(The episode begins looking at a carnival on a pier. Many attractions are seen, such as a roller coaster and a tilt-a-whirl. A large amount of people are meandering around the carnival. We cut into the carnival to see people milling about. A Mr. Mime (Pokemon) is pretending to be in an invisible box as children watch its performance.)

Mr. Mime: Mr. Miiiiiiime! (We also see Lola Pop (ARMS) handing out balloons in the background. The sound of music begins to fill the air as we cut to a different section of the carnival. We see Lammy (PaRappa the Rapper) playing her guitar and Barbara (Jam With the Band) playing a bass hooked up to an amp. The sound of maracas starts up as suddenly, from between Lammy and Barbara, Amigo jumps into the air over the both of them, lands, and starts shaking his maracas.)

Amigo: Ole! (Amigo shakes his maracas wildly whilst moving around and dancing with the crowd that formed around the band. Eventually, Amigo throws both of his maracas into the air and takes off his sombrero. He places it upside down on the ground before catching his maracas. People begin putting money into the sombrero. Amigo continues to dance with his maracas. As Lammy and Barbara play their last chords, Amigo drops to his knees, winks, and strikes a pose, causing the crowd to erupt with applause.) Thank you, mi amigos! You've been a wonderful crowd. (Barbara and Lammy meet Amigo at his hat as he takes the money out and puts his hat back on.)

Barbara: How much did we make, Amigo?

Amigo: Enough for the corn dog stand at least. (His eyes become stars.) Ooh! Maybe even the roller coaster! (He hands the other two their share.)

Lammy: Good enough for me. (Lammy skates off as Barbara exits.)

(The scene changes to the edge of the carnival, looking into the water. The camera zooms into the water as we cut underwater. We suddenly see Tidus floating underwater, now wearing a blue hat similar to Link's hat.)

Tidus: You guys are toast! (The camera pans to see a group of Zoras (The Legend of Zelda) moving towards him with a blitzball. The leading Zora passes the ball to a different Zora on its left. Tidus swims over to block the Zora from swimming any further. The Zora attempts to kick the ball away from Tidus.)

Zora: Hah! (We cut to the waterline as the blitzball soars out of the water into the carnival area.) Oops. Kicked it a little hard there.

Tidus: Don't worry, I'll get it. (We see Tidus swim to the surface and pull himself up to the pier the carnival is on. He takes off his blue hat and sets it on the ground.) Nifty breathing cap. (He runs off to retrieve the ball. We see Tidus run over and grab the ball. As he's getting up, we see a stand in the background with an M painted onto it in red.) Huh? (Tidus walks over to the M and studies it for a second.) That's strange. (Tidus turns around as a shocked expression makes its way onto his face. The camera switches perspective as we see a shadowy figure standing on one of the carnival's buildings. The figure appears to be Shadow Mario holding a large paintbrush. We cut to Tidus continuing to look at the figure as Amigo suddenly walks into him, distracted by the money in his hands.)

Amigo: Oof! (Amigo looks up towards Tidus.) Oh! Sorry, mister. (He sheepishly scratches the back of his head.) Guess I was a bit distracted.

Tidus: No worries. (Tidus looks back at the building, but Shadow Mario is no longer on the roof. Amigo begins to walk off but Tidus grabs his shoulder and stops him.) Hey. (He points towards the building.) Did you see someone up on that building? (Amigo looks at him confused and then looks towards the building.)

Amigo: Uh... nope! (He smiles.) Sorry, haven't seen anyone on buildings.

Tidus: Well, thanks anyways. (Amigo walks off as Tidus continues to study the building.)

(We cut to the entrance of the carnival as we see Chuck, Beat, and Amy walk by. Chuck's motorcycle is parked in the background. Amy is holding the shard of the Shadow Crystal with both hands.)

Amy: This is a really pretty jewel. Maybe I can make it into a necklace!

Beat: Sounds fly to me.

Chuck: Let's just get some food first. (We suddenly hear the sound of crying as our heroes look over to see a Koopa-like figure sitting down and crying.)

Amy: Huh?

Beat: Looks like that dude is having a tough day.

Amy: (Smiling and walking over to him.) Maybe we can brighten up his day a little. (We cut to Amy approaching the Koopa.) Hey, are you okay? (The cries suddenly turn to laughter.) Uh... you okay, kid? (The figure suddenly turns around, revealing himself to be Iggy Koopa (Super Mario).)

Iggy: Gwah! (He raises his arms and screams at Amy.)

Amy: Ah! (Amy starts walking backwards, away from Iggy. Suddenly, a large, yellow ball with orange stars bounces on the ground into Amy from behind. This causes the shard to fly out of her hands. Iggy catches it.)

Iggy: Haha! (We see Chuck and Beat look at the scene confused.)

Chuck: What's going on? (Lemmy Koopa (Super Mario) then rolls between them on a large ball towards Iggy.)

Lemmy: Yeah!

Beat: Woah! (Lemmy meets up with Iggy as the two of them start towards the carnival. Amy gets up.)

Amy: They stole my jewel! (Pointing towards the carnival.) I'm not letting them get away! (Amy runs after them. Beat immediately follows. Chuck looks confused for a second before he shakes his head and follows the other two.)

Chuck: You gotta be kidding me.

(We cut back to Amigo cheerfully walking through the carnival. A large thud is heard behind him as he turns around. A look of confusion crosses his face as the camera pans to see Roy Koopa (Super Mario) holding a Bill Blaster.)

Roy: Heya, monkey! (He points his Bill Baster at Amigo.) How about you dance for us! (Roy laughs to himself as he shoots a Bullet Bill (Super Mario) at Amigo. A look of dread fills Amigo's face as the Bullet Bill flies towards him. The screen goes white as a slashing sound is suddenly heard. We cut to Amigo's closed eyes as he slowly opens them to see Tidus. His sword, the Brotherhood, is stabbed onto the ground as we see two halves of a Bullet Bill on either side of it.)

Tidus: (To Amigo.) Gotcha covered!

Amigo: (Smiling.) Guau! You're the mister from before!

Roy: So, you got a friend? Me too. (Laughter is suddenly heard as Amigo and Tidus look behind them to see Morton Koopa Jr. (Super Mario) next to a high striker attraction. He grabs the mallet for the game and pulls out a Bob-omb (Super Mario).)

Morton: Grahaha! (He throws the Bob-omb in the air and hits it towards our heroes using the mallet. Amigo grabs Tidus by the hand and drags him away from the fight. The Bob-omb hits the ground and explodes as Amigo and Tidus run away.)

Roy: You can run!

Morton: And you can hide!

Roy/Morton: But you'll never escape the Koopalings! (They run after Amigo and Tidus. We cut to Iggy and Lemmy as they crash through the entrance to the carnival, knocking people down as they run in, laughing. Amy, Beat, and Chuck quickly follow as they enter the area.)

Amy: Get back here, you dumb kids! (Iggy and Lemmy approach a water shooting gallery. Iggy grabs one of the guns and shoots it at Amy.)

Iggy: Yahaha! (We see water hit Amy in the face as she falls to the ground.)

Amy: Ah! (We see Beat skate past her as Chuck helps her up. Beat skates over to a corndog stand and grabs ketchup and mustard bottles.)

Beat: Borrowing these! (We cut back to Iggy running away as Beat skates in front of him and squirts the contents of the bottles into Iggy's face.) Order up! (Iggy throws the shard as he stumbles back into a cardboard cutout used for pictures. It shatters as he falls through it.)

Iggy: Ow... (We cut to Lemmy as he catches the shard and continues rolling away.)

Lemmy: Nanananana! Try and catch me! (We cut back to Amigo and Tidus as Roy and Morton continue their chase. Roy stops and shoots another Bullet Bill at them. It strikes the ground behind them and explodes, sending them in different directions.)

Amigo: Waaaaah! (Amigo lands in a stand with stuffed animals inside it. A shadow suddenly looms over him as the camera pans to see Roy pointing his Bill Blaster at him.)

Roy: Any last words, monkey?

Amigo: (Smiles.) Looks like you beat me. (He grabs a large stuffed Robbie the Rabbit stuffed animal.) How about a prize? (He stuffs the stuffed animal into the Bill Blaster and runs away.)

Roy: Huh? (The Bill Blaster starts making noises as it turns red. It suddenly explodes as Roy is now gone. We hear him yelling as he suddenly drops into the water in the background. We cut to Tidus getting up as Morton runs towards him. He slams his hammer onto the ground as Tidus rolls out of the way and gets up.)

Tidus: My turn now! (Tidus slashes at Morton, who blocks with his hammer. Morton then pushes Tidus away before slamming his hammer into Tidus' side.) Ow! (We cut to Lemmy rolling through the carnival as he suddenly stops. He looks around, realizing he's no longer being followed, and wipes his brow.)

Lemmy: Phew! (Chuck's voice is suddenly heard.)

Chuck: Hey! (Lemmy looks over to see Chuck come out from hiding behind a dart stand. He's holding darts in his hands.) Think I can hit a bullseye? (Chuck throws a dart at Lemmy as we see it hit his ball. The ball pops as Lemmy flies into the air and hides in his shell. The shard is blown away out of his hands. Amy suddenly pops out with her hammer.)

Amy: Don't mess with Amy Rose, kid! (Amy hits the shell away with her hammer. We cut back to Tidus and Morton, who is standing over Tidus with his hammer raised.)

Morton: Morton smash you now! Hahaha! (As Morton laughs, Lemmy's shell flies through the air and hits him in the head, knocking him out. Amigo runs over and helps Tidus up.)

Amigo: Are you alright, mister?

Tidus: Yeah, just a bit scratched up. (Chuck, Beat, and Amy run up to our heroes.)

Amy: Hey, have you guys seen a gem around here?

Tidus: A gem? (Amigo turns around and points at something.)

Amigo: Is that it? (Everyone looks towards what Amigo is pointing at. We see Shadow Mario holding the shard in his hand while looking at our heroes.)

Shadow Mario: Wow, talk about a pain in my side. Who thought a bunch of losers like you could give my siblings so much trouble. (Amy holds up her hammer.)

Amy: You better give my gem back right now or I'll smash you into next week!

Shadow Mario: Some very important people want this jewel. But if it's a fight you want... (Suddenly, Larry Koopa (Super Mario), Wendy O. Koopa (Super Mario), and Ludwig Von Koopa (Super Mario) pop up onto the building next to Shadow Mario while laughing.) It's a fight you'll get! (He points his paintbrush at our heroes as the Koopalings jump towards the heroes. We see Wendy hit Beat with her wand before running away.)

Beat: Hey! (Beat skates after her. Ludwig and Larry run towards the ferris wheel as Chuck and Tidus give chase. Now, it's only Amy, Amigo, and Shadow Mario.)

Amigo: (To Shadow Mario.) Looks like it's just you and me! (Looks over at Amy and smiles.) And her!

Amy: Uh... yeah. (Shadow Mario drops to the ground and slashes his paintbrush across Amigo's face, leaving paint on him and knocking him to the ground. Amy swings her hammer at Shadow Mario as he jumps out of the way and behind Amy.) Huh? (Shadow Mario uppercuts Amy and knocks her onto the ground.) Oof!

(We cut to Beat chasing Wendy to the roller coaster. Wendy jumps onto the back of the cart and shoots a magic ring at Beat, which trips him over.)

Beat: Gah!

Wendy: Later, skater! Hahaha! (The other patrons look at Wendy in confusion as the cart starts up a hill. We see Beat get up and skate onto the tracks. He begins grinding up the rail towards the cart. As the cart gets to the top of the hill, Wendy looks back to Beat coming towards her.) What?! I thought I put you outta commission! (The cart starts dropping fast down the hill as Beat catches up. He grinds downwards after the cart as Wendy shoots more magic at him. He ducks as it goes over him.)

Beat: Haha! Now this is skating! (The cart goes in a loop as Beat follows. As Beat gets to the top of the loop, the cart begins passing beneath him. Beat drops down to where Wendy is. He quickly takes out spray paint and sprays it onto her.)

Wendy: Aaaah! My pearls! My bow! (The cart quickly goes up another hill, bucking Beat and Wendy off. We see Wendy yell as she flies into the water. Beat lands on the pier and uses his skates to stop himself.)

Beat: What a rush! Gotta try that back in Tokyo-to. (We cut back to Shadow Mario as he trips Amy with his paintbrush.)

Shadow Mario: You're all a bunch of dummies! (A maraca suddenly hits Shadow Mario in the back of the head. The camera pans over to see Amigo, now with no paint on his face, as he shakes two more maracas.)

Amigo: Time to sambaaaa! (He throws the maracas. One hits Shadow Mario in the head as he hits the other away with his paintbrush.)

Shadow Mario: You're making me mad! (He throws the paintbrush as it twirls around and hits Amigo down.)

(We cut to Larry and Ludwig pushing people out of the way as they enter a ferris wheel bench. They shoot magic projectiles at Chuck and Tidus as they pursue. Chuck passes a Whack-a-Mole machine and tears the tied up mallet on it off of the machine. Tidus looks at it.)

Tidus: I'm not sure if that'll do a lot of damage.

Chuck: Well, I don't have a sword like you.

Tidus: Fair point! (They continue running as they jump into the bench following Larry and Ludwig. They look down at Chuck and Tidus.)

Ludwig: You wanna play Whack-a-Mole, huh? Alright... (He raises his wand.) Let's play! (Magic surrounds the wand as we cut back to Chuck and Tidus. A fake Ludwig appears behind them as Chuck quickly turns and whacks it on the head, making it disappear. Another appears to their right and Chuck hits that one too. This continues as their benches reach the top and they become mostly parallel to each other. Tidus jumps towards the Koopalings' bench, hanging onto the side of it.)

Larry: How's it hangin'! (Larry begins stepping on Tidus' fingers.)

Tidus: Gah! (He pulls his hand away, leaving him with only one hand to grab the bench.)

Larry: Bye bye! (He lifts up his leg again as the mallet suddenly flies through the air and hits Larry in the face.) Wah! (Larry falls off of the bench. We cut to see Larry land on a slushy stand, crashing through into the slushy machine.) Oh... (We cut back to Tidus as he crawls up and slashes Ludwig off of the cart.)

Tidus: Yah! (Ludwig flies off as we see him land, shell first, on the high striker from before. The bell on it rings as Ludwig looks dazed into the air.)

Ludwig: Oooh... not fun... (We cut back to Amigo as he dances wildly around Bowser Jr., shaking his maracas.)

Amigo: ¡Arriba, arriba! (He throws his sombrero onto Shadow Mario's head. The large hat covers his eyes as Amigo cartwheels over and spins Shadow Mario around wildly. Amy then runs towards Shadow Mario.)

Amy: Now for the finishing touch! (Amy smashes her hammer into Shadow Mario, sending him into the water next to the pier. Amigo's sombrero flies off of him as Amigo catches it and bows. We see the other heroes run up to Amigo and Amy as they all gather around the water. Instead of Shadow Mario popping out of the water, Bowser Jr. does, no longer disguised.)

Bowser Jr.: Waaaah! You're all meanies!

Tidus: A disguise?

Chuck: Why'd you and the others come after us, kid?

Bowser Jr.: M-M-Master Mind told me to get your stupid jewel. He said that if I did... I could see my papa again. (He pauses.) But I think papa... he's... (Bowser Jr. begins bawling.) My papa's gone! M-Master Mind killed my papa. He-he promised that we would all rule together. (Our heroes look at each other concerned. Amigo then leans down and offers Bowser Jr. his hand. He helps him onto the pier.) Thanks...

Amigo: You're welcome!

Bowser Jr.: Master Mind wants to rule the world. (He holds out the Shadow Crystal shard.) But I don't wanna rule here. I wanna go home. (Amy grabs the shard and puts her hand on Bowser Jr.'s shoulder.)

Amy: Hey, kid, we'll take care of this guy for you. We'll make sure he won't do anything to this world.

Bowser Jr.: (Sniffles.) Promise?

Amy: (She looks at the other heroes.) We promise.

Bowser Jr.: I don't want him to hurt me or my siblings.

Tidus: Maybe you can hide out with the carnival workers here. (He pulls out his sword.) We'll make sure he doesn't get to you though.

Amigo: (Looking upwards, dreamily.) I wish I could live at a carnival.

Bowser Jr.: (Sniffles.) Thanks. You guys aren't as dumb as I thought. (He smiles.) Kick Master Mind's butt for me. (He runs off to find his siblings.)

Beat: Well, gang, looks like we found ourselves a new objective.

Tidus: Then we better find Master Mind.

Amy: (Looking at the shard.) And I think my gem is gonna be useful for more than just a necklace.

Amigo: Then let's goooooooo! (Amigo shakes his maracas and runs off. Chuck looks over at Tidus who just shrugs. Everyone follows after Amigo.)

End of Episode