The level takes place on a seaside and under water. The level makes use of the Cape Feather, Triangular Blocks and the Frog Suit. In the part of the level with all of the Triangular Blocks, the player has a choice of where to go. Going into a pipe straight away takes the player straight to the end, and going up following the Triangular Blocks allows access to the last two Advance Coins and a lot of regular coins. The level makes big use of the Switch Block and ! Switch.
うまくへんしん できなきゃ ゴールには たどりつけないぞ! Umaku henshin dekina kya gōru ni wa tadoritsukenai zo!
"If you can't transform well, you aren't gonna be able to drag yourself to the goal!"