Wing Mario Over the Rainbow

Wing Mario Over the Rainbow is one of three secret levels in Super Mario 64, where Mario uses the Wing Cap to collect eight Red Coins and get a Power Star. The entrance is on the left side of the third floor near Tick Tock Clock in a niche high up in the wall, opposite to the entrance of Rainbow Ride. The level contains two platforms with a cannon on each, and four solid clouds, which are connected by rainbows. Two of the clouds are transparent and Mario can fly straight through them. A Bob-omb Buddy appears, and Mario has to talk to him to open the cannons.

There are six red ! Blocks strategically placed around the level making it easy for Mario to get from one cloud to another. However, if Mario falls from the level, he will not die, but he will actually land in the pond outside Princess Peach's Castle. This may actually be a fate worse than losing a life, as Mario will have to tread all the way back up to the third floor to reenter the level.

In Super Mario 64 DS, the level was retitled Over the Rainbows.

Star 1
Using the Wing Cap and cannons, Mario must fly around the level and collect the eight Red Coins to make a Power Star appear.

Star 2 (DS only)
A black Brick Block can be found on one of the clouds. If Wario can get to the block (either by long jumping or use of a Cannon), he can break it to earn a Power Star.

Trivia

 * The name "Wing Mario Over the Rainbow" is a reference to the song "Over the Rainbow".