This was the second best game ever made on the n64. They did a great job converting mario from 2d to 3d. The way they set up the levels was also a stroke of genuis.
The way its set up is you have a castle and you beat levels and get stars the more stars you have the higher level youy can advance to. This would be copied by Gex 3 deep cover gecko, but very well.
You have different hats that let you fly, become metal, and many more. The graphics were top notch fro its time. Next gen games like Blinx looked worse than this game in my opion. This is the best platformer ever and with Sunshine and Super Mario 64 DS this is a series that will never die. I give it a 10/10.