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Anti Guy: This is an ultra-tough Shy Guy in Shy Guy's Toybox. He guards a Power Plus Badge. You can fight him for the Badge if you want...or you can try to bribe him. Rumor has it that he likes Lemon Candy...
Bootler: Bow's butler at Boo Mansion. He tends to worry about her too much, but his intentions are always noble.
Bowser: I'm sure y'all know about Bowser. In this game, he steals the Star Rod, and kidnaps the Star Spirits and Princess Peach. Defeating him should restore peace to the world.
Chanterelle: The singing diva at Club 64 in Toad Town. If you can help her get a new song to sing, perhaps you will be rewarded.
Chet Rippo: This shady character hangs out around Toad Town, offering to raise one of your stats for a fee. Don't do so, however, because he will also lower your other stats. o_O
Chuck Quizmo: This strange fellow can sometimes be found in the towns of Paper Mario. Talk to him, and a game show will pop out of nowhere, and he'll ask you a question. Get it right, and you'll win a Star Piece.
Club 64's Bartender: The bartender at Club 64. Not much to say about him, I just think he looks cool. =P
Crystal King: Not much is known about the Crystal King, other than he lives in the Crystal Palace, guards the final Star Spirit, and is able to duplicate himself.
Fice T.Fice T.: The guard who guards the entrance of Forever Forest from Toad Town. He'd be pretty good at his job if he wasn't so darn afraid of ghosts...
Fishmael: This guy doesn't really do anything in the game. He just hangs out at the docks of Toad Town and fishes.
Fuzzipede: Fuzzipede hangs out at the Toad Town dock, and always seems to have the worst luck. Whether it's becoming bait for a fisherman, or being swallowed by a whale, Fuzzipede has lived threw it. All these experiences seem to have made him quite bitter...
General Guy: He is the leader of the Shy Guys in Shy Guy's Toybox, and is directly responsible for guarding the fourth star spirit.
Gooma: Goombario's grandmother. Apparently, she's popular with her grandchildren.
Goomama: Goombario's mother. He gets annoyed at her sometimes, but he still loves her, even though he's too embarrassed to tell her. =P
Goomba King: The self-proclaimed Goomba King. He lives in a fort on Goomba Road and is a general nuisance to passer-bys. Mario would do good to teach him some manners!
Goombaria: Goombario's little sister. Like most siblings, they get on each other's nerves, but they still care for each other.
Goompa: Goombario's grandfather. He's apparently very wise, and tells lots of stories of his youth.
Goompapa: Goombario's father. He's always willing to help out his family by fixing stuff.
Gourmet Guy: Gourmet Guy describes himself as an "ordinary, food loving shy guy". =P He works for Bowser, but has a weakness for a well-baked cake, and is willing to help anybody who provides him with one.
Harry: He runs Harry's Shop in Toad Town. However, the Toad who runs the other shop in town looks exactly the same...hmmmmm....
Herringway: A mystery novelist who lives in Shiver City. While writing, he tends to lock himself in a hidden room of his house, and disappear for days at a time.
Huff N Puff: Huff N Puff is causing all the clouds in Flower Fields, as well as guarding the sixth Star Spirit.
Jr. Troopa: Jr. Troopa is a bully, even though he's still young enough to be in his shell. =P Anyway, he will follow you throughout the game, challenging you occasionally.
Kammy Koopa: She's Bowser's number 1 henchwoman in the game. She basically hangs around Bowser and takes orders from him.
Kolorado: An archaeologist koopa with a British accent and a love for treasure. He has a wife at home in Koopa Village, but often forgets about her on his expeditions. =P
Kolorado's Wife: Obviously, the wife of Kolorado. She's always worried about Kolorado being away from home, and ends up getting quite annoyed by it.
Koopa Koot: An old Koopa living in Koopa Village. He tends to get people to do errands for him, and he generally rewards them with a single coin. =P Occasionally, however, he does give better rewards...
Lakilulu: Lakilester's girlfriend. She appears nice and sweet, and she usually is, although she can have a bit of a mean streak if she doesn't get her way.
Kent C. Koopa: This huge Koopa is a bit of a bully. He stands in the middle of Pleasant Path late in the game, charging people if they want to pass. If you can defeat him, he'll go away, however.
Lava Piranha: The Lava Piranha lives deep within Mt. Lavalava, guarding the fifth Star Spirit.
Lily: A flower living in the pond at Flower Fields. Like the other flowers, she thinks she's the most beautiful, however Lily also tends to be off in her own little world a lot of the time. =P
Luigi: Mario's perennially ignored brother. In this game, he doesn't do much other than hang around at home being bored. =P
Master Poet: The Master Poet is the best lyricist around. However, he can't seem to come up with a good tune. Find him one, and you may be rewarded...
Mayor Penguin: The mayor of Shiver City. He's very popular with the citizens of Shiver City, even if he is a bit absent-minded.
Mayor Penguin's Wife: Mayor Penguin's wife. She tends to blur reality with the murder novels she reads, and has a bit of a problem with over-exaggeration. =P
Merlar: Merlon's dead ancestor. o_O She knows the secret of Crystal Palace, and will help you reach it.
Merle: Merlon's son. He lives in Starborn Valley and watches over the young Star Kids there.
Merlee: Merluvlee and Merlow's sister. She hangs out in an alley in Dry Dry Outpost, and can cast a spell on you to do various things to help you in battle.
Merlon: Merluvlee, Merlow and Merlee's grandfather. He lives in Toad Town, and is willing to impart his wisdom with Mario...for a price.
Merlow: Merluvlee's little brother, who lives with her on Shooting Star Summit. He collects Star Pieces, and will trade Badges for them.
Merluvlee: Merlow and Merlee's sister, Merle's daughter, and Merlon's granddaughter. She lives on Shooting Star Summit and will help you locate Badges, Star Pieces and Super Blocks if you pay her.
Minh T.: Toad Town's resident green thumb. She tends a garden, and she's looking for Magical Seeds to plant. If you give her four magical seeds, something special will happen...
Moustafa: This mouse from Dry Dry Outpost knows the secret of Dry Dry Ruins. However, he's very difficult to find, as he doesn't let himself go out in public undisguised.
Ninjakoopas: There are four Ninjakoopas: Red, Black, Yellow, and Green, with Red as their leader. They are Ninja Turtle wannabes, and they are guarding the first Star Spirit for Bowser.
Nomadimouse: As his name suggests, he's a nomadic mouse. He hangs out on the path to Dry Dry Outpost.
Oaklie: This odd guy lives in the depths of Forever Forest. By talking to him, he can give you hints on how to make it out of the forest alive.
Princess Peach: Princess Peach, like in most Mario games, gets kidnapped by Bowser. Mario has to rescue her, as well as recover the Star Rod.
Penguin Police Chief: The police chief of Shiver City, or as Goombario calls him, the PENGUIN PATROL. Anyway, he does an adequate job, but his ability as a sleuth are a bit suspect. =P
Petunia: Petunia lives in Flower Fields. She feels that seeds should never be planted, because once they are, the plant is stuck in one place, not free to travel like a seed is. o_O
Posie: Posie is another flower of Flower Fields. She apparently lives on the richest soil deposit in Flower Fields, and this has made her nose grow extra large. She, of course, is very proud of her large nose. =P
Postmaster: This guy tends the Post Office in Toad Town, and is apparently Parakarry's boss. Other than that, he doesn't do much in the game.
Radio Contest Toad: This guy sponsors a radio contest. By delivering certain items to him, he will give you other items in return. He's also considered "eccentric" because he likes to dress in sad...
Raphael the Raven: Raphael is the leader of the ravens on Mt. Lavalava. If you find him deep within Jade Jungle, he'll be able to help you a great deal...
Rhuff: Rowf's son. He likes to help out his dad with his shop, but tends to mess up more than help. =P
Rip Cheato: He lives deep within the depths of Toad Town Sewers. If you find him, he'll sell you items in a predetermined order. Most of the items he sells are a waste of money, but he occassionally sells something worth buying.
Rosie: Probably the most vain of all the Flowers in Flower Fields. She values beauty over all else, so she won't help you unless you give her something beautiful. o_O
Rowf: He runs a travelling Badge Shop with his son, Rhuff. He sells a LOT of Badges you won't find anywhere else, so be sure to visit him often.
Russ T.: The resident genius of Toad Town. You can visit him whenever you want hints on secrets and other things.
Sun: Well, if we can learn anything from Paper Mario, it's that the sun is not a ball of burning hydrogen, it's actually an owl-like creature. o_O Anyway, the sun in Flower Fields is depressed because the clouds are in his way, and he can't shine.
Tayce T.: This kindly old woman loves to cook. If Mario brings her ingredients, she'll cook them for him, free of charge! Later in the game, when she gets a Cookbook, she'll be able to cook with two ingredients at once.
Toad Minister: He's probably a high ranking government official, but we never really know, since he spends the whole game captured in Bowser's Castle. =P
Tolielip: A mischievious flower in Flower Fields. He gives Mario hints, but his hints always have something incorrect in them...if Mario can decipher what's incorrect, however, he can be useful.
Tubba Blubba: This guy guards the third star Spirit, and has a taste for ghosts...Rumor has it that he's invincible...
Tutankoopa: Tutankoopa guards the second star spirit for Bowser, and is an expert at maniupulating Chomps. His bark is much worse than his bite, though. =P
Twink: Twink is a star kid that just got promoted up to Star Haven. When he finds Peach locked in her castle by Bowser, he sticks around with her, helping her to sneak around and sending messages to Mario.
Vanna T.: Chuck Quizmo's sidekick. You can just think of her as the "Vanna White" of Paper Mario. She doesn't really do anything but stand around and look pretty. =P
Whacka: Whacka is a happy mole-creature that lives on Mt. Rugged. If you hit him with your hammer, he'll give you a Whacka's Bump, an excellent healing item. However, hit him too many times, and he'll...die...=(
Wise Wisterwood: This large tree oversees everything from the center of Flower Fields. If you have questions about Flower Fields, you should ask him. He also acts as the doorway to Toad Town. o_O
Yoshi Village Chief: The chief of Yoshi Village. Not much is divulged about him, but he's apparently a pretty benevolant leader.
Yoshi Village Chief's Friend: The village chief's best friend. Apparently, they've been friends ever since they were little kids.

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