Disclaimer: I don't own Mario and I'm not making money off this.

Author's Notes: While looking through Super Paper Mario beta elements, I noticed a green Boomboxer that looked a lot like Mimi and this little origin story popped into my head.


Bopping her head to the beat, the young Boomboxer stood off to the side of the walkway, her overturned top hat at her feet, beseeching passersby to toss in a Rubee or two as appreciation for the soundtrack she was providing for this brief stretch of their commute. Her music wasn't particularly amazing and most people kept on walking, but she smiled at them all the same, enjoying the music coming out of her own head. She beamed in gratitude at every glint of red that did drop into her hat, but inside, her heart sank as the minutes turned to hours without the sort of return she had been hoping for. She was so desperate for funds, she didn't even turn her nose up to the near-worthless coins a couple foreigners donated to her hat. During a lull in the foot traffic, she quickly dug into the hat and counted up her spoils. She could buy a new hat, and maybe a cheap sundress, but that's all.

"I guess there's no new wardrobe for me…" She sighed, before huffing in frustration, the smile completely gone from her face. Now she'd have to figure out another easy way to earn some Rubees.

"Money troubles, eh?"

The Boomboxer jumped and spun around to face the gnarled old woman who had been watching her. The girl's skin crawled at the look the witch was giving her, but she wasn't one to be easily intimidated and stood tall – relatively speaking. "What's it matter to you?" she snarled.

The old woman smiled. Her teeth were yellow and crooked, and she caught the look they inspired in the Boomboxer's eyes. "Heh heh heh, I see we're kindred spirits."

"I doubt it – I'm not creepy and nosy," sneered the girl.

"Spirited indeed!" cackled the witch. "You're a fan of beauty, so of course you're no fan of mine. But I think we can help each other." To keep the Boomboxer's attention, the hag pulled a bag of Rubees out of her robe and loosened the opening. The girl's eyes glinted red, and the witch's smile widened. "You see, I'm not too fond of what I've become. I may have gained great skills and knowledge over the years, but I lost my youthful good looks… And I want them back."

The Boomboxer looked up at the sharpness of the old woman's last statement. "You mean like… anti-aging potions?"

The witch shook her head. "Not strong enough, my child. I don't just want to look young, I want more – some might say I'm greedy, but I think you can appreciate the desire to go beyond just any old look… no pun intended."

The girl nodded. "Yeah. I get so bored if I look the same every day. I've been trying to save up for some new clothes – nice, fancy ones that'll make everyone notice me, especially boys, but, well…"

"Busking is easier said than done," nodded the witch sympathetically.

"Unless you give me those Rubees," grinned the Boomboxer. "I'll play a song just for you."

"I'll give you the Rubees, but not for a song. Like I said before, I think we can help each other. I am researching shape-shifting potions, you see, and it's hard to analyze their effects when I'm the one being affected."

"So what? You need me to be your guinea pig?" The girl took a step backwards, shaking her head. "Nuh uh, I'm no one's icky little lab rat."

"No, no, it's not like that at all," insisted the witch. "The potions will help you too. Once we perfect the formula, you'll be able to change your appearance with a mere thought. You could wear every dress in every store and not have to pay anyone a single Rubee."

The girl hesitated, part of her screaming at her to grab her hat and run, the other part being drawn to the sack of Rubees now being held out by the witch. "And of course," continued the crone, "I'll pay you for your time. You may not need it for clothes, but there's still plenty of other things I'm sure you're just dying to purchase…"

The Boomboxer's thoughts clouded by the thought of hiring handsome waiters and bodyguards and lifeguards to watch over the unprecedented beauty, riches fame that shape-shifting could bring her. "A girl can never have too many nice things…" she said dreamily, inching back towards the old woman

"Especially a pretty young thing like you."

"Yeah…" nodded the girl, her logic becoming overwhelmed with the promises of endless free clothes, hunky admirers and red, red Rubees. "…A girl like me."


"I- I d-d-don't feel well…"

"Relax my child, the stomach ache will pass. Do you want something to wash it down?"

"Nnnnno, it's- it's not my- my stomach… I… m-m-my head… it really hurts."

"That's supposed to happen."

"But- but you said…"

"Your mind needs to adapt to the new abilities the magic is granting you: it means the potion is working. We might have finally gotten the formula right!"

"I h-h-hope so… But- but you didn-n-n't say it'd h-hurt this much."

"We all must suffer for our beauty."

"I thought m-magic was sss-ssssupposed to b-be nice?"

"People romanticize everything. Just lie back down."

"But it hurts."

"Just lie down"

"It huuurts."

"Don't whine, just lie down."

"S-stop, l-l-let go of m-m-me."

"Just lie down and let the potion take its course."

"But you're h-hurting m-m-m-m-meee."

"Lie down."

"You're hurting meh-meh-meh-me!"



With a sudden burst of strength, the girl flung the old woman off of her. The witch clattered to the ground and the young Boomboxer swung her legs off the side of the table. She staggered a bit – it felt like she was on a boat in choppy waters. Her skinny arms slid across the counter as she tried to steady herself, sending a few vials of potions smashing to the ground. The witch's hands wrapped around the girl's wrists and she struggled through the fog of pain. It felt like her head was going to split open. She didn't know why the witch was still experimenting – they figured out how to get the girl's appearance to change weeks ago. The dress she wore now had been conjured up by her – and learning to do that hadn't hurt. Learning to change herself to look like other people had been a bit more difficult, but the magic hadn't hurt then either. But this last potion… The last week of potions had all been pretty bad, really. But this one was the worst, and she didn't know why she had even taken it. What experiment was left? The witch said she wanted to perfect the recipe before she tried it, but this wasn't perfection, this was just painful.

"ST-STOP! L-LET G-G-G-! MI-MI-MI-MEE!" The girl struggled to form coherent thoughts, she looked up into the witch's eyes, cold and excited as she watched the girl writhe in her grip. Suddenly the Boomboxer doubled over, shrieking in agony. She moved with such force her arms were ripped free and she clutched at her head, staggering backwards away from the old woman as the speakers that made up the sides of her skull began to crack. The girl cried out as she felt the pieces sliding off, struggling to grab them and hold them in place but she couldn't. Her appearance wasn't changing. She was changing, and she couldn't control it.

She clawed at the sides of her head in panic, her fingers being met with the grating metal that made up the innards of the strange creatures known as Boomboxers. They were organic, but also machines, but feeling the inner workings of her skull just made the girl's mouth open wide in a voiceless scream, her pupils diluted with terror as she suddenly felt something else – something deep inside, struggling to come out.


The witch watched in horror as the girl fell to the floor, her body contorting. There was a sickening crack as her head twisted around, snapping her own neck and sending her fragmented skull lolling. But there was something else in the naked gears – a shadow that spilled forward, first in one long shaft, then another and another. Six beams of darkness in total – all bent in the middle and hypnotically waving around like a blinded spider groping for prey. All the while, the girl's garbled voice chocked out "MI-MI-MI-MI" as if she had lost the ability to say anything else. "MI-MI-MI-MIMIMIMIMI-MIMIMI-MIMIIMIMIIIIIIII!"

Suddenly the legs all jabbed themselves into the ground, and working as a unit, they lifted the little girl into the air, her body dangling limply from the gear-filled head that had sprouted the monstrous legs. The witch stumbled backwards, staring with disbelief at what she had created. She knew the last potion was pushing it – she wanted to tap into the core of the girl's power, but she didn't know it would manifest itself like this. This was not the epitome of shape-shifting she had envisioned, it was an abomination. A monster.

"MIMIMIMIMI!" screamed the creature. "THIS IS THE TRUE MIMIMIMIMI!"

"She's still sentient," gasped the witch as the spider advanced on her. "By the Ancients, what have I done?"


The End