they took what they had with paper mario 64 and expanded upon it greatly. what i loved about paper mario 64 and all the other mario rpg's was how they expanded upon and really built context into the mario universe, with this game it really felt like they had a lot of creative freedom to add a bunch of wacky creative stuff into the mario universe, having mario go into a whole new locations not really seen before in mario games. almost each chapter always has something interesting going on and almost all of them are memorable. it would get a five if it weren't for that one chapter where you have to backtrack a bunch.