Shadow Factory
Shadow Factory.png
Hack SM64 Last Impact
Stars Required 45
Boss(es) Dark Mario (Shadow Mario)
Stars Getting the Key

Red Coins

Climb the Gears

Number of Stars 2
Music Used Kirby 64: The Crystal Shards - Factory Inspection
Dark Mario Fight - Paper Mario: The Thousand-Year Door - Shadow Queen
Stage or HUB Level is located in Abandoned Village

Shadow Factory is the second Bowser stage of SM64 Last Impact, and features Dark Mario as the second key guardian. The level is a factory, with lots of moving gears and platforms and filled with shadowy quicksand.  It is accessed by using the cannon in the second overworld to shoot over the wall with the spotlights. After collecting 45 stars, the cannon will open, but not until Mario returns to the first overworld for a cutscene with Peach.

The level also serves as a gateway to the third overworld, through a gate at the start which is unlocked by the second key. The path leads to a rocket ship which takes Mario to the moon.

There are no enemies in this level, though there are moving black holes along the ground which will kill Mario instantly if he touches them.


Shadow Factory Dark Mario.png

Getting the Key

Beware the moving holes in the ground, as they act like quicksand and will kill Mario instantly. Jump over the wooden platforms to base of the central tower. Jump up to the next platform and then go along the wall to get to a corkscrew-like platform. The easiest way to get up the corkscrew is to keep the path directly in front of Mario, either by rotating the camera or moving very slowly, and tapping forward. The top of the corkscrew is pretty glitchy as well, and it’s easy to fall through the platform so it’s safest to jump onto the center of the corkscrew before jumping to the moving platform. Jump onto the platform with the red coin and wallkick up. Jump onto the nearest green cube and then double jump to the one beside the wall and platform. Be careful jumping onto the next platform because a black hole comes out of the wall, so try to stick to the edges. The next green cube section is fairly simple, though the second cube can be closer than it seems so orient the camera appropriately before jumping. One more black hole platform remains before a clear path to the top. Continue along the paths to the top of the tower, then go across the bridge and hit the checkpoint flag before entering the room. Head towards the key and a grate will shut in Mario’s face, at which point he must turn around and face Dark Mario.

Dark Mario mostly attacks by running around and diving, but after three hits he also starts summoning black holes along the ground. The easiest way to defeat him is to act defensively; wait for him to attack and hit him with a jump kick or ground pound. It is possible to chain multiple attacks in a row without too much trouble, since Dark Mario will fall down and then immediately get up and attack Mario again.  Six hits will defeat him and open the path to the key.

Shadow Factory Red Coin Star.png

Red Coins

For this star Mario must collect the 8 red coins scattered throughout the factory. Their locations are as follows:

  1. Inside the green gel cube, ground pound the cube to reach the coin
  2. On top of a floating wooden platform
  3. Over a moving black hole on the central platform
  4. On a spinning cylinder under the gears
  5. On the gated tunnel near the Thwomp
  6. On top of a sunken Thwomp
  7. At the bottom of the corkscrew
  8. Sitting on the platform on the path to the top of the central tower

After collecting all 8 red coins, the star appears at the top of the central tower.

Climb the Gears

Shadow Factory Gear Star.png

This star is at the top of the long set of gears on the wall. Head along the wooden platforms to the base of the central tower, then go across some more wooden platforms, onto the sunken Thwomp and then the tunnel. Long jump to one of the teeth on the left side of the bottom gear. The gears can be very tricky to climb, and there isn’t really an easy way to go about it. The gears rotating away from Mario (clockwise) are fairly easy to get up, but the ones rotating towards him are much more difficult. The type of jump used is far less important than the timing – the aim should be to land on the outside of a tooth, just before it goes completely vertical, so that Mario can jump off it quickly . Be very careful about getting too close to the junction between the teeth and grooves of the gears, since Mario can get squished seemingly from nowhere, which is an instant death. At the top of the gears, the star is sitting on a green cube. 


  • Dark Mario is a reference to Dark Link from the Legend of Zelda series
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