This level takes place in a castle. Start by sucking in the enemy that jumps down from the wall above. Go in the door and jump over to the microphone. Press B to destroy all the visible enemies. From there, you can fly up to a room guarded by a cannon. Inside are two ghosts and two Pep Brews. Alternatively, if you already have full health, just go through the nearby door. Inside the hall, suck and blast enemies in your path. Beware the bomb; either suck it quickly or avoid it entirely to avoid it exploding.

The next room is more complicated. Masks will appear that are impervious to harm until they try to attack. There are two paths you can go by. The first, longer path takes you into an aquatic area containing a lot of enemies and a Pep Brew. Although you get Invincibility Candy later on, we suggest going left until you find a doorway, which brings you to the same place anyway. Inside are ghosts and floating Mumbies, which are immune to sucking. Suck the ghosts and spew them at the Mumbies, or alternatively destroy them all with Air Pellets. Then, take the Warp Star to the miniboss: Lololo.

Hey, it's that guy from Adventures of Lolo! He's your miniboss this stage. His gimmick is coming out of one of the four doors on the right, pushing out a block as a projectile, and running back in. He's actually fairly simple to defeat. Suck in his projectiles, and then blast them back at him before he runs away. Do this three times, and he will retreat. Go follow him.

Inside the next room is a pyramid of breakable blocks. Of you want, you can fly above it to find a doorway. You'll be surrounded by enemies, but don't worry! Go inside and defeat the two ghosts before grabbing the Pep Brew and the Spicy Food. The food will let you shoot fireballs until the clock runs out, making it easy to defeat the enemies outside. Alternatively, you can just remain low this section of the game and bypass these enemies completely.

Outside is a staircase with more enemies, including a bat. Defeat them either by using the fireballs from earlier or, if you've timed out or bypassed them, conventional sucking and spitting. The next room contains a lot of floating Gordos. Beware! These spiky enemies deal twice as much damage as other foes! Fortunately, you can float to the left to grab a Pep Brew if necessary. Ignore all of the doorways except for the one on the top right. Fly to it carefully, while avoiding being hit by enemies.

Outside is the second to last part of the stage. Quickly suck and attack the advancing enemies before they can hurt you. Jump up the stairs and go in the door and face the boss.

This boss fight is essentially the miniboss times two. Twice as many doors and twice as many enemies, each with their own independent three health points. They'll come out of a left and right door each at random, pushiing blocks all the way to the other side before emerging again.

The most obvious strategy is to simply suck the block and spew it out immediately, getting hurt in the process. Although doable, this is very risky, especially if you have less than maximum health to start off with. A better strategy is to run away a bit before shooting back the block, then either jumping up or falling down to the next level before you get hit. Patience is a virtue here, since you'll mostly want to hang around the middle two levels waiting for the right opportunity. Don't be afraid to run away, you have all the time in the world with this boss.

Eventually, you'll defeat one of the pair. The final part can take a while, but so long as you act rationally, you should be fine. When you're done, grab the star to complete the level.