This game was originally going to be called Super Mario RPG 2 as a tentative name and was originally in development for the Nintendo 64DD, but then changed development for the Nintendo 64, due to the commercial failure of the 64DD. Originally titled Super Mario Adventure, it was eventually renamed to Paper Mario.
The game was followed by a sequel, Paper Mario: The Thousand Year Door, which was released for the GameCube several years later.
In sky above Mushroom Kingdoms lies a place called Star Haven, a magical place where stars are able to grant wishes using the power of the Star Rod. One day, Bowser entered the sanctuary and took the rod for himself, draining the power from the Star Spirits and locking them up in fortresses in various parts of the world. Using his new-found powers, Bowser hopes to overthrow Princess Peach's Castle and rule the Mushroom Kingdom.
Meanwhile, Mario and Luigi receive an invitation to a party at Princess Peach's castle. Once they arrive, Mario heads towards Peach's private chambers. He meets up with her in the hallway, and as they begin to walk away, Bowser, in his clown car, bust through one of the windows. He gets into a fight with Mario, and using the Power of the Star Rod, turns invincible halfway through, and powering up his attack. He ultimately defeats Mario, and uses the Star Rod to knock him out of the castle. Bowser laughs manically as Peach watches Mario's body descend through the sky.
A young female Goomba finds Mario unconscious in the forest, and immediately runs to tell her family when she recognizes who it is. In the next scene, Mario is seen resting inside a Toad House, when a Star Spirit named Eldstar introduces himself. Using his remaining power, he attemps to revive Nario and beckons to meet him at Shooting Star Summit where he will be waiting his arrival. Eldstar floats away and innkeeper of the Toad House enters the room. Mario finally wakes up and the Toad mentions that he's been out for several days and he should greet the family that rescued him.
- Prologue - A Plea From The Stars
- Chapter 1 - Storming Koopa Bros. Fortress
- Chapter 2 - The Mystery of Dry, Dry Ruins
- Chapter 3 - The "Invincible" Tubba Blubba
- Chapter 4 - Trials in the Toy Box
- Chapter 5 - Hot, Hot Times on Lavalava Island
- Chapter 6 - Dark Days in Flower Fields
- Chapter 7 - A Star Spirit on Ice
- Chapter 8 - A Star-Powered Showdown!
- Goombario- His ability is telling Mario useful information of people, places, and enemies.
- Kooper - His ability allows Mario to shoot his shell in front of him, hitting switches and enemies and collecting far away items.
- Bombette- Her ability is to explode, breaking down barriers and making holes from cracked walls.
- Parakarry - His ability allows Mario to fly over short distances and deliver lost letters.
- Lady Bow - Her ability makes Mario invisible.
- Watt - Her ability allows Mario to see in really dark places and find hidden item blocks.
- Sushie - Her ability allows Mario to ride and dive in the water.
- Lakilester - His ability allows Mario to traverse spiked and lava areas.
In each chapter, there is a Star Spirit that needs to be rescued. Each Star Spirit, once rescued, gives his or her power to Mario, effectively making him stronger.
- Eldstar - Chapter 1
- Mamar - Chapter 2
- Skolar - Chapter 3
- Muskular - Chapter 4
- Misstar - Chapter 5
- Klevar - Chapter 6
- Kalmar - Chapter 7
Other Notable Enemies
- The Goomba King - An oversized Goomba who isn't very intelligent.
- Anti-Guy - A covetous Shy Guy found in the Shy Guy Toy Box.
- Kent C. Koopa - A giant bully-like Koopa Troopa that blocks the path to Koopa Village after chapter 5.
- Tubba Blubba's Heart - Tubba Blubba's Heart, without it, he's invincible.
- Jr. Troopa - A young, annoying and persistant Koopa Troopa that pesters Mario throughout the game.
- Buzzar - A bird that guards the path to Dry Dry Desert on Mt. Rugged.
- Monstar - A giant ghost like enemy that appears in Chapter 7 (just a bunch of Star Kids in disguise)
- The Dojo Members - Defeat the Dojo members to earn different level cards.
- The Master - Founder and master martial artist
- The Star Spirits also appeared in Mario Party 5.