Paper Mario is the second installment to the Paper Mario series of games for the N64. This was the sequel to the SNES title Super Mario RPG: Legend of the Seven Stars.

Bowser has invaded the land of the stars and stolen the magical Star Rod--a scepter that has the power to grant the wishes of whoever holds it. He uses the Star Rod to imprison seven star spirits in order to harness their mighty power. With this power, Bowser kidnaps Princess Peach, makes himself invincible, and scatters the imprisoned star throughout Mushroom Kingdom. You play as Mario, and it's up to you to find the stars and defeat Bowser.

The game is broken up into the field screen and the battle screen. Mario and his party move around on the field screen where you interact with items, enemies, and people in real time. If you touch an enemy you will enter the battle screen. If you strike the enemy in the field screen you will get an attack before the battle starts. If the enemy hits you they go first. Battles are turn-based, and you have the option of jumping or using the hammer and have your teammate aid you in the fights. Mario can hammer the first enemy in line on the ground (and should hammer spiked or fire-based enemies), or he can jump on any enemy on the ground or in the air. The sidekick has a basic attack and an additional special attack. If you find special blocks, you can upgrade your partner which will increase their power and allow him/her to learn new powers. Your partner will also help you on the field screen by allowing you to cross chasms, travel on water and even becoming invisible. Leveling up occurs throughout the game and is fairly simplified. He has six stats with the very basic stat being health. Mario's flower points allow him and his partner to pull off special moves. Badge points allow Mario to wear badges that give him special abilities or attacks. Mario's jump and hammer attack also increase and later on you find a more powerful version of these items. Besides this as you save stars you also gain a new star spirit technique that is much more powerful than your other moves but can only be performed when your star gauge is full.