After you clear out the Mushroom Kingdom for goodies, head southeast on the map to reach the pathway that leads to Tadpole Pond.
Kero Sewers
The sewers can get a little confusing, especially after you drain the water and try to search for the pipe that leads to the chest near the springboard.
Belome
- HP: 500
- Attacks: melee (licks the target), launches a large blue orb of what seems to be water, can turn allies into scarecrows, and can swallow either character for a few rounds.
Belome is fairly simple, just make sure Mario is level 6 by the time you reach this fight, and that you equip him with the Trueform Pin.
The Trueform Pin will negate Belome's scarecrow effect, and since Mario is the power house in this fight, it's best to have him with it equipped. If Belome attacks him with the scarecrow ability, nothing will happen.
Use Mallow's Thunderbolt as much as possible, it deals about as much damage as a two hit Super Jump (however the Super Jump can pass 100 easily if enough jumps are made).
When Belome gets down to about 200 HP, he'll swallow one of your characters for a few turns. Keep your remaining character's HP topped off, but continue to attack if healing is unnecessary.
The Flood
After defeating Belome, the giant door will open and a torrent of water will gush out. Mallow and Mario will futilely try to close the gate before being washed away.
Midas River
The pair will be washed out of the sewers and into a safe mini-game. Try to collect all of the coins here, because if you can get 60 on your first try you can get a Frog Coin.
Press 
rapidly to climb the water fall temporarily; this is only useful in helping you move horizontally and reach coins or passages just above your current position. Note that there are Frog Coins as well as regular coins.
After the waterfall you'll land on a barrel and the second part of the mini-game will begin. Your goal is to grab even more coins while riding on top of a barrel. The barrel floats down within one of two lanes. Each lane has a different layout of coins that you can grab by pressing to jump. Time your jumps to grab coins, jump to other barrels, and avoid fish. If your barrel collides with another barrel, you'll stay on the one you were on, and it will slide over into the other lane and continue onwards.
When you finish the mini-game completely, you'll finally rest on land where a save point and a toadstool is. Talk to the man to have another go at the mini-game, however it will cost you 30 coins. Note that there is a distinction between the coins you collected during the mini-game, and normal coins. The ones you get in the mini-game are collected and kept by the man at the end. Depending on how many you get, he'll give you a reward. If you don't get enough, he'll save the coins and total them with any more you collect in the future (if you choose to try again).
Save the game and move on to continue the story.
Tadpole Pond
Walk to the northeast and step on the stone. The tadpoles will greet Mallow and be excited about Mario. Frogfucius will appear, hanging off the end of a fishing pole hung by a Lakitu, and welcome the two as well. He then orders the tadpoles to make a bridge, and then you can jump your way across to Frogfucius' little island.
Frogfucius will talk about whats going on, how Princess Peach is no longer at Bowser's Keep and that Bowser himself is also lost. Afterwards he'll order Mallow to go with him, and then reveal that Mallow is not really a tadpole but an orphan that Frogfucius found one day, floating down the river in a basket with the name "Mallow" on his belt. He will then tell you two to head off to Rose Town to learn more about what's going on.
Speak with Frogfucius again to trade the Cricket Pie for the Froggiestick, a weapon for Mallow (it acts like Mario's Hammer and deals significantly more damage than his bare hands).
Read the sign on Frogfucius' island to see "So La Mi Re Do Re Do Re"; when you jump back across the tadpoles, run to the southeast and take the pathway into Melody Bay. This area is a small mini-game like area where you can receive the Alto Card from Toadofsky (the composer on the northeast side of this area). He can also give you some information about the mini-game, but to get it done, simply go back to the southwest side and step on the stone there.
- Making music
To compose music, you will place the tadpoles in a sequence which will then be replayed after you set them all up. If you place them in the correct positions, you'll receive the Alto Card (an item that lets you into an area much later in the game). When you step on the stone on the southwest side of the pond, a tadpole will appear and begin swimming along the width of the [[[WP:Staff (music)|staff]]. When the tadpole has landed on the place where you want it to stay, press to jump on it. You should do this just when the tadpole begins moving towards the place where you want it to stop, otherwise you might end up jumping on the location just after the one you wanted. To receive the Alto Card, place tadpoles on the following locations: second to bottom line (So), space just above the second to bottom line (La), top space (Mi), second to top line (Re), second to top space (Do), then Re, Do, and Re once more. If done correctly, Toadofsky will be extremely pleased and will rush off after giving you the reward.
Rose Way
- Frog Coins: 1
- Enemies: Arachne, Crook, Shy Guy, Snapdragon, Starslap
- Coins: 4xLarge, 4xCoin Chests
- Items: 1xFlower, 1xMushroom
This area is fairly simple, and contains some good rewards. The final section also contains five chests, one with a mushroom and four that contain five coins each. After you get the mushroom (northwest most chest, the one to the right as you enter), the chest will return as another chest with five coins. You can exit and reenter the area to collect the 25 coins over and over again. You can also grab the coins without fighting the Shy Guys if you time your jumps correctly. The easiest method is to just run up, hit it five times and run away before the Shy Guy even approaches the bottom of the chest.
At the end of Rose Way you'll see Bowser commanding some of his soldiers: several Shelled Warriors, Robed Magi, and Goombas. He'll then march them out of the area. Head in the direction they went reach Rose Town.
Rose Town
- Frog Coins: 2
- Flowers: 3
Rose Town is under siege when you get there. The atmosphere is dark, similar to when Mushroom Kingdom was being attacked by Mack. Arrows are raining from the sky in random spots, and some are striking the citizens of the town, freezing them in place temporarily.
Head into the Inn (farthest southwest building) for a conversation with a child and his mom. The kid will get Mario to play with his Super Mario dolls (Mario, Peach, Bowser, and some strange blue man). Mario will control Bowser, while the kid will pull out the blue guy, whom he calls Geno. After Mario pounds him against the wall, the kid will fire the Super Star Blast and miss the Bowser doll, smashing Mario against the wall so hard he gets knocked out. The game will fade to black. In the darkness of what seems to be night, the dolls in the corner of the house will have a visitor. A beam of light dances around the room before shining on the Geno doll. The doll then grows into a full sized person, begins walking around, bumps into a wall, and then walks out. Control is given back to the player, and Mario is found in bed upstairs. You can save here.
Forest Maze
Head through the first two sections, making sure to grab the two mushrooms. This zone has many free mushrooms scattered about, but be weary of free things because some are actually mobile, hostile mushroom enemies that will begin moving and attack you if you get too close. In the third section with the stump, if you can jump on the caterpiller 10 times you'll receive a Frog Coin.