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When you gain a level inPaper Mario: The Thousand-Year Door, you’ll be given a choice to raise one of three stats for Mario. There are Health Points (HP), Flower Points (FP), and Badge Points (BP). Unfortunately, it’s impossible to have all three maxed without the help of Badges. There isn’t a “best option” for leveling up, and the stat you choose to increase should be based on your preferred gameplay/strategy. However, one stat may take priority over the other when you’re just starting your playthrough. As you advance throughThousand-Year Door’s campaign, you’ll have a better idea of what to select upon leveling.
How Do You Level Up?
Star Points
To level up inPaper Mario, you need100 Star Points. Every time you win a battle, you’ll earn Star Points. The amount gained is calculated by Mario’s current level and your opponents' levels. Naturally, the higher your level, the less Star Points you’ll earn from weaker enemies. The max level is 99.
If you’re having trouble grinding experience, then you’re able to turn your attention tothe Pit of 100 Trials. This area becomes available after you’ve defeated Hooktail and return to the Thousand Year Door. As the name indicates, the Pit of 100 Trials is home to a series of levels where you’ll fight monster after monster. There’s a “checkpoint” every 10 levels that allows you to return to the surface if you need to stock up on supplies. However, you’ll have to start back from the first floor if you leave early.

Every Level Up Bonus & What They Do
Health, Flower, and Badge Points
After gaining a level, Mario will stand before the audience and three blocks will appear over his head. Hovering over each stat will give you an explanation of what they do. They are, in order:
You can also see how much that stat will increase should you choose it. Health and Flower Points increase byfive pointswhereas Badge Points increase bythree points. Whichever stat you choose, Mario and his partner willfully recovertheir HP, FP, and gain some Star Power from the audience.

Raising your HP will only add five points toMario’s health. If you want to increase your partner’s stats,you’ll need to use Shine Sprites.
How Should You Level Up?
Which Stat Should You Prioritize?
For your first handful of levels, you’ll want to choose HP and FP. You may struggle with triggering a Superguard against later enemies, and regular Guard (A-button) won’t protect you from every move. Even if you successfully block an enemy’s attack with a regular Guard, you might still take one point (or more) of damage. This can lead to trouble if Mario has a low total of HP.
Flower Points come in handy when you start gaining more partners and face enemies that can’t be damage by the regular Jump or Hammer attack. In fact, there are some enemies that are impossible to defeat without Special Moves (in the beginning chapters). Since FP is shared between Mario and the active Partner, you’ll likely want to prioritize this one, too.

YourBadge Points (BP) are arguably the best stat to raisewhen you level. Once you’ve gained some HP/FP, you should focus on BP. You’re going to be collecting countless Badges in your playthrough, but you won’t be able to equip all of them. Furthermore, Mario’s Special Moves (ex: Quake Hammer) are locked behind Badges. If you don’t have enough points, you won’t be able to equip what you need, leaving Mario with a limited “move pool” in battle. Finally, Badges can also affect your Partner. These are usually indicated with the name of the badge followed by a “P” (ex: Power Rush P).
If you’re worried about your HP/FP, there are some Badges that will increase both stats.

If you have enough BP, you can potentially equip several Badges that benefit Mario as well as the active Partner. Remember that each Badge requires a set amount of BP. You may have a Badge that takes up one point, but you’ll have another that needs three. This is why you should prioritize your BP after evening out HP/FP.
A good place to “stop” leveling up your HP is when Mario has an even ratio of HP and FP (ie: 30 points each). From there, you can focus on BP. Once your BP is at a decent level, return to increasing HP and FP until you have a near-even ratio of stats.