Wrote this a few days ago. :) Had the need to re-orchestrate something, and after a few failed attempts (the boss battle music from "Yoshi's Story," the Piklopedia from "Pikmin 2") I finally arrived at Twilight Town, from "Paper Mario 2: The Thousand-Year Door." This was an interesting challenge, because of Paper Mario 2's heavy usage of synthesizers for musical effect. Instead of turning bleeps into instruments, I had to take instruments and turn them into orchestral instruments. Sounds like an easy difference, but if you think about it, it is much easier to draw your own interpretation of a stick figure than the Mona Lisa.
This cover song actually strays away from the original by quite a lot, and I'm very proud of how it turned out. In addition to turning the eerie synthesizers of Twilight Town into orchestral instruments, I decided to see how well I could write a song using only double reeds (as an oboist myself, this was critical) and strings. I almost accomplished that (in addition to a full double reed and string section, there's a harp, a snare drum, a cymbal, an accordian, and a piccolo).
The accordion was a last minute idea before I started writing this song, and I'm glad I chose it. It really adds a sort of "eerie town" feel. Other highlights definitely include the piccolo, which I was inspired to use after noticing a beautiful (though incredibly subtle) piccolo trill during the rhumba of Eric Whitacre's "Godzilla Eats Las Vegas." All the instruments but the harp are powered by Garritan Personal Orchestra, but I stuck to Sibelius' harp because GPO's harp is ridiculously peculiar.
I like my version way better than the original, but the original is still worth a listen. If you'd like to hear eerie music in Paper Mario 2, though, I'd recommend "Twilight Trail," which I may very well follow up with a re-orchestration. I'm missing the critical clicking instrument in it, though, so we will have to see.