The player starts on a section of the ground with a ? Block containing a power-up, as well as Ludwig's icon in the wall. A large mechanical block that moves on platforms with gears on them appears in the following section. Fire Bars are found throughout the section, and sections of the ground can be used to avoid the block, one of which has a Bony Beetle in it. A section with three ? Blocks is found, one of which contains a power-up, and three Brick Blocks with a Bony Beetle on them is found. Another section containing a large mechanical block follows, and the platforms with gears on them are used to cross a pit. More Bony Beetles and Fire Bars are found, and a row of coins is found on a platform at the end of the area. Following the section with the large block, the boss door is found next to a Hidden Block containing a Fire Flower. A cannon is found through the door, leading to Ludwig's airship. In battle, he clones himself twice. After jumping on the real Ludwig three times, he is defeated.
- Star Coin 1: Up along one of the top platforms in the area with the first giant block is the first Star Coin.
- Star Coin 2: At the second giant block, the player must run to the left to obtain it, then jump to avoid getting crushed.
- Star Coin 3: Before the boss door, the player must freeze a Bony Beetle and launch it at the Star Coin.
- In the room containing the cannon leading to Ludwig's airship there is a Luigi-shaped shadow on the wall.