250px-Huff N Puff

Huff N. Puff is the main antagonist of chapter 6 in the game Paper Mario, and often considered to be the hardest boss. He has the appearance of a gigantic yellow cloud with red eyes.

Huff N. Puff used a Puff Puff Machine to cover Flower Fields with clouds, and held the sixth Star Spirit, Klevar, captive. He was angry when Mario broke the Puff Puff Machine, and fought him, but was defeated, and destroyed in an explosion that scattered the Tuff Puffs inside him.

In the credits parade, Huff N. Puff is shrunk by the five Yoshi kids and chased by Gourmet Guy, who wants to eat him.


Huff N. Puff has 60 HP, an attack power of 5, and 0 defense. He can jump on Mario, blow wind at Mario that the player must press A repeatedly to reduce this to 3 damage at the least, and charge up to strike Mario with lightning for 10 or 12 damage. Whenever he takes damage, a Tuff Puff breaks off of him. Tuff Puffs can attack Mario to do damage until he presses A repeatedly to stop them. Huff N. Puff can swallow the Tuff Puffs to heal any damage done to him. The only way to stop him is to destroy the Tuff Puffs.

If Mario puts on Stone Caps (to make him unable to move yet unable to take damage for a few turns) and has Goombario (at Super or Ultra Rank) charge up his attack power until it reaches 30 or 31, a Headbonk or Multibonk will be sufficient to kill him with one attack.


  • Huff N. Puff's name comes from "Huff and puff", a saying by the Big Bad Wolf when he blows the Three Little Pigs' houses over. Huff N. Puff has a similar attack where he exhales a gust of wind at Mario.
  • It is likely that he was originally a Ruff Puff transformed by Bowser with the Star Rod, much like the Goomba King.
  • As he takes damage and Tuff Puffs break off him, he gets smaller.
  • If Lakilester is the active partner when Mario confronts him, the cloud boss will respond differently, addressing him by his old nickname "Spike", and calls out his former minion for his betrayal.