Paper Mario is the last major Mario game for Nintendo 64. It is supposed to be a sequel to Super Mario RPG but the characters are paper cut outs. King Bowser Koopa and his assistant Kammy Koopa steal the Star Rod and inprison the Seven Star Spirits. Then they use their castle to take Princess Peach Toadstool's Castle. Mario and his eight new friends have to save the Star Spirits and Princess Peach. Paper Mario was scored by Yuka Tsujiyoko, the composer for the Fire Emblem series.

These new friends include Goombario (a young Goomba who has been a fan of Mario's), Kooper (a Koopa Troopa who likes adventure) Bombette (a pink Bob-omb who is a former slave of The Koopa Bros), Parakarry (a Koopa Paratroopa who delivers mail), Bow (a Princess of Boos), Watt (a little Sparky who lites the way), Sushie (a Cheep Cheep fish who lives out of Water) and Lakilester (a Lakitu who used to work for Bowser).