This is and interesting new dynamic to the classic Mario rpg battle system. As far as gameplay goes it is pretty similar to the first one only now you have an audience which can increase your start power faster based on how well you battle. They each have a story as the partner characters did in the first game but there stories are more interesting and slightly more meaty. In this game they start out around the same power was mario and you can increase their power like in the first game. In the first one if your partner was attacked for 6 damage they would be knocked out for 5 turns as thought they only had 1 HP. On the topic of party members they now have instead of a single hit point regular hitpoints like Mario himself. I have only one small gripe with it and that is that it is some what more difficult to use the star power that will heal you and party members instead of it just healing you shoot at specific optio ns such as FP and HP this is made harder because there are poison mushrooms that if hit you will have to pause for a second. In that respect because there were a lot of little sub stories that ended up being interesting on their on I'd say that this one was more interesting and less liner then the first game. The main story is liner for the most part but there are quite a few twists and turns and there were little stories along the way which actually happened to be compelling which I wasn't expecting. The characters for this game ended up being unexpectedly interesting. This game was exactly what I had wanted it was really a true sequel to the first Paper Mario game for the N64.