Super Mario 64 Official Wikia

Wing Mario Over the Rainbow is a secret course in Super Mario 64 in the 50-Star room with the entrances to Tick Tock Clock, Rainbow Ride, and Bowser in the Sky. It is also one of the three secret levels in both games where Mario uses the Wing Cap to collect eight Red Coins and get a Power Star. The entrance to the level is found in a niche up the left wall on the third floor of Princess Peach's Castle, opposite of the entrance to Rainbow Ride. The level contains two platforms with a Cannon on each and four solid clouds, which are connected by rainbows. There are two clouds in which Mario can fly straight through (one of them containing a red Coin only in the N64 version and the other containing a 1-Up Mushroom in both the games). There are six Red ! Blocks strategically placed around the level, making it easy for Mario to renew his flying power and fly from one cloud to another. However, if the player falls off, they will not die, but they will actually return to the pond outside the castle. Trying to stand on the transparent clouds will also send the player falling into the abyss. This may actually be a fate worse than losing a life as the player will have to climb all the way back up to the third floor to re-enter the level. However, in the N64 version, if the player loses all their health by taking damage, they will respawn outside the level (like what normally happens if they fall out of a main level), but in the DS version, if the player loses all their health, they will still respawn outside the castle and the number of lives remaining will show up once the player regains all their health and gets out of the water. There are two Bob-omb Buddies in this level and Mario has to talk to the one on the lower cannon to open up both the cannons. The Bob-omb Buddy on the upper cannon will tell Mario the Red Coin locations (only in the DS version).

In Super Mario 64 DS, the level was retitled Over the Rainbows and went through a few changes: two trees and a Black Brick Block have been added, and the Red cCin that was on one of the transparent clouds was moved to the regular cloud located under the group of green poles.


This course has two Power Stars to collect, one of which is exclusive to the DS version.

Star 1: 8 Red Coins

Using the Wing Caps and cannons, Mario must fly around the level and collect eight Red Coins to make a Power Star appear at the Star Marker on the cloud that the player has started on.

Star 2: Black Brick (DS only)

A Black Brick Block can be found on one of the clouds. If Wario can carefully get to the cloud where the block is (either by long jumping or by use of a cannon), he can break it to earn a Power Star.


  • This course is only course, as well as the only secret course, in the DS version that doesn't have Luigi's Cap even when he's unlocked. However, he can still enter the level.
  • Light shines out of the entrance to this course.
  • This is the only secret level that features the use of cannons. It is also one of the few areas in the games to have more than one cannon, along with Bob-omb Battlefield and Cool, Cool Mountain.
  • The course's name resembles the song Somewhere Over the Rainbow, sung by Judy Garland of The Wizard of Oz movie.
  • In the games, the level is counted as a cold course, as Mario will not fall asleep while in it; instead, he will shiver as he would if he were in Cool, Cool Mountain and Snowman's Land, due to the high altitude. However, he will not shiver in Rainbow Ride or the Tower of the Wing Cap/? Switch and will instead fall asleep, meaning that these courses are not counted as cold courses, despite also taking place within the sky.


Full Area Screenshots