The player controls Mario and a number of partners to solve puzzles in the game's overworld and defeat enemies in a turn-based battle system.

The battles are unique in that the player can influence the effectiveness of attacks by performing required controller inputs known as "action commands".

[2] There is also an on-screen gauge to display Star Energy, which is required to perform another type of move that accumulates in number as the player advances through the game.

The player can locate hidden battle upgrades in the game's overworld, which promotes one partner character to a new rank at a time.

[4] Progression through Paper Mario depends upon interaction with the game's non-player characters (NPCs), who would often offer clues or detail the next event in the storyline.

Set in the Mushroom Kingdom, the game begins when Mario and Luigi receive an invitation from Peach for a party at the castle.

The player controls Peach in a variety of minigames each time Mario saves a Star Spirit, such as baking a cake for a Shy Guy or even cloning the appearance of Bowser's minions with a magic umbrella.

At the end of every gameplay segment with Peach, she overhears Bowser speaking about the bosses Mario beats before being discovered and then transported to her room again.

The game's story centers on Mario as he tries to reclaim the seven Star Spirits, who have been sealed in playing cards by Bowser and his assistant, Kammy Koopa.

Peach is playable between chapters, where she allies with a star kid named Twink in the castle to relay vital information to Mario regarding his quest.

Peach throws a huge party to honor Mario and his allies for saving the entire kingdom, which is then followed by a parade during the credits.

Aoyama took inspiration from the graphics of PaRappa the Rapper, cel animation, and the work of Walt Disney and Looney Tunes for the art style.

All of the game's compositions were written by Yuka Tsujiyoko, with a reprised arrangement of previous Super Mario themes by Koji Kondo.

[19] The game's music mostly received positive reviews, with Lucas M. Thomas of IGN describing it as "vividly appointed with catchy, expressive tunes and comical audio cues.

[1][2] GameSpot noted the "exciting and somewhat strategic" battle system, which requires the player exploit the enemies' weak points.

[2] The "refreshing" action command features was praised in particular for adding originality to a battle formula that was present in many games of the same genre.

[5] IGN claimed the game was "the best RPG for Nintendo 64", calling it "fantastically deep, intuitively designed, and wonderfully rewarding".

[5] Despite this, enemy design itself was bemoaned for being "corny and generic", with notable exceptions to some of the Paper Mario's original boss characters.

IGN noted some paper-based visual effects such as when Mario folds in a bed to sleep, but complained about character zoom-ins, which revealed "a pixelated mass of colors".

[44] The game was also well received upon release for the Virtual Console, with IGN's Lucas M. Thomas stating "it's held up very well even placed into context against its GameCube and Wii era sequels, and it's an RPG for goodness sakes".