Over the Rainbows

Wing Mario Over the Rainbow (retitled Over the Rainbows in Super Mario 64 DS) is one of the three secret levels in Super Mario 64, where Mario uses the Wing Cap to collect eight Red Coins. The entrance to the course is through a hole with light coming out of it on a ledge to the left of Tick Tock Clock, opposite of the entrance to Rainbow Ride. One of Wario's rabbits can be found in the upper alcove on the entrance to this level.

Layout
The platforms around this course are clouds that Mario has to fly between using the Wing Cap or cannons. If the player falls into the abyss below, they will be dropped into the lake in front of the Mushroom Castle with no life lost. However, in the N64 version, if the player loses all health by taking damage, they will respawn outside the level, but in the DS version, if the player loses all health, they will still respawn outside the castle, and the number of lives remaining will show up once the player regains all their health and gets out of the water.

To open up both cannons, the player needs to make it to a large pink platform with the Bob-omb Buddy (who is located on the lower cannon) and talk to him. In the DS version, another Bob-omb Buddy appears on the upper cannon and can detect the Red Coin locations. Two of the clouds are transparent, and Mario can fly right through them. Trying to stand on transparent clouds will make the player fall off. One contains a Red Coin (only in the N64 version), and the other contains a 1-Up Mushroom. One other cloud has a group of green poles hanging down from it.

In Super Mario 64 DS, the course went through a few changes: Two trees and a Black Brick have been added, and the Red Coin that was on one of the transparent clouds was moved to the regular cloud located under the group of green poles.

Missions
This course has two Power Stars to collect, one of which is exclusive to the DS version.

Red Coins
Using the Wing Cap and cannons, Mario must fly around the level and collect the eight Red Coins to make a Power Star appear at the Star Marker on the cloud that the player started on.

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

Trivia

 * This is the only secret course that utilizes cannons. It is also one of the few areas in the game to have more than one cannon, along with Bob-omb Battlefield and Cool, Cool Mountain.
 * In Super Mario 64, Wing Mario Over the Rainbow is counted as a cold course, as Mario will not fall asleep while in it; instead, he will shiver as he would if he were in Cool, Cool Mountain and Snowman's Land, due to the high altitude.
 * However, Mario will not shiver in Rainbow Ride or Tower of the Wing Cap and will instead fall asleep, meaning that these courses are not counted as cold courses, despite also taking place within the sky.
 * If water is modded into these three courses, the water will behave as freezing water only in Wing Mario Over the Rainbow, as in Cool Cool Mountain and Snowman’s Land.