This is the fifth 3D game in the series, and the twelfth game in the "Super Mario" series. The levels of this game are much more straight and flat than the other 3D games, almost like side-scrolling games. Many past power-ups and characters return, such as False Bowsers, the Super Leaf and Boom Boom. There are new power-ups, such as Boomerang Mario, and White Tanooki Mario. There are also new enemies and a female partner of Boom Boom named Pom Pom.