It is unlocked by accessing the Goal Pole of World 3-4 after the ! Switch is activated on the World 3 Map. The level introduces Bob-ombs and Ice Snake Blocks, the latter of which make their only appearance in this level. Lemmy Koopa awaits the players at the end of the level; defeating him allows the players to advance to World 4.
The level starts with ice cubes, several Dry Bones and ? Blocks (one of which contains a Penguin Suit). To progress, Mario and co. must enter a Warp Pipe. When they comes out, they must fall through some Donut Lifts onto an Ice Snake Block, which must be used to progress through the level. Along the way, Mario and co. must avoid large icicles that fall onto the Ice Snake Block and platforms with spikes. There are three circus balls which the players can jump on to reach the first Star Coin. The Ice Snake Block leads to a platform with another Warp Pipe.
After entering the pipe, there is another pipe which continually spawns Bob-ombs. The player must use the Bob-ombs to break ice cubes to access second Star Coin and continue through the level. More Bob-ombs must be used to free another Ice Snake Block. The last Star Coin and a Red Ring are located along the ensuing ride. The Ice Snake Block ends at a pipe leading to a secret area with a Penguin Suit and three Circus Balls, and a row of Brick Blocks, the leftmost of which contains a 1-Up Mushroom. After the pipe and blocks is the door leading to Lemmy Koopa.
Kamek makes Lemmy's circus ball bigger so it becomes harder for Mario and co. to reach and hurt Lemmy. As soon as it occurs, the two smaller platforms between the doors lower. Lemmy uses the same tactics as in the tower battle however this time, he shoots more Circus Balls at once adding some extra challenge, the Circus Balls can be bounced on to reach Lemmy. After being hit twice, Lemmy's ball further increases in size. It is recommended to attack Lemmy before he can get back on his Circus Ball upon every hit, Lemmy will take three spins in his shell so stomp on him the moment he emerges.
- Star Coin 1: The first Star Coin, along with several other Coins, is floating above a row of Donut Blocks. Mario and co. should bounce off Lemmy's circus balls to reach the area.
- Star Coin 2: The second Star Coin is at the very start of the third area, boxed in by big Ice Blocks. Mario and co. should destroy the Ice Blocks with Bob-ombs to make the Star Coin accessible.
- Star Coin 3: The third Star Coin is surrounded by many rows of Donut Blocks and can be easily jumped to.