I got this game and the N64 the Christmas after it came out. I fell in love with the N64 and the game itself. It was the first game I had ever played that wasn't a side scroller. A 3D adventure game, it was amazing! The game takes place in Peaches castle where Bowser has taken control of the Castle and planted "stars" in the painting levels. the more "stars" you get, the more levels open up and you can then go to the "Bowser" levels, and at the end of those, fight him, there are only 3, but the game offers more than that! Each level has 6 main episodes, and a secret one (collect 100 coins). I can recall 3 secret levels, the places where you'd go and unlock the different colored blocks for powers(Red: Flying Cap, Blue: Invisble Cap, Green: Metal Cap). The game offers 120 stars total. It's a fun game, one of my favorites till it was stolen.