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Bowser Jr. arrives in the Dark Lands after Bowser breaks free from the cage. He tells Bowser of a gang of seven Koopa bandits led by Roy, Lemmy and Ludwig (the Koopalings of course) that can aid him on his quest to defeat the Mario Bros.. Meanwhile, Mario and Luigi are continuing their daily business in the Mushroom Kingdom when Toad tells them of Bowser's new plot to conquer the galaxy. After Toad ushers them to the castle, Peach brings them up to speed on what's going on and proposes that they gather an army again.
This time, the Mario crew travel to the Desert Kingdom, where Princess Daisy reigns. She only agrees because Luigi manages to defeat King Totomesu in battle after all of the Mario crew get caught by Daisy's guards and thrown into the dungeon.
Meanwhile, Yoshi hatches in Brooklyn and they desperately try to find their way back to Yoshi's Island. The Warp Pipe instead takes them to the Dream Kingdom, where Bowser has reached.
In the Dream Kingdom, Bowser meets King Wart, who makes a deal with Bowser to help him conquer the galaxy. Despite Bowser's burning desire to conquer the galaxy alone, he agrees to seal the contract as it would look bad on him if he waged war with the people of Subcon. Bowser later notices the Yoshi running away, so he orders Kamek to hold him hostage.
Meanwhile, Mario's adventure across the land hasn't ended, as they manage to go to the Comet Observatory after Lumalee turns into a Launch Star despite lamenting the fact that he didn't perish at the hands of Bowser.
At the Comet Observatory, they encounter Rosalina, who is reluctant to help as she claims that only she can rule the galaxy and does not require any further help. Suddenly, they spot an airship coming their way, driven by Roy, Lemmy and Ludwig. Mario takes on the Koopalings before they can harm his friends, but he fails to beat Lemmy, who blows up half of the Comet Observatory with a Bob-omb.
Rosalina uses her psychic powers to bring them back down to the land safely, but as soon as they reach the land, Bowser spots them and orders Kamek to capture them. He is unable to capture Rosalina, who rivals and bests Kamek's magic abilities, and feigns an alliance with Bowser. She then captures the Mario crew and they get dragged into the dungeons.
They begin to plot an escape, but Rosalina meets them in the dungeon, and tells them that they're allowed to escape, but first they must all best the Koopalings in combat.
They best the majority of the Koopalings, but they struggle against Lemmy and Ludwig, whose magic knocks Daisy and Toad out. Mario and Luigi give them 1-UP Mushrooms, so the fight continues as usual. Peach hammers Ludwig through the floor with ease, but Lemmy's magic grows stronger and he summons clones of himself to swarm the Mario crew. After they figure out who the real Lemmy is, he goes inside his shell and hammers Luigi, Toad and Daisy down. Soon enough, Mario and Peach best Lemmy.
Bowser Jr. appears in his Koopa Clown Car, and he hammers Peach into the ground. Mario pulls Bowser Jr. out of the Clown Car, grabs a Cape Feather and slams Bowser Jr. through the ground. Bowser reveals that he had fooled them all and was instead going to drop them into the lava. Rosalina realizes her mistake, kicks Bowser in square in the face and rescues the Mario crew.
Bowser does not give up, however. He chases them through the galaxies, breathing fire, punching and going into his shell to attack. The Mario crew manages to best Bowser, but he claims that he has established his castle as the center of the universe. They all get pulled into space, where the final fight occurs. The final boss theme from Super Mario Galaxy 2 plays, and the fight is reminiscent of that game. The Mario Crew attack by hurling meteorites at Bowser, but as soon as he is bested a second time, he uses his magic to pull the galaxies together and the 3rd phase begins. Bowser's army go all out and attack alongside him, capturing Peach, Luigi, Toad, Daisy and Rosalina while Bowser makes a tactical retreat.
Mario follows them, but he realizes that Bowser will try to kill his friends. Bowser grows twenty times his size and punches Mario. Mario notices that Rosalina left her wand behind and utilizes its power against Bowser's while the galaxies continue to compress. Mario saves his friends, Yoshi steps in and eats Bowser after Bowser shrinks back down to his normal size.
(I know this is weird but it's just a prediction )