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Bowser 3 takes over the Star World and kidnaps all of the Stars so that Mario cannot have the power-ups they create, but Sutakichi manages to escape and flees to Dinosaur Land, where he meets Mario, Luigi and Yoshi, who agree to help him. They initially go looking for the Star World Yoshis, but they cannot find them, so they decide to go to the power-up factory, localized on the Star World central hill. After reaching the hill, now protected by a dome, the group finds the Stars and their leader and free them. Bowser 3 appears and sends the Super Mario Bros. 3 enemies on the heroes, who manage to defeat them. Sutakichi then helps Mario by freezing two Fire Snakes with a power-up the Stars were working on, the Ice Flower. Bowser 3 decides to attack, but the Star World Yoshis return and give Mario a bag of Super Mario Bros. 3 power-ups that turn him into Super Power-Up Mario. Mario defeats Bowser, but then crashes on the factory, whose dome disappeared alongside Bowser 3.