out of the end. Prince Bowser coughs up the Cobalt Shards, and the brothers grab them and run.
Within the arena, Princess Shroob is hosting a celebration about the conquest of the Mushroom Kingdom. Princess Peach is revealed, being strapped to a platform. The platform is lowered towards a large Warp Pipe. Petey Piranha is in the Warp Pipe, jumps, and eats the princess. The brothers stand in shock, unaware that Kylie Koopa is just taken away by Shroobs. The brothers sneak through the Koopaseum in search of Petey, but unfortunately, they accidentally end up onstage, where Princess Shroob is still standing. She calls upon the Shrooboid Brat, who attacks the brothers and entertains the crowd at the same time. The brothers, however, defeat the brat, angering Princess Shroob. With the assistance of her lackeys, she breaks the floor under them, sending them to the caverns below.
In the Gritzy Caves, the adult brothers are knocked unconscious by the fall. Baby Mario then hit Luigi with his Hammer, which awakens him and he scares the babies, who start to cry. Mario is awoken by the babies crying and confronts Luigi. They then decide to not turn on themselves and continue through the caverns, where they are constantly attacked by Dark Boos, Snifaros, Elite Boom Guys and Bob-ombs. After a while, they see Kylie Koopa tied by a rope, hanging down towards Petey Piranha's open mouth. Some Shroobs are also there, ready to begin the execution. Kylie pleads for the brothers to rescue her, saying that she is the one who told them about the secret entrance. Unfortunately, Mario and Luigi could not reach her, so they could do nothing but watch in horror as one of the Shroobs grab an axe from its body and cut the rope. Kylie Koopa, still tied by rope, is eaten by Petey Piranha. The brothers have no choice but to continue.
A little farther, the brothers enter a cell, where the find Princess Peach, whose face is covered by a Shroob Mushroom. She and Luigi, who is horrified by her appearance, both collapse and are taken back to the present day castle. Everyone gathers in the room of the Princess, where they discuss the Princess and the Shroob Mushroom. Princess Peach then decides to take a nap and the brothers are shoved out of the room.
Downstairs, Mario and Luigi are taught yet another move by the Toadsworths, Baby Cakes, where the older brothers could flatten the babies using their Bros. Ball technique. During the lesson, the Toadsworths flatten Baby Princess Peach, who is swept away by a gust of wind. The four heroes use their new moves to save her. Mario and the gang then leave the Toadsworths, where they meet some panicking Toads. Curiously, the heroes travel up the castle to see Princess Peach. It turns out that Bowser is just about to kidnap her, and he runs through the castle with the princess on his shoulder. However, Bowser falls through the floor and lands in the next time hole.
The brothers went into the time hole that Bowser was in and wind up at Thwomp Volcano, which they climb to the top of, battling various enemies, such as the block shapedThwacks. At the top, they learn that the volcano is close to erupting. They then meet Professor E. Gadd’s younger self, who is panicking because the volcano is going to ruin all of his inventions. He thinks up of an idea of making a machine that could douse the volcano's fire, which the older E. Gadd creates in the present time. He then uses his quickly built invention to spray water into the time hole and stop the volcano, angering many native Thwomps. One of those Thwomps was Mrs. Thwomp, who battles the brothers but is defeated. Her husband agrees to take the brothers in the volcano, where they solve various puzzles to destroy blocks that are obstructing their path to the bottom. Then, they fight and defeat Bowser and Prince Bowser, (who was shot into the volcano after being blown away from Yoshi's Island). Before they can rescue the Princess, she is sucked up by theShroob Mother Ship. The courageous brothers followed her.
In the Star Shrine, after finding the fourth Cobalt Shard, the brothers meet up with Toadbert and Kylie Koopa, who reveal how to clean Toadbert's picture, given to the brothers back in Yoob's Belly. It turns out that another Princess Shroob was on the picture. Before the drawing was explained, Mario and company are attacked by the Elder Shrooboid, who attacks Toadbert and Kylie Koopa, causing them to become Shroob Mushrooms. The four brothers fight the Elder Shrooboid. Although the Elder Shrooboid is much more powerful than the Junior Shrooboid, they are able to defeat it and the heroes acquire another piece of the Cobalt Star.After they solve some puzzles, the four brothers escape the Shroob infested Toad Town and find a Warp Pipe that takes them to Star Hill, where they are attacked by theCommander Shroob, his Support Shroobs, and a Shroob-omb. Once defeated, the four heroes head up Star Hill and the Cobalt Star creates a path so that they can get to the Star Shrine, where another Cobalt Shard is located. At that time, the spirit of the Cobalt Star began to talk to the brothers about defeating the Shroobs. Baby Luigi begins to cry afterward for a strange reason. The brothers did not know why, however, but they calm him down. They then travel to the Star Shrine, where a gate needs to determine if the heroes had pure hearts to get past it. Mario and the babies did, but Luigi did not, apparently. Mario knows that he is not going to leave his brother alone, so he and the other heroes are placed through a trial to prove that Luigi has a pure heart, finding theAurora Block. Shortly after, they get the block and gain access to the Star Shrine, where they learn that Luigi had a pure heart the whole time, and was only being tested.
The brothers soon return to Peach's Castle where they find Bowser lying on the carpet, completely knocked out. As the brothers wonder what to do with the behemoth reptile, the Mushroom that is Elder Princess Shroob hovers into Bowser's mouth, who weakly eats it and turns into Shrowser, a form of Bowser in possession of Elder Princess Shroob. He is relentless, but the brothers use his attacks against him and defeat the manipulating form of Elder Princess Shroob. Afterward, Toadsworth the Younger, Baby Peach, Baby Mario and Baby Luigi all use the repaired time machine and travel back to their own time, bidding farewell to their future selves.
Playable Characters
MarioLuigi
Baby Mario
Baby Luigi
Supporting Characters
ToadsworthPeach
Baby Peach
Professor Elvin Gadd
Kylie Koopa
Princess Shroob
Baby Bowser
Young Toadsworth
Toadbert
Bowser
Toad
Yoshi
Elder Princess Shroob
Kamek
Young Elvin Gadd
Fawful
Toadiko