The level starts with a cannon on top of a round stone in water, a silhouette of a Airship is in the background, Mario jumps into the cannon and blasts him to the Airship, starting the level.
The airship is covered in rocks that Bob-ombs can blow up. There are cannons constantly shooting then constantly and conveniently. Cannons are scattered across the second half of the stage.
At the beginning of the ship, it is a flat part with a barricade of rocks, Bob-ombs shoot out of cannons that Mario can use to his advantage. Behind that are Thwimps that jump over pits filled with drills. On the other side of that is a airship with wheels spinning in a cloud of fog. One of them has a Warp Pipe that is blocked by stone. There is a ? Button that activates a cannon shooting Bob-ombs. When it blows up, the rock gets destroyed, when Mario enters the pipe, he goes in a area with a screw that when spun on, causes platforms to lower, they rise after a while into a drill filled ceiling, some platforms have screws on them to refresh the platforms.
After that, there are claws carrying rocks, they are dropped in crates that are shipped to the second half, after they drop the rocks, they pick up another. Mario must stand on the pile of rocks they pick up, he will be picked up and dropped in a crate.
In the second part, Mario will jump out of the crate and reach the checkpoint, now the place autoscrolls as cannons fire in many random directions, but then the player reaches a pipe, leading to a fight with Larry Koopa.