Merlee's Basement

Merlee's Mansion's basement is the setting of Chapter 2-4 in Super Paper Mario, and as such is the grand finale of Chapter 2. It is a dreadful maze, and many of Merlee's butlers have died there.

The Adventure in the Labyrinth
As Mario, Princess Peach, Tippi, and their Pixl friends descended into Merlee's basement, Merlee contacted them. The magical projection of her told them that the sorceress was hidden somewhere in the perilous labyrinth, and warned them of the danger there was in searching for her. Mario and friends agreed to find her, and they were off.

The mansion proved a dangerous place; it was over-run with Swoopers, Boos, and other creatures of the dark. With some skilled flipping and use of Tippi's Tattle ability to find invisible platforms, though, Mario found his way to a finely decorated room.

At the top of the room was Merlee, waiting ever patiently for Mario. On Mario's appearance, Merlee offered a contract to help Mario out. However, whether the player agreed to sign the contract or not didn't matter; it soon became clear that the Merlee Mario was speaking to was a fake! In a cloud of smoke, Merlee turned into Mimi. Mimi was fed up with Mario messing with her plans. With a crack of her neck, Mimi spun her head completely upside-down and transformed into her true form: a wretched spider-like creature. Fighting Mimi was useless, so Mario had to run. It mattered not where he went; after just a few seconds in any room, Mimi would show up and the chase would continue. The door Mimi had guarded was Mario's goal, however, and he soon returned to it.

"That's My Merlee!"
With Slim's help, Mario discovered a secret door. The room through the door eventually led to a pair of restrooms: one marked "men's," the other marked "women's." The Men's Room was empty. However, the Women's Room had somebody lurking in one of the stalls. It was none other than Merlee! Mimi had stuffed her in a toilet.

Their celebration was short-lived, however. Mimi burst in and turned into a Merlee replica. The two Merlees did battle, but soon Mario couldn't tell who the real one was. Both claimed to be the real Merlee. The only way to solve the problem was through a game show hosted by the InterNed, conveniently titled That's My Merlee!

In the game, Mario had to ask Merlee and Mimi questions about themselves. After five questions, Mario had to pick which person was the real Merlee; no matter which person the player decides, the outcome is the same: it was time to battle Mimi.

With another crack and spinning of the head, Mimi once again took on her invincible true form. Merlee cowardly ran out of the bathroom and locked Mario in, stating that she'd help Mario with magic chants. The chants worked; Mimi no longer was invincible, and Mario could finally fight her fairly.

Though it was a tough fight, Mario emerged on top, and Mimi left, never to return (at least, not in the basement). Merlee was overjoyed, and graciously gave Mario the Yellow Pure Heart.

Enemies

 * Swooper
 * Shlurp
 * Boo
 * Atomic Boo
 * Growmeba
 * Cursya
 * Mimi (boss)

Trivia

 * At least from what the player witnesses, the secret door in the Basement holds the only two bathrooms in the entire mansion.