Kirby weakining a Towtow, while Peach gets ready to throw a Trophy Stand at it.

Sea of Clouds is the third level of The Subspace Emissary. It is the last cloud level and is slightly larger than Skyworld. Sea of Clouds has more enemies than Skyworld does too. The only difference between Sea of Clouds and Skyworld, is that Skyworld is all sky, but the third part of Sea of Clouds is ground.


The first cutscene begins the level with Kirby and either Peach or Zelda riding on Kirby's Warp Star through the sky. They then land on the Battleship Halberd. The player must choose to play as Kirby or Zelda/Peach to go through the first part, which is nothing but walking across the Halberd. In the cutscene after the first part has been passed through, an Arwing is shown weaving its way through weapons fired from the Halberd. The Combo Cannon sends its arm up towards the ship and connects with it. The Arwing falls into a crash course with Kirby and the princess, barely missing, but the slipstream from the nearby crash is so strong, it sends both characters flying off of the Warp Star. As Kirby and the Princess fall through the clouds, the player can choose which one he wishes to play as.


After the first cutscene, the player must pick either Kirby or Zelda/Peach to play as. All they must do is run across the Halberd, which is the first part of the level. No enemies are present on the Halberd. After exiting this part, another cutscene plays showing Kirby and Peach/Zelda falling through the clouds from the slipstream of a nearby Arwing crash. After this cutscene, the player is taken to the second section of the level. The player should begin walking to find Primids following him. He should defeat those Primids. After this, he will find the path blocked with a wall of Bricks. After breaking the Bricks with an attack, the player will find more Primids and some Glunders rolling up the upper walls. After that area, the path splits, and the player must fall to a series of platforms. One platform has a Boom Primid on it, which can be defeated. After that they can fall again to land on another pathway. If the player goes to the right, he can enter a part that has a Turquoise Cube inside it. After breaking the Turquoise Cube and collecting its item, the player can go left. As he walks/runs a Poppant will run from the player, which can be defeated to receive a Maxim Tomato, a Trophy Stand, a Sticker, or some Food. The Poppant will lead the player into an area with a Brick Block staircase, many Feyeshes, and a Towtow. The player should not break the Brick Blocks. He must instead climb them to enter a hidden Door which has some Turquoise Cubes in it. After exiting there, the player can go back and defeat the Towtow and Feyeshes. As he passes the area with the Feyeshes and Poppant, he will find that the floor is moving upwards and then straight, then dropping down. Here, he will find a Primid, which he can defeat. The path is blocked with Bricks, which must be broken to proceed. After that area, the path splits again, and the player must fall on another series of platforms. One platform has a Poppant which will run from the player. Across the Poppant is a Boom Primid which can be defeated. After falling past the Poppant area, the player will land on another broken pathway with more Poppants and some clouds above it. The Poppants will most likely fall off the stage, and some Feyeshes will "swim" to the player. The player can defeat them, and get a Trophy Stand (occasionally) but if you have no other enemy, the Stand is useless. The player can then go through the door, to enter the third and last area of the level. This part has many disappearing and reappearing cloud platforms (which do not lead to a hidden door, so they are useless) as well as some Spaaks and a Poppant. After defeating the Spaaks and Poppant the path will break again. An arrow points left, but the player can go right to find a Turquoise Cube below. After passing the Turquoise Cube's area, the player can no go to the area the arrow is pointing. This causes a forced battle against some Mites and the first Spaceshifting Wormhole. Instead of defeating the Mites, the player should destroy the Spaceshifting Wormhole. After it is destroyed, the battle ends, and the player can continue. In this area, there are lots of falling boulders, which can damage players if they roll on them. Boulders move fast, and can hurt players who are too slow. They cannot be destroyed. The path breaks in the end, and goes down, but the player can climb platforms with Glunders on them to reach a platform with a Turquoise Cube. After falling down the area where the path breaks, the player enters a forced battle against Mites, Glunders, and a Spaceshifting Wormhole. The player should first destroy the Spaceshifting Wormhole, however, unlike the previous forced battle, the battle does not end after destroying the Spaceshifting Wormhole. Instead, all enemies must be defeated to move on. The player must move through an area with falling boulders, Feyeshes and Mites. Players can defeat the enemies, or ignore them. After passing through the area with the boulders, Feyeshes, and Mites, the player must defeat a Greap (two Greaps on higher difficulties). After the Greap (s) is/are defeated the player can enter the goal door and access the next level.


  • First part with Halberd- no music
  • Rest of the level- Skyworld plays

Enemies Introduced

  • Mite
  • Towtow
  • Feyesh
  • Poppant


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