After hours of being inhaled inside (YN)'s body, Starlow and the bro's were on a mission to find their friends and princess peach as well. Not only that, a weird and crazy antagonist name Lord Fawful, who is to be blame for giving (YN) a weird mushroom to cause him to inhale everything that was in his way and also to be blame for causing the roads in toad town to have a disease called the blorbs. Not only that, Fawful had a plan as well: To Take over Mushroom Kingdom and (YN)'s castle at the same time. But (YN) won't let that happen! As he promises to defeat him and Midbus and save Princess Peach!