Cuphead - Runaway Debtors / Characters

A veritable Rogues Gallery of toons who owe the Devil their souls for one reason or another. As part of the deals they made, they own soul contracts — which, as the name suggests, signify that the Devil owns their souls...

Or at least he would, if these individuals hadn't run off with their own contracts to parts all around the Isles, depriving the Devil of his due.

It falls upon Cuphead, Mugman, and (optionally) Ms. Chalice to get these strange people in strange lands to cough up the contracts in order to save themselves, even as they take on increasingly vile forms and use a variety of weapons against them.

open/close all folders

In General

Anti-Villain: The only reason they're fighting the cups is because they're acting as the Devil's agents, and throw a big celebration in honor of the duo after they defeat the Devil and destroy the contracts.
Attack of the 50-Foot Whatever: While they vary in size, many of the bosses seen tower over the cups.
Deal with the Devil: All of them likewise have made deals with the Devil, but skipped out on paying them. The cups' role is to get their soul contracts from them.
Determinator: If there’s one thing they all have in common it’s that they refuse to give up. They each continue fighting in spite of receiving severe injuries, most of their body being destroyed, and the cups besting their strongest moves. Of special note are Wally Warbles, who fights you with most of his feathers gone and being lifted on a gurney by two medics, and Cala Maria, who keeps trying to kill you despite being reduced to a floating head in her last phase. Justified since they all know that losing means serving the Devil for all of eternity.
Dub Name Change: To emulate the dubbing convention of the '30s, most of their names are translated in foreign language as an attempt to sound more local, often changing the meaning and adding new puns. There's so much that it has it's own page.
Easily Forgiven: In the good ending, despite the fact that they tried to kill them, neither Cuphead or Mugman hold any grudges against them.
Everyone Has Standards: They all refused to work for the Devil and ran off with their own contracts. Needless to say, it doesn't look good on the player if they decide to pick the bad ending.
Evil Is Bigger: Downplayed. The Runaway Debtors are Anti Villains to various degrees and vary in size; however, many of the bosses seen tower over the cups.
Flunky Boss: Almost all of them have at least one phase where they send out Mooks to do their dirty work. Some of them do nothing but.
Game-Over Man: If they beat you, you get a card with their face on it mocking you with a pun related to your defeat. To really rub it in, there's a little chart at the bottom showing how close (or far) you were to beating them.
High-Altitude Battle: Five of the debtors are “shoot-em-up” bosses, which place the player in control of a plane where they must shoot them until they are defeated.
Leitmotif: Every boss in the main game has their own unique theme named after the level where they are fought, and they get most of the Awesome Music in the game. invoked
Noodle Incidents: All of them made deals with The Devil, and managed to get away with it somehow.
One-Winged Angel:
- Considering the theme of the game, you can bet that most if not all the bosses are gonna transform or change shape at least once in their respective fights. The real fun is seeing how or what they'll transform into.
- Elder Kettle actually Lampshades all the shape-shifting when you first talk to him, stating that they will turn into beasts to confront the two. It's subtly implied that the Soul Contracts give them this ability.
Physical, Mystical, Technological: The "Carnival Trio" from Inkwell Isle Two.
- Baroness Von Bon Bon is physical, being a Flunky Boss, whose henchmen use their natural physical abilities to fight. The Baroness herself uses her own head as a weapon during the final phase.
- Djimmi the Great is Mystical, using his genie magic to fight.
- Beppi the Clown is technological, mostly using theme park rides and other machines to fight. Even his final phase has him turn into a machine.
Pungeon Master: The vast majority of their game over taunts, often time with some Rhymes on a Dime.
Riddle for the Ages: We never do find out what they made their deals with the Devil for.
Sequential Boss: So many of them, enough for its own page.
The Smurfette Principle: Hilda Berg for Isle I, and Baroness Von Bon Bon for Isle II.
Smug Smiler: A solid majority of them also flash a big, sinister smile of some sort at least once in their boss fights. Indeed, most of them don't seem to be all that worried that the cups are trying to collect their soul contracts. Granted, they're justified in thinking that.
The Unreveal: The deals they made with the Devil are never fully addressed beyond being Plot Coupons. If they simply had lost to the Devil at the casino, they probably wouldn't be on the run from his influence, so the Contracts must be for other desires the Devil promised them in the past. Possibly Subverted in that it's implied during battle what they got from the Devil (like Rumor rifling through a spell book to transform and move on to her third phase).
Would Hurt a Child: The bosses are more than willing to fight the cups, despite how young they are. Granted, it's in self-defense, since the only other option is to give up without a fight and let the Devil claim their souls.
Your Size May Vary: When you battle them, many of the Runaway Debtors are gigantic and absolutely tower over the cups. In the ending cutscene where most of them are there, many of them are only the size of an average person — even the largest debtor, Grim Matchstick, is only twice as tall as one.

Inkwell Isle One

The Root Pack

https://static.tvtropes.org/pmwiki/pub/images/rootpack.png

"Buttered, smashed and mashed, it's over for you."
"Hey, little guy, it's okay if you have to cry!"
"I'm lean, mean and full of beta-carotene!"

A group of vegetables whom you fight in a garden in "Botanic Panic." They consist of three main characters; Sal Spudder (a potato), Ollie Bulb (an onion), and Chauncey Chantenay (a carrot). A fourth character, Horace Radiche (a radish), also appears under certain conditions.

Alliterative Name: Sal Spudder and Chauncey Chantenay.
Anthropomorphic Food: They're all vegetables.
Boss-Altering Consequence: When fighting The Root Pack, if you don't shoot Ollie Bulb, he'll happily leave, and the fight will move on to Chauncey Chantenay early. He'll have more HP than usual, and a radish will pop out of the ground to chase you throughout.
Card-Carrying Villain: Judging from his win quote, Chauncey Chantenay knows he's a villain and he's proud of it.
Dishing Out Dirt: Sal Spudder starts the battle off by spitting out dirt clods and earthworms at you.
Dual Boss: In the secret phase of the fight, Horace and Chauncey attack at the same time, and you can only safely stand on the ground once Horace dies.
Edible Ammunition: Chauncey can launch homing carrots at you.
Eye Beams: One of Chauncey's attacks has him firing some beams from his Third Eye.
Hypnotic Eyes: Chauncey wields these when you fight him, which he uses to send carrots at you or launch psychic beams.
Innocently Insensitive: A variant in how Ollie is definitely the most benevolent of the trio, but his defeat card can be taken as accidental Trash Talk.
"Hey, little guy, it's okay if you have to cry!"
Macross Missile Massacre: Chauncey Chantenay uses one with homing carrots of all things.
Nice Mean And In Between: Ollie is the Token Good Teammate of the pack (Nice), Chauncey knows he's a villain and he's proud of it (Mean) and Sal isn't as big of a Card-Carrying Villain like Chauncey but is still a villain overall (In-Between).
Ocular Gushers: Ollie attacks this way by crying, with his tears raining down projectiles at you.
Onion Tears: Ollie's attack is a reference to the idea that onions make you cry.
Psychic Powers: Chauncey Chantenay wields psychic abilities.
Punny Name:
- Sal Spudder is based on 'spud', a colloquialism for potato.
- Chauncey Chantenay's last name is taken from a variety of carrot.
- Ollie Bulb's last name is a synonym for onion
- Horace Radiche has his name originating from 'horse radish'.
Sheathe Your Sword: A post-launch update added an Easter Egg to skip Ollie Bulb's phase. If he isn't hit by any projectiles, he exits without attacking, but Horace Radiche pops out during Chauncey Chantenay's phase, making it slightly more difficult.
Shout-Out:
- Their name references the Rat Pack.
- A subtle one, but if you look in the background of the fight, you'll see the root pack was grown using a bag of ACME Grow.
Skippable Boss: Ollie Bulb and Horace Radiche, interchangeably. If you attack Ollie, you'll battle him normally and Horace will be skipped, but if you instead decide to Sheathe Your Sword, he'll leave without a fight while Horace Radiche pops up to attack you in tandem with Chauncey Chantenay.
Slasher Smile: Chauncey has a large toothy grin which befits his more vile nature.
Spectacular Spinning: Horace, who spins around like a top and dashes across the arena at high speed.
Stationary Boss: Compounding on the rest of their easiness factors, the main trio can't move from where they're rooted. Averted with Horace, who continuously sweeps across the arena.
Technical Pacifist: Ollie seems to be the only boss in the game who really doesn't want to fight. If the player starts shooting him, Ollie does nothing but burst into tears, though he doesn't seem to realize that his tears can hurt the player character. If the player spares Ollie, he seems relieved.
Terrible Trio: All three of them seem to be the debtors.
Third Eye: Chauncey opens his up when he starts firing his Eye Beams.
Throw the Dog a Bone: As of the 1.2 update, Ollie will pause after he appears, looking around with a scared expression. If you don't start fighting him, he'll breathe a sigh of relief and disappear back into the ground while smiling, then Horace and Chauncey will both appear instead.
Token Good Teammate: Ollie is the only of the three who doesn't mock the heroes in his win quotes, showing him to be nicer than his friends. Indeed, he doesn't directly attack at all, and (as of an update) can actually be skipped if he isn't attacked.
Warm-Up Boss: One of the first few bosses in the game (if not the first), and definitely one of the easiest; all three have incredibly obvious tells to their attacks and their projectiles don't have anywhere near high enough density to be a big threat to you. The only member of the trio that might give someone a rough time would be Chauncey, but even then, he's pretty small potatoes compared to some of the bosses you'll be facing later.
What Happened to the Mouse?: None of the trio are seen in the ending. Of course, being Stationary Bosses, it's unlikely that they could leave the garden they were planted in, though by that logic, Cagney Carnation would be the same way, and yet he's one of the bosses that appear in the ending (although one of Cagney's attack animations turns his stem into legs, so who knows).

Goopy Le Grande

"I'm a handsome slime bringing pain — one bounce at a time!"

A blue slime-like boss you fight in a forest in "Ruse of an Ooze."

Affably Evil: He might antagonize the cups, but at least he's well-mannered.
Alliterative Name: Goopy le Grande.
Attack Its Weak Point: Shooting his portrait on the tombstone is the only way to hurt him in his final phase.
Blob Monster: He's a blue slime monster, if the name of the boss and level didn't tip you off.
Boxing Battler: His attacks in the first two phases consist largely of devastating punches complete with boxing gloves.
Clipped-Wing Angel: His Tombstone has only one attack (as opposed to the two his other forms have), and it's pretty easy to dodge if you stand still until he uses it. The only real upside is the element of surprise against players who thought the fight was over.
Close-Range Combatant: Out of all the bosses in the entire game, he's the only one that lacks any ranged attacks or even helpers, instead preferring to crush the player characters or punch them.
Con Man: The title and the stunt he pulls with the gravestone implies it.
Deader than Dead: He appears to have died after his second phase, where he's dazed into unconsciousness before being crushed by a falling sentient tombstone. It's ambiguous whether the living gravestone — which the cups end up destroying anyway — is an extension of Goopy's consciousness or not. Despite this, his animator Jake Clark has confirmed he's still alive, and is Faking the Dead all along.
Determinator: The third phase of his fight involves his gravestone attacking you.
Does This Remind You of Anything?: He's a boxer who takes a special pill that turns him bigger and stronger, which gives off implications of steroid use (and the fact that he's implied to have died by the end of the second phase pushes it further).
Faking the Dead: He pulls his living gravestone trick to escape death, though the gravestone gets destroyed afterward.
The Fighting Narcissist: Each one of his win quotes talks about how handsome he is. Some of them are even in rhyme!
Guide Dang It!: Getting the parry bonus for this fight is not immediately obvious, since he does not have any projectile attacks. In order to get it, you need to parry the three pink question marks that appear when he shifts into his second phase.
Half the Man He Used to Be: Upon being knocked out in his third phase, his gravestone form cracks vertically into half.
Instant Gravestone: His third phase has one drop onto him. Then the gravestone attacks you, complete with taunting you as though it's still him if it kills you.
King Mook: Basically, a larger version of the slime enemies from Forest Follies. Indeed, a piece of Dummied Out code reveals that, upon being smashed by his tombstone, Goopy was once supposed to split off into two of the slime enemies.
Let's Fight Like Gentlemen: Tips his "slime hat" to you before the brawl commences.
The Lost Woods: Fought in a forest clearing.
Make My Monster Grow: His second phase has him eating a pill and getting much bigger.
Meaningful Name: His surname means "the great" in French and refers not only to his ego but also his size (although the grammar is incorrect; "le" is masculine, but "grande" is feminine, so technically speaking, it should be "Le Grand" or "La Grande").
Megaton Punch: His first phase has him forming his body into a boxing glove to hit you. His second form has him literally donning a boxing glove to punch at you.
Ninja Prop: The pink question marks that surround him when he transitions to his second phase are actually parryable. You'll want to remember this if you want that A+ rank.
Obvious Rule Patch: The pink question marks that appear when he takes the pill exist for the sole purpose of being parried for the A+ rank, since Goopy doesn't use projectiles.
One-Winged Angel: After swallowing an unknown pill-like object, he becomes bigger and tougher-looking. His tombstone form may also count, although it's doubtful he intended to take the form of the tombstone in the first place.
Red Boxing Gloves: On his right hand, which he uses to rough up the cups.
Shout-Out:
- His blue appearance and pointed top allude to the famous Slimes from Dragon Quest.
- The way he tips his pointed head like a hat is a reference to how Felix the Cat tips his ears.
- When he transitions from his first phase to his second phase, he changes shape similar to how the blob shapeshifts.
- His final form is, literally, a Living Tombstone.
Unskilled, but Strong: His attacks are insanely telegraphed (even by the standards of games of this nature), but they cover a wide area.
Victory Fakeout: The transition from his second to third phase. Goopy gets a dazed look on his face, an Instant Gravestone drops on him and splatters him into a million droplets… and then the gravestone starts moving around trying to squash you!
Warm-Up Boss: One of the first bosses in the game that you'll face, his attacks have incredibly obvious tells and are fairly easy to avoid, plus they have fairly simple patterns. Also, he's the only boss with no projectile attack to speak of.
What Happened to the Mouse?: He's nowhere to be found during the finale of the good ending.

Hilda Berg

"You won't get too far... it's been foretold in the stars."

A woman that can turn her body into a blimp whom you fight in the skies in "Threatenin' Zeppelin."

Ambiguously Human: Is seemingly human, but has bright pink skin and odd powers like being able to transform into a blimp, cloud constellations and a mechanical crescent moon with her face.
Balloon Belly: Her transformation into a blimp starts with her inhaling so deeply, her belly inflates.
Blow You Away: She can summon tornados from the weather vane on her head to throw at you.
Brutish Bulls: Hilda's Taurus form, which has her turning into a bull made of clouds to ram at you.
Evil Laugh: Weaponised in her standard form, no less! In her first phase and between her Zodiac forms, Hilda can attack you by sending "HA HA HA"s your way. When she transforms into her final form, this attack's gone, but she still opens the phase with a more menacing "HEH HEH HEH..."
Faceship: Played with, she turns into a ship and her face happens to be at the front.
Flunky Boss: Little planes aid her in the fight in the first two phases. In the third phase, she can summon Flying Saucers.
Flying Saucer: She summons these in her final phase. Red ones will prepare to fire as soon as they're above you, so you'll have to move forward to avoid their beams, while brown ones will prepare to fire as they approach you, so it's best to move back away from them as soon as they prepare to fire.
Gender Bender: Of the three constellation forms fought in her second phase, only Gemini is female, with Taurus and Sagittarius both being male, true to their depictions in reality.
The Hyena: Cackles incessantly in her blimp form, with lethal results. She later unleashes a much more impressive, yet non-harmful example upon transforming into her Moon form.
The Man in the Moon: Her final phase has her shifting into a huge crescent moon form where she can not only attack you with her face, but summon UFOs to hit you with their beams.
More Dakka: The energy balls summoned from her Gemini form shoots a stream of bullets in rotating motion.
One-Wheeled Wonder: While the top half of her body (before going One-Winged Angel, anyway) is merged with a blimp, the bottom half is a pair of perfectly human legs riding a unicycle — in all likelihood, the thing's power-source.
One-Winged Angel: Her "Alien Clockwork Crescent Moon" phase.
Painful Transformation: Before she changes into her final phase, she holds her head, clenches her eyes, and makes a pained moan, then her body starts spasming uncontrollably.
Punny Name: Her name is Hilda Berg and it's a pun on the Hindenburg.
Ramming Always Works: Tries this during phase 2, both as herself when transforming into one of her Constellations, and when in her Taurus form, in which this is her sole attack.
Shout-Out:
- Her hairstyle was clearly inspired by Betty Boop.
- Her airship form appears to be a reference to recurring boss Kabula from the Kirby series.
- Her Dub Name Change in the Portuguese language is Geni Buarque, a reference to the Brazilian song "Geni e o zepelim ("Jenny and the zeppelin", loosely based on Pirate Jenny) and its author, Chico Buarque.
- The whole boss fight is one big homage to Three Wonders 's Chariot: all the constellation-based minibosses (save for Taurus) apppear in the Capcom title, and the final phase is the spitting image of Hypnos, the second level boss.
- The way Hilda moves when firing her tornado attack is directly inspired by Andy Bogard's Geki Hishouken.
Sinister Schnoz: Has a very long nose, and when she shifts into her moon form, it gets even longer.
Slasher Smile: In her moon form, she sports a massive and menacing sadistic grin to go with her even more demented nose.
The Smurfette Principle: The only female boss of Inkwell Isle One.
Spread Shot: The green flunky blimps during her battle fire a spread^note, while her Sagittarius phase fires a spread of blue homing stars.
Star Power: Many of Hilda's attacks are themed after celestial objects, with her initial transformations being based on the western zodiac and her final form resembling a moon and firing star projectiles and flying saucers. Each of the Zodiac forms are introduced with an illustration of their respective constellation upon Hilda transforming into them.
Stationary Boss: She takes up enough of the screen in her moon form to prevent her from moving, other than popping her face out to signal her UFO attack.
Trickster Twins: Hilda's Gemini form, where she turns into two girls on clouds and forms an energy ball to hurl at you.
Voluntary Shapeshifting: She begins the fight by turning into a blimp, and then takes two of three different constellation-themed forms. Her final transformation into the moon, however, appears to be involuntary.
Warm-Up Boss: As the first shoot-em-up boss, she mostly serves to introduce you to the new mechanics. Much like a lot of the other early bosses, her attack tells are fairly easy to read, any gimmicks she throws out are not very difficult to manage, and even when she goes One-Winged Angel in her final phase, the bullet density is nowhere near as bad as later shoot-em-up bosses.
Western Zodiac: Hilda can transform herself into a Taurus (bull), a Gemini (female twins), and a Sagittarius (centaur with a bow and arrows). But Word of God holds that she has other Zodiac forms!
Wicked Witch: The 'wicked' part is downplayed, but Hilda certainly seems to have this theme going for her, what with her evil cackles, transformation magic, and the snout. Even her tornado attack might be a reference to the trope codifier.
Wingding Eyes: All her constellation forms have stars for pupils; this extends to her second-phase Game Over card.
Words Can Break My Bones: Her starting phase has her shooting out "HAs" at you.

Cagney Carnation

"Extreme pollination and total domination!"

A flower boss whom you fight in a forest clearing in "Floral Fury."

Alliterative Name: Cagney Carnation.
Battle Boomerang: One of his early projectiles is a sycamore seed that flies to the left over the platforms, then back across the right over the ground.
Boss-Arena Idiocy: Cagney's arena contains tons and tons of obstacles on ground level... and three floating platforms which makes those obstacles avoidable. Granted, every now and then Cagney will use his vines to cover one of the platforms, but how about picking a platformless arena instead (Assuming he isn't rooted into the ground like a normal flower is and has a choice of where he can fight, of course)?
Bullet Seed: He forms a machine gun that shoots out seeds (one of them pink) into the air before they fall to the ground and become monstrous plants.
Evil Laugh: He lets out a manic laugh as he transforms.
Eye Scream: When he's beaten, his eyes completely disappear. You can see straight through one eye hole and out the other.
Fiery Redhead: Gives the impression of one, with his orange petals and maniacal temperament.
Flunky Boss: In his first two stages, he occasionally launches seeds that sprout into enemies.
Foul Flower: A giant flower boss who acts innocent before quickly revealing his true, Ax-Crazy colors.
Game Face: He starts off looking pretty cute before...well, look at his image here. If the ending is any indication, the cute face might be his actual default.
G-Rated Drug: Cagney's fuzzies are the quickie type in the patched version.
Green Thumb: Many of his attacks are plant-based. For obvious reasons.
Interface Screw: In the patched version, if you get hit by one of the fuzzies Cagney spits at you, the screen will get blurry and distorted for a second or two.
King Mook: Looks like a much larger, thorn-covered, and malicious version of the flower people you fight in Forest Follies.
Nightmare Face: Starts his fight off by giving an innocent smile, then suddenly roars at you, stretching his mouth open. He can even stretch his face to attack you. It gets even more nightmarish-looking in his final phase. And when beaten, his face completely loses its eyeballs and his mouth hangs agape in a soundless despair wail.
One-Winged Angel: Becomes slightly bigger and spikier-looking in his final phase.
Shout-Out:
- The way Cagney moves his hands is similar to the animation of a ghost character from Fleischer Studios' short Swing, You Sinners!, who in turn is a reference to Monroe Silver, an actor and comedian of the Depression era known for incorporating similar hand motions into his routine.
- His name is obviously a pun on James Cagney. The fact that one of his moves involves turning his own head into a crank-driven Tommy Gun (because of some of James' most memorable roles being gangsters) says a lot. For triple points, one of the first great Real Life mobsters was an accomplished florist who often did arrangements for gangland funerals; to this day, flower shops are still a semi-stereotypical 'front' for cartoon mobsters.
- His pre-fight adorable-looking design is a homage to the sentient flora from Flowers and Trees, a 1932 Silly Symphonies animation, and the background is also inspired by the background artwork of the same short.
Slasher Smile: Wears a maniacal grin through his boss battle, with him really ratcheting it up in the final phase.
Soundtrack Dissonance: His battle theme, "Floral Fury", appropriately spices up the battle with adrenaline-pumping fast Latin/samba music, which is a fine tune to go along with getting yourself killed by a psychopathic flower. Then again, it's also a play on the Latin American Gangster Lands, which fits with his aforementioned gangster theme.
Stationary Boss: After spreading spiky vines along the ground, Cagney stays in a hunched position for the rest of the battle. His first phase isn't quite stationary because he can occasionally shoot his face out on the upper or lower halves of the screen (his face lunges are much faster in the patched version).
Vine Tentacles: He can grow thorny vines through the soil when battling the cups, to strike them from below.
Wake-Up Call Boss: Unlike the Root Pack and Goopy, Cagney is the first ground boss to start invoking Bullet Hell and will force you to pay attention to not only where the attacks come from, but also stay cognizant of his distinct wind-ups and whatever follows after; things that you'll need to learn if you're going to get far in the game. Fittingly, he's the final boss unlocked for the first world.

Ribby and Croaks

"We've had fightin' souls since we've been tiny tadpoles."

Two frog brothers in boxing gloves fought in a showboat club setting (ironically run by flies) in "Clip Joint Calamity." Ribby is the shorter one and wears white trunks, while Croaks is taller and wears red.

Amphibian Assault: Two giant frog boxers that are not surrendering their soul contracts without a fight.
Amphibian at Large: They tower over the cups, and appear to be human-sized, if not larger.
Bash Brothers: A pair of frogs who've been enjoying brawls since they were tadpoles. While not stated in the game to be related, The Art of Cuphead book confirms them to be brothers.
Blow You Away: Croaks can turn himself into an electric fan in the 2nd phase of the battle. This attack doesn't do any damage, but the pushing wind does make Ribby's projectile claps harder to dodge.
Boxing Battler: They are styled after boxers and Ribby fights by using elemental punches.
Dual Boss: You have to fight them both at the same time, with Ribby going to the opposite side of the screen in the 2nd phase and Croaks turning into a makeshift fan to blow you into him while Ribby sends sonic blasts at you. However, unlike the Lollipop Ghouls on the Phantom Express and the Tipsy Troop, the two frogs share health, so it doesn't matter which one is attacked.
Frog Men: The pair are frogs who fight for the amusement of the crowd in a showboat club, they made a bet with the devil and have now refused to pay their debts.
Fusion Dance: Their final phases on normal mode has Croaks swallow Ribby whole and suddenly combine into a slot machine that's only vulnerable when it starts attacking after you parry-slap the handle.
Kamehame Hadouken: Ribby fires boxing glove-shaped projectiles in his first phase.
Mirror Character: Not explicitly stated in the game itself, but they're a pair of Bash Brothers who got in trouble with the Devil, and who are now fighting for their lives to avoid having to pay up on the bargain they made. That's not very far removed from Cuphead and Mugman, is it? The artbook does indeed confirm them to be brothers and even states that this relationship is unique only to them and the cup brothers.
Ocular Gushers: Ribby will be left gushing with tears with Croaks pounding the floor when they are defeated in Simple difficulty.
One-Winged Angel: Their slot machine form, the result of a Fusion Dance as seen above.
Playing with Fire: In the first phase, Croaks will sometimes spit out burning fireflies that fly towards you.
Pun-Based Creature:
- Croaks spits out glowing bugs on fire that fly at you. They're literal fireflies.
- The flies watching the fight in the background are literal barflies.
Rapid-Fire Fisticuffs: Ribby starts his attacking by punching rapidly, which produces projectiles that zip toward you.
Shout-Out:
- The characters and their color scheme are very similar to the ones from the series Frog and Toad by Arnold Lobel.
- To Ryu and Ken from Street Fighter, made apparent by their boxing gloves and karate gi. They even do their more well-known taunts before battle (Croaks does Ken's Bring It, while Ribby lets out a Kiai as he gets into a fighting stance). In their final phase, they turn into a slot machine that includes tigers (which result in uppercuts) and bison (which result in psycho power) as part of its roulette.
- Additionally, the background featuring a cheering audience is another Street Fighter reference.
Stationary Boss: While Ribby rolls across the screen to start the second phase (and then returns to Croaks for the final phase), neither frog moves around while attacking during each phase, and the slot machine is obviously immobile.
What Happened to the Mouse?: Croaks doesn't show up for the ending, probably because he has to stay at home. Ribby, however, does appear along with the remaining debtors on behalf of his brother.
Wrong Side of the Tracks: According to their second phase's game over card, they're from the wrong side of the lily pad, which is why they're crude and bad.

Inkwell Isle Two

Baroness Von Bon Bon

"I won't sugarcoat it… you never stood a chance!"

The ruler of a candy area and boss of the "Sugarland Shimmy" level. Sends a random assortment of confectionery bosses (Muffsky Chernikov, a cupcake; Sgt. Gumbo Gumbull, a gumball machine; Sir Waffington III, a flying waffle; Lord Gob Packer, a multi-layered jawbreaker; and Kernel Von Pop, a giant candy corn^note) at you from atop her living castle Whippet Creampup before you are able to attack her directly.

Advancing Boss of Doom: In the final stage of the battle, Whippet Creampup begins to chase the cups.
Alliterative Name: Baroness Von Bon Bon. Baroness is probably not her real name but it still qualify.
Ambiguously Human: It's unclear if she's meant to be human, or a strange humanoid. Especially since she lacks a nose, has pink skin, can remove her head, and lives in a chiefly candy-inhabited setting. It's implied that she may be a bottle of soda, with her head being the cap.
Angry Fist-Shake: She frequently angrily shakes her fist at you whenever you defeat one of her minions.
Anthropomorphic Food: Among her minions are a living cupcake, a sentient waffle, an animate jawbreaker, a monster candy corn, and a mobile gum ball dispenser. Her castle is a living cake monster, which can dispense jelly bean soldiers and rolling peppermints with faces. It's hard to notice except for in the game over quote for her final phase, but Bon Bon herself is actually a bottle of soda, with her head functioning as the cap.
Barely-Changed Dub Name: Is named "Baronesa von Bombón" in the European Spanish localization and "Baronesa Bombom" in the Portuguese localization.
The Baroness: That's her title, after all.
Berserk Button: The Baroness herself doesn't have one, but her cake castle Whippet Creampup certainly does: getting its towers pulled on. Indeed, this is how she initiates the final phase of the battle; by pulling on Whippet's towers, sending it into a rage and causing it to chase the cups down.
Boss-Arena Idiocy: The arena she's fought contains a floating green candy platform right in its very middle, which can be jumped on to avoid most of her attacks.
Decapitation Presentation: Bon Bon does this with her own head in her final phase's game over card.
Detachment Combat:
- Sir Waffington III breaks his body apart and launches the pieces in a Spread Shot attack.
- The Baroness will throw her head during the final phase.
Foreshadowing: Her castle is visible from certain spots in Inkwell Isle I, well before you can actually visit it and battle her.
Flunky Boss:
- The first part of her boss battle is fighting three randomly-chosen minions, each with their own game over screen:
  - Kernel von Pop: A candy corn that flies around horizontally or vertically, occasionally spawning smaller candy corns that fly upwards.
  - Sgt. Gumbo Gumbull: A gumball machine that fires out gumballs that rain down on the cups.
  - Muffsky Chernikov: A cupcake that jumps into the air and slams into the ground, unleashing frosting shockwaves.
  - Lord Gob Packer: A jawbreaker that slowly chases after Cuphead, trailed by Invincible Minor Mook jawbreakers (none on Simple, one on Regular, and two on Expert).
  - Sir Waffington III: A winged waffle that flies around, splitting itself apart before putting itself back together.
- During the minion phase of the battle, jellybean soldiers (referred to as the Jelly Bullies squad) will occasionally charge out of the castle. The final phase of the battle has the Baroness ordering Whippet Creampup to chase the cups down, and sends huge peppermints (named Patsy Menthol) rolling out its mouth.
High-Class Gloves: Wears a pair of pink opera gloves.
Homing Projectile: Her own head acts as one, chasing down the player character to try to damage them.
Improbable Weapon User: Her candy cane also functions as a double-barreled shotgun, firing puffs of harmful sugar.
Kicking Ass in All Her Finery: Averted. While she does have a stunning appearance, she never engages the cups directly at any point in her battle.
Level Ate: Fought in a kingdom of candy.
Losing Your Head: At the beginning of the fight, her head briefly detaches while giving the cups a Throat-Slitting Gesture. Also, she can detach her own head and regrow it, even using the spare heads as projectiles in the last phase!
Matryoshka Object: Lord Gob Packer is surrounded by several layers of candy shell. Once he's defeated, each shell cracks open to reveal a smaller jawbreaker until the tiny original is exposed, which then floats away.
Off with His Head!: More like, "Off with Their Heads!"; she threatens the cups with this at the start of the battle via giving them a Throat-Slitting Gesture, complete with her briefly losing her head.
One-Winged Angel: Not her so much as Whippet Creampup, her castle, which transforms into an angered beast in the final phase.
Orcus on His Throne: Downplayed. Although most of the time she sends her mooks to do the bidding, she can also attack using a sugar cane as a shotgun.
Pimped-Out Dress: Wears one with a peppermint-striped bodice, puff sleeves, and flounces that resemble piped icing, topped off with an ice cream cone hennin hat.
Preppy Name: Baroness Von Bon Bon sure does sound like an aristocrat name, albeit in a silly way.
- Even more so the case with the (unofficial) names for her minions, such as Sir Waffington III or Kernel Von Pop.
Repetitive Name: Baroness Von Bon Bon.
Shockwave Stomp: Muffsky Chernikov produces waves made of icing whenever he slams onto the floor.
Shotguns Are Just Better: Her candy cane functions as one in the third phase of her fight, adding additional projectiles for the cups to worry about.
Shout-Out:
- The appearance of the Baroness and her barony are inspired by various cartoons' candy kingdoms, but most noticeably Cookietown from "The Cookie Carnival." One of her minions, Lord Gob Packer, is also a jawbreaker version of Pac-Man.
- Marie Antoinette may be also a strong contender, due to the infamous quote often (but incorrectly) attributed to her, "let them eat cake", and the fact that she indeed loses her head. invoked
- Her name is a reference towards Baron Von Blubba from the Bubble Bobble franchise.
- Design-wise, she was influenced by various actresses from the era of the game's design (like Betty Grable, Bebe Daniels, and Loretta Young).
Slasher Smile: Makes a wide, unstable-looking smile◊ just before she initiates the final stage of the battle.
Sore Loser: She bursts into angry tears upon defeat (complete with a Volumetric Mouth). In Regular and Expert mode, Whippet also beats the ground in frustration while crying.
Stationary Boss: She stays inside or on top of Whippet Creampup for most of the fight, but can't be damaged until the end. On Simple difficulty, she stays still and keeps firing sugar blasts when her third minion is defeated. On Regular and higher, she instead progresses the fight by turning into an Advancing Boss of Doom.
Vaudeville Hook: Blink and you'll miss it, but her candy cane functions as this at the very start of her level, implying Whippet Creampup may have some control over it.
Visual Pun: When Muffsky is defeated, the cherry on his head swells up as its stem turns into a fuse and blows itself up along with the cupcake. It turned into a cherry bomb, see.
Volumetric Mouth: She breaks down into sobbing in this way upon her defeat.
Wheel of Feet: Sgt. Gumbo Gumbull's feet are animated this way.
Winged Soul Flies Off at Death: Lord Packer gains a halo when defeated, floating off the screen while Bon Bon prepares for the next phase.
Your Head A-Splode: Happens to Sgt. Gumbull in his death animation; his glass head shatters, and the rest of him scurries off.

Beppi the Clown

"What do you call a cup that falls off a swing? A tumbler!"

An evil clown you fight on the roller coaster in "Carnival Kerfuffle."

Ambiguously Human: It's unclear if he is a human under a costume or belongs to a Clown Species.
Ambidextrous Sprite: Since he's the only character with an asymmetrical design. It's moot in his second and fourth phases, where he directly faces the player, but in his first and third phases, the red half of his face is dominant no matter which way he turns. The artbook states this was an intentional design choice to harken back to past examples of ambidextrous sprites in retro games.
Amusement Park of Doom: Seemingly fights you in one; the rides he becomes are certainly killer, and the rollercoaster he fights you on is a constant, deadly stage hazard.
Bald of Evil: Completely bald, even underneath that little top hat of his, as shown in the ending.
Balloon of Doom: Has a stretchy, balloon-like body, most noticeable with his bulbous head. In phase 2 of his battle, his body is attached to a giant helium pump, and his head inflates into a giant balloon tied to his body with a string. The pump also shoots out balloon dog heads that swarm the arena to attack you.
Berserker Tears: Has an absolute tantrum if you shoot down his merry-go-round horse.
Car Fu: Leaps into a bumper car for the first phase of the fight and tries to ram you.
Cheshire Cat Grin: Has a creepy wide, toothy grin.
Circus of Fear: Fought on a rollercoaster in a rather bleak-looking amusement park.
Flunky Boss: His final phase has him summoning penguins who throw baseballs at you.
Fun Personified: Really seems to be having a blast throughout the fight, particularly when he's riding a horse and is actually bouncing and cheering with excitement.
Gravity Is a Harsh Mistress: Falls off the rollercoaster twice during the fight, yet refuses to give up.
"Knock Knock" Joke: His death quote for his third phase falls under this; see Pungeon Master below.
Magical Clown: A clown who can transform into and summon amusement park rides and other objects.
Monster Clown: Altough he is implied to be a Non-Ironic Clown as part of his job as a carnival attraction, he does not hesitate to fight Cuphead and can become quite scary when angry.
Named by the Adaptation: The rollercoaster is named in Ron Bates' Cuphead in Carnival Chaos as "Dizzy Borden."
Non-Ironic Clown: While also being a Monster Clown, he is actually not all that villainous and entertain people as a living. During the ending, he has a genuinely pleasant smile on his face.
One-Winged Angel: While he transforms into a balloon pump for his second phase, his transformation into a chair swing ride in the final one fits the trope better.
Pungeon Master: All of his death lines are jokes at Cuphead's expense:
Beppi: [Bumper Car Phase] Why did the clown drive over the cup? He wanted to crack him up!
Beppi: [Balloon Phase] What did the balloon animals think of the cup? Quite the gob-let-down!
Beppi: [Horses Phase] Knock-knock! Who's there? Charlie. Charlie who? Charlie horse!
Beppi: [Swing Ride Phase] What do you call a cup that falls off of a swing? A tumbler!
Shout-Out: According to a post on the Studio MDHR blog, Beppi's design is based on a character from Super Bust-A-Move 2 (most likely Katze, who is also split into a red side and a blue side).
Slasher Smile: He has a large, toothy grin on his face for almost the entire fight, befitting his Ax-Crazy nature.
Stationary Boss: He can't move while he's a balloon pump/swing ride, which isn't a problem since he relies on minions and arena hazards for those phases.
Villainous Harlequin: A clown with terrifying transformations and Deranged Animation, though he isn't outright evil and is mainly just trying to avoid paying up to his end of a Deal with the Devil. The ending shows he is nice otherwise.
Voluntary Shapeshifting: Sure, the Deranged Animation allows everyone to get transformations going on, but Beppi stands out due to how much use he gets out of them; the man can apparently play the whole damn carnival if he wants to, and has no problem becoming a balloon pump or even a giant, spinning, and laughing chair swing ride if pushed.
We Have Reserves: In the final phase, Beppi doesn't care if his penguin minions get run over by the roller coaster. He just keeps laughing, and then creates new minions when the coaster is gone.
Yellow Eyes of Sneakiness: Has yellow sclerae, and is definitely sinister.

Djimmi the Great

"You look the fool, falling for the first trick I learnt at genie school."

A genie fought above the desert in "Pyramid Peril."

Aside Glance: Performs one complete with an Evil Laugh and Idea Bulb replacing his turban when he decides to create the marionette.
Bad with the Bone: During the first stage, one of his methods to attack is shooting out his own skull right from his face.
Bag of Holding: The first phase of his fight — he rummages around in a treasure chest, tossing out three possible types of projectiles:
- Cat mummies: Lowest density, but the only one of the bunch that can home in on you, and considered the worst of the bunch because of this.
- Jewelry: Highest density, but not too hard to navigate as long as you keep one finger on the Shrink button at all times.
- Swords: Probably the scariest-looking, but universally considered the easiest to dodge.
Bald of Evil: A Freeze-Frame Bonus shows that Djimmi is bald under that turban of his.
Beat Them at Their Own Game: His fourth phase (third if not counting his Death Course) has him making a Cuphead puppet named Cuppet and sending it at the cups. If you shrink while he's doing this, he instead makes a mini-Cuppet that can't really fight the cups on its own, so Djimmi transitions right to his final phase while the mini-Cuppet backs him up by shooting pellets from the center of the screen.
Benevolent Genie: Weirdly enough, he's perfectly willing to give the cups double their hit points should they summon him — though he's still gonna mock them if they still lose to him with said extra hit points.
Blowing Smoke Rings: Or "a Smoke Teacup", actually: At the beginning of the fight, he blows out some smoke that forms a teacup with X's for eyes and a frowning mouth, indicating that the cups have no chance against him.
Boss-Altering Consequence: If you shrink down while Djimmi reads your mind, he'll create a much smaller puppet than he usually does and advance directly to his final phase, which will have additional HP and the puppet shooting at you throughout.
Cheat Code: Spinning around three times on the overworld summons him as "Game Djimmi", granting you double your health (counting charms) on Simple and Regular mode until you win a fight, though you can't get an A+ grade while the effect is active. Dying to his final phase in his boss fight with the cheat on even gives you a new unique death quote! You can only use it three times across your playthrough, but after defeating the Devil, you get to use it an infinite amount of times.
Death Course: The second phase of the fight has him turn into a death trap obstacle course consisting of advancing pillars with vulnerable faces for the players to destroy for bypassing, and sawblade traps in between.
Dual Boss: The miniature Cuppet attacks during Djimmi's final phase if its secret phase is accessed, serving as another obstacle in a very crowded screen until it gets destroyed.
Early-Bird Cameo: As of the 1.3.2 update, spinning around three times in the overworld summons him. One can do this as early as the player goes outside Elder Kettle's home in Isle 1, well before Djimmi himself can be fought in Isle 2.
Ethnic Magician: Has some elements of the "Arabian stage magician" sort, considering he's found in a carnival area, his title, and the fact that he speaks about needing a new volunteer (because this one has collapsed in fear) if you die to him on his final phase.
Evil Laugh: A pretty deep one he belts out whenever he's unleashing something new on you. When he decides to create Cuppet, he even unleashes a slightly-robotic laugh to match his lightbulb turban. The most impressive one of all in his repertoire comes as he enters the final phase of his fight.
Good Smoking, Evil Smoking: Constantly smokes a pipe throughout the fight, even making smoke shapes to taunt you at the beginning and having a bad coughing fit when defeated. Indeed, the battle opens with Djimmi appearing in a plume of smoke released from the pipe.
Homage: The background as you fight him in the sky is drawn in the style of the old Popeye two-reelers.
Idea Bulb: Has one while he laughs maliciously to the screen before starting the fourth phase of the battle.
Jackass Genie: He fits this down to a T, although he is kind of an Anti-Villain himself.
One-Winged Angel: Becomes so huge in his final phase that only his head fits onscreen.
Our Genies Are Different: He's not here to give any wishes^note, and he attacks with several summoning and shapeshifting methods. And apparently there's a school for them, if the game over quote from his first phase is of any indication.
Punny Name: His name is a pun on "djinni" (the formal romanization of "genie") and "Jimmy", referencing the Moldenhauer brothers' father Jim.
Pyramid Power: In the final stage of the fight, he summons three floating pyramids with eyes encircling a half of the stage while firing cross-shaped beams from them.
Shout-Out:
- The way he moves and acts seems to be a villainous version of the Genie from Aladdin. In particular, his fourth phase has him turn into a giant disembodied hand, which was a quirk of the Genie's.
- During his first phase, he also does the Jeannie dance while his treasure chest takes care of all the actual attacking.
Sinister Scimitar: Used in the Storm of Blades up there, natch. Also, if you try to sneak behind him during the fight, one of these immediately descends from the top of the screen and shish-kebobs you.
Skippable Boss: Cuppet in its regular size can be avoided by transforming into a mini-plane while Djimmi is analyzing you, skipping straight to the fifth phase. To compensate, however, a miniature version of Cuppet will appear and attack you alongside the giant Djimmi.
Smoking Barrel Blowout: One of the Game Over cards shows Cuppet blowing smoke from the tip of his finger gun after he has beaten you.
Smug Snake: Downplayed. He's an Anti-Villain just like the rest of the Runaway Debtors, and he really is quite powerful and impressive. However, he has a smug and confident attitude throughout the entire fight up until his defeat. His designer and animator, Jake Clark, stated in this lecture that Djimmi was intentionally made to be as smug as possible so that players would "want to kill him."
Spread Shot: The treasure chest he summons in his first phase fires out a stream of shots in a spread pattern, while his hat in his third phase will also fire out spreads of shots. The last phase, the pyramids, fire cross-shaped beams that span throughout the stage.
Stationary Boss: Only in his first phase (where he's standing still as his treasure chest attacks) and his last phase (where he takes up the entire right side of the screen).
Weaksauce Weakness: Well, "weaksauce" is over-stating it, but the bomb upgrade you get before fighting him makes his death course significantly easier, as a direct hit with one shot breaks the vulnerable parts. It also lets you find a quite comfortable position to bomb him from during the Sarcophagus phase, where any ghost that'd hit you will get nuked and the eyeball projectiles fall short.
Weaponized Headgear: During his fourth phase where he attacks you with Cuppet, his turban also acts as an obstacle that attempts to collide with the player and fire out a spread of shots every now and then. In his final phase, he also shoots out beams of energy out of his turban's gem.

Grim Matchstick

"Don't m-m-misunderstand my flames — I just meant fun and games."

A dragon fought in the clouds circling a tower in "Fiery Frolic."

Advancing Boss of Doom: In the second half of the fight, he begins to chase you while he spouts out the walking flames on his tongue in the second phase, and when he becomes three-headed in the final phase.
Apologetic Attacker: Losing to him in his first has him saying he's misunderstood, and losing to him in the second phase has him apologizing for being forced to put the players in a hot seat. Even his third phase has him suggesting the player run away.
Battle in the Rain: The moment he enters his third phase and grows two extra heads, the weather goes from pleasant and sunny to stormy and violent.
Big Fun: He's clearly enjoying fighting you more than he should, considering the contract for his soul is on the line — trying to do the spooky fingers routine at the beginning, and going Laughing Mad at the player when he grows two extra heads.
Blood Knight: He is a somewhat ambiguous example of this trope. While he apologizes for fighting you and in general, seems like he's among the nicer of the bosses, several of his expressions clearly indicate that he enjoys fighting you.
Breaking the Fourth Wall: He makes a "Boo!" motion toward the player at the start of his battle, and his two extra heads are seen glancing at the screen moments after the second to third phase transition.
Breath Weapon: In three different flavors, no less. He shoots fireballs in his first phase, spits out living flames in his second, and spews both flaming bubbles and jets of flame, complete with his middle head turning into an actual flamethrower, during Phase 3.
Delightful Dragon: He's endearingly goofy, and even his win quotes make him seem sympathetic. This does not stop him from being one of the hardest bosses the player will have faced up to that point.
Energy Ring Attack: In his first phase, Grim Matchstick attacks with Eye Beams that manifest themselves as a short row of rings flying in the player character's direction. The last ring in a row is pink, allowing the cups to parry-slap it.
Evil Living Flames: During one phase of his battle, he opens his mouth and stretches out his tongue, and a marching band of flames walks out.
Eye Beams: His first phase has him firing rings from his eyes at you.
Fat Flex: In his first phase, he breathes fireballs by lifting his gut while inhaling and releasing it when he spits the flame.
Feather Fingers: A slightly more justified bat-winged example. The gesture he makes during the opening is done with his wings and not his actual hands.
Gentle Giant: He's a large, monsterous-looking dragon who has the ability to breath fire and can grow two extra heads but despite being infamously difficult, he's shown to be an Endearingly Dorky Nice Guy. He even apologizes for killing you.
High-Altitude Battle: You fight him on clouds surrounding a tower in the background. Notably he's the only platformer boss in the base game to be fought in the skies, with the only other case in the entire game being the Howling Aces in the Delicious Last Course DLC.
Large Ham: He's one of the most theatrical characters in the whole game. His intro animation has him bellowing at the protagonist(s), throwing his wings forwards and making spooky fingers with them. All of his attacks are very heavily telegraphed, and when he transforms into his third phase, all three of his heads perform Aside Glances at the camera, making varying comical expressions.
Laughing Mad: He unleashes a bellowing laugh once he transforms into his final phase, and all three heads perform various comical smiles.
Multiple Head Case: He grows two extra heads for the final phase of the fight.
Nice Guy: One of the friendliest Debtors, despite being brutally difficult. None of his win quotes seem malicious or taunting; his second win quote has him almost apologize for kicking your ass, and if his third win quote is any indication, he'd rather the Cups just flee.
One-Winged Angel: After taking enough punishment from the cups, he suddenly grows two extra heads.
Platform Battle: His fight consists of you shooting him while jumping from one moving cloud to the next.
Playing with Fire: Aside from the obvious, which he uses in his first and third phase, his second phase has him opening his mouth and sending out fire soldiers along his tongue, creating a makeshift pit of death below you as you keep hopping from cloud to cloud. What's more, a few of the soldiers will jump toward you, which you must likewise dodge.
Porky Pig Pronunciation: All of his win quotes have him stuttering.
Shout-Out: His first form's design and moveset resembles the Mecha Dragon from Mega Man 2, with his final three-headed form adding in aspects of King Ghidorah for good measure, while his name itself is an homage to legendary Fleischer animator Grim Natwick; he even has a pronounced stutter in his game-over quotes, much like the real Grim did.
Speech Impediment: As you can tell with all his quotes, he has a stutter.
Spread Shot: In the third phase, his flame projectiles explode into a cross-shaped 4-way spread if they're damaged. Moreover, they also draw in your Chaser shots.
Stationary Boss: He doesn't move during any of his phases, though he shifts to the left side of the screen after the first.
Tail Slap: He will sometimes try to stab you with his tail in the first phase.
Victory Fakeout: An especially nasty one. Made it through the flame-soldier phase with 1 HP? Watch him cough and wheeze and cringe and... grow two extra heads that make faces at you while the sky itself darkens in utter terror.
Weaksauce Weakness: Very downplayed, but the Lobber weapon is probably the best to use against him. Grim is massive enough that the curve of the projectiles is no issue in the first phase, and becomes a blessing during the second phase (where you want to stay on the highest clouds to avoid his flaming minions, but if you're too high up, you cannot damage him with the Peashooter). The curve also helps in his last phase, making it less likely to accidentally detonate his fire bubbles, and letting the player keep a healthy distance on the highest clouds to avoid his flamethrower attack.

Wally Warbles

"I own the air — I fly where eagles dare!"
"My dad's the brawn and I'm all brains! Together, we bring the pain."

A bird who lives within a cuckoo house, and the boss of "Aviary Action." After he takes a beating, his son, Willy Warbles, comes out of the birdhouse to attack you. You fight them in the skies.

Alliterative Family: Both Wally and Willy have names that start with W.
Alliterative Name: Wally Warbles and Willy Warbles.
And Show It to You: A case where Wally literally coughs up his own heart to attack you.
Brains and Brawn: A dynamic that Wally shares with Willy, even lampshaded if the latter beats you.
Bullet Hell: The second phase of the fight has Wally flap wildly and send his feathers all over in a spread, everywhere.
Clipped-Wing Angel: Played with. Most of the debtors turn into fearsome abominations for their last stand... but Wally instead arrives flightless and featherless in a stretcher. Gameplay-wise, however, he is no less deadly, being able to unleash an utter onslaught of bullets with the help of his doctors.
Deadly Doctor: The paramedics carrying Wally in a stretcher during his final phase will assist him in battle by spitting pills at you.
Determinator: Even when you destroy the house around Wally, he still comes back, featherless, being carried by two medic birds, and attacks by not only turning his head into a trash can to spew trash at you, but also kicking his stomach, which shoots his heart out of his mouth to fire projectiles at you. Considering that you just recently defeated his son, no wonder he's pissed.
Eaten Alive: Presumed to be Wally's fate when beaten, as the medic birds are seen pouring salt and pepper on him with hungry looks in their eyes, and that he is among the few characters not present in the game's closing scene. Word of God states that he's still alive.
Egg-Laying Male: Despite being a male bird, spits out eggs as a main weapon.
Enfant Terrible: Willy is as deadly as his father is, and arguably more malevolent.
Feather Flechettes: Wally does this in the second phase of his attack by flapping wildly and sending feathers at you. By the end of the phase, he's run out of feathers.
Flunky Boss: Wally's first and second phases has him accompanied by birds with nails on their heads who fly at you. The fourth has the medic birds spit out pills that turn into homing shots and fly at you.
Gadgeteer Genius: Willy during the third phase, who presumably built the hovering, spiked invulnerable eggs surrounding him, his raygun, and possibly even the birdhouse that protects his father.
Good Parents: Despite being one of the many hard bosses you'll have to fight, Wally at least seems to care for Willy, as evidenced by him confronting Cuphead while two medic birds carry him on a stretcher.
High-Pressure Emotion: At the start of the second phase, Wally's anger reaches its tipping point, and he sounds off like a steam whistle, with his head even briefly turning into one for good measure!
Humiliation Conga: Hoo boy, Wally took it much worse than other bosses in the game. Over the course of battle, he ends up losing his house, gets defeathered, has his son get beaten up, and then he himself gets beaten unconscious as his own medics decide to eat him alive, while the ones who gave him said beating take his soul contract to deliver it to the Devil who would gladly reclaim his soul.
Instantly Defeathered Bird: After beating him in the second phase, Wally ends up losing all his feathers and falls out of his house. Doesn't stop him from coming back in the final phase.
Missing Mom: Wally's wife is never seen or alluded to. It can be assumed that she's either dead or she left him.
Mister Seahorse: Wally can apparently produce eggs.
Orbiting Particle Shield: Willy is surrounded by spiked eggs that constantly circle him, moving closer in then farther away.
Overlord Jr.: Willy takes over for the third phase and attacks you with a ray gun and orbiting spiked eggs.
Papa Wolf: Despite being left injured and naked from the first two stages of the fight, hearing Willy cry for help gets Wally to confront Cuphead while two medic birds carry him on a stretcher.
Perpetual Frowner: In contrast to most of the other bosses, Wally spends basically the entire battle angrily scowling. The closest thing to a smile he's seen with is if you lose to his final phase.
Proj-egg-tile: Spitting eggs is Wally's main form of attack in the first phase. Later, in the third phase, Willy employs a telekinetic Orbiting Particle Shield variant of the same eggs.
Rage Breaking Point: While he almost never looks happy, Wally's second phase is initiated by him turning his head into a steam whistle, and his only attack is to send a storm of his own feathers out while screaming in anger.
Standard Snippet: "Ride of the Valkyries" plays briefly during their theme music, 'Aviary Action'.
Shout-Out:
- Wally's red and blue color scheme is a reference to Sindbad's giant Rokh from Popeye the Sailor Meets Sindbad the Sailor
- Wally's temper tantrums during the second phase are reminiscent of Donald Duck's own fits of rage.
- Wally's color scheme and elongated beak are also similar to Woody Woodpecker. They, and Willy, all even have alliterative names beginning with W.
Spread Shot: Wally has several — during the first phase, the eggs he spits out explode into a spread of three (five on expert) when they hit the left side of the screen, and his Finger Gun head transformation can fire out a spread of two to three bullets. His second phase uses a massive spread of Feather Flechettes on the player characters.
Toothy Bird: Both Wally and his son have beaks full of teeth. Willy's are most visible when he grins right before firing his gun.
Uncertain Doom: The last we've seen of Wally, the medic birds were planning to eat him after his defeat. Jake Clark, his animator, confirms his survival.
Visual Pun:
- Wally's attack in the final phase where his head morphs into a trash can and spits out trash to shoot you out of the sky. He's literally talking trash at you.
- Another attack in the same phase has Wally kick up his own heart to attack you. In other words, it's his heart attack.
Voluntary Shapeshifting: Wally can turn his head into a hand to fire out bullets at you. In the final phase, he turns his head into a trash can to spew trash projectiles at you.
Wake-Up Call Boss: Wally is the first shoot-em-up boss that is likely to give players trouble; his attacks are a fair bit harder to avoid, he throws quite a few curveballs with the variety in his projectiles and forms, and has a far higher density of bullets to avoid than Hilda or even Djimmi, making him a test of spacial awareness and quick reaction time. His final phase also highlights the importance of your secondary weapon in plane battles, as the bombs can help you hit targets you can't easily reach or destroy with the default shot.
What Happened to the Mouse?: Neither Wally nor Willy are seen in the ending.

Inkwell Isle Three

Rumor Honeybottoms

"Hey sugar, this honey is off limits. Now scram."

A queen bee fought in a tabloid-printing office building for bees (naturally) in "Honeycomb Herald."

Animal Stereotypes: She's the queen bee and fought in the hive, a company building with exhausted drones who will defend their queen with their lives.
The Bad Guys Are Cops: Before she fights you herself, you have to fight one of her hive's security officers first. If he defeats you, he accuses you of attempting a honey heist.
Bee Afraid: She's very dangerous and not handing over her Soul Contract without a fight... especially when her flooding honey attempts to drown you.
Bee-Bee Gun: One of her attacks consists of spitting bees that look like bullets... or are they bullets that look like bees?
Big Creepy-Crawlies: She's a honeybee, and one of the larger non-plane bosses in the game. The security bee is also roughly human-sized too. Concept art shows that her bottom half is even more human-like, with legs in high-heels, and her "abdomen" is actually a very flouncy dress.
Chainsaw Good: Her circular saw attack in her final phase.
Evil Brit: The Security Bee she send in her first phase is definitely meant to evoke this, as he is dressed as a British policeman, uses British interjection and of course, he obeys to a Queen.
Evil Laugh: Does one whenever she uses her buzzsaw attack during her third phase.
Finger Wag: Does this from off-screen during the second phase (in other words, the first phase where she takes an active role). Pay attention to where her finger pops out from — the rest of her will follow a moment later.
Flunky Boss: Her first phase has her summoning a security officer to take you on, while some regular bee employees fly across the screen.
Hornet Hole: Fought in a beehive-themed office building.
I'm a Humanitarian: The start of the battle has her looking hungrily at the cups while rubbing a fork and knife together.
Insect Queen: She's a queen bee. A dangerous one, too.
Losing Your Head: Sorta. In the second phase, she lowers her head from her body via a chain and dangles it in the middle of the screen to spit projectiles at you.
Magic Staff: Her giant honey dipper that she wields. She also has a spell book she uses to transform.
Noblewoman's Laugh: In her second phase, fitting for a queen bee. In her final phase, it turns into a deeper Evil Laugh.
One-Winged Angel: Transforms into a bomber plane in her final phase.
A Pig Named "Porkchop": She is a bee named Rumor Honeybottoms, which references honey, the food product that bees make.
Platform Battle: A vertical one where you have to keep jumping up on honeycombs to stay ahead of the rising honey in the first few phases. The last one has her fly to the bottom of the screen in a plane form and attack you from there.
Rise to the Challenge: Her stage features a constantly-ascending vat of honey. She also spends the final phase attacking from beneath you.
Rocket Punch: One of her later attacks has her launching fist-shaped missiles.
Shout-Out:
- She starts the battle rubbing a knife and fork together in hunger, just like Q-Bee.
- The bee/bullet projectiles she spits look and move an awful lot like Bullet Bills.
Spread Shot: The security officer bee plants bombs that explode into spreads of spiked shots. During the second phase, she may also summon a triangular energy... thing that fires shots in three directions.
Stealth Pun: She's a bee called Rumor, and she works at an office that's presumably a news building (if the level name "Honeycomb Herald" is any indication - the artbook states it's intended to be a tabloid press). Another word for rumors and news is "the buzz."
Visual Pun:
- Her turning into a plane to fight you in the final phase. She's a "Buzz Bomber" "Bee-plane." Or, alternatively, a "Bee-17 Flying Fortress" ^note. In this phase, she also attacks you by turning one of her wings into a "Buzz Saw."
- The bees work in an office building that's drenched in dripping honey. A sticky business, in other words. The worker bees have a Salary Man look, too; in other words, they're office drones.
- The bee security officer that attacks you, if you use period-appropriate British slang, is a Bob-bee.
Voluntary Shapeshifting: In her final phase, she uses her powers to turn herself into a plane and attacks from the bottom of the screen. Not only does this shoot out projectiles, but she can turn her arm/wing into a saw to hit you. It should be noted that, unlike almost every other boss in the game, she apparently uses a spell from a book in order to make it happen.

Captain Brineybeard

"Yer skills be like me buried treasure... just a myth!"

A pirate fought on the docks that can summon sea creatures to help him. The boss of "Shootin' n' Lootin'."

Animate Inanimate Object: The barrel that looms over the player, and the ship itself.
Attack the Mouth: To defeat the Brineybeard's ship, the player is required to attack the uvula, located in the ship's mouth.
Bait-and-Switch Boss: Basically the only straight example in the game. The final phase isn't against him, but instead his ship.
The Beastmaster: Similar to Cala Maria, he can call in a variety of sea creatures to assist him.
Captain Colorbeard: Though, according to a trailer from 2013, he was originally named Captain Silver, averting this trope.
Death from Above: An environmental hazard in his level is a large living barrel suspended over the dock, which will drop down on Cuphead if he stays under it for too long.
Dressed to Plunder: Hits quite a few of the checks, between his eyepatch, bandana, single hoop earring, and two peglegs.
Equippable Ally: He fires bullets from an octopus that he grabs and uses as a shotgun.
Evil Laugh: The Captain himself has a pretty hearty one, and the narwhal-boat's final phase laughs at you in its game over card.
Expy: Inspired by Popeye's Arch-Enemy Bluto, in particular his appearance as Sindbad in Popeye the Sailor Meets Sindbad the Sailor.
Eyepatch of Power: Although it's apparently just for show - though it's hard to see in the middle of the battle, he occasionally peeks out of it, revealing a good eye underneath.
Flunky Boss: For the most part, it's his ship, barrel, and sea creatures that really attack you, with Brineybeard taking potshots at you on occasion.
Four-Fingered Hands: Averted. He and Glumstone the Giant are the only characters in the game to have five fingers on each hand.
Interface Screw: Brineybeard will sometimes summon a squid minion who throws ink on the camera, causing the screen to darken with each glob that successfully hits the cups and makes seeing any incoming attacks much more difficult for a few seconds.
Make Me Wanna Shout: Once Brineybeard's ship takes over in the final phase, it will occasionally scream out a massive laser that engulfs most of the screen.
Non-Action Guy: Despite his big physique, the captain doesn't really do any of the fighting himself, instead relying on his ship and the creatures he summons. Even the one attack in the fight that comes directly from him (shooting pellets from the octopus) still has a minion (the octopus, of course) doing most of the work. He doesn't even fight in the final phase, with his ship taking over as the opponent instead.
One-Winged Angel: Not the captain himself, but his ship inexplicably turns into a narwhal-whale creature in the final phase of the battle.
Pirate: Goes without saying.
Pirate Booty: His Game Over taunt states he doesn't actually have any buried treasure. It's just a myth, just like Cuphead's skills.
Seadog Beard: Though contrary to his name, it doesn't look very briney.
Seadog Peg Leg: Concept art shows both his legs are these, though in the game itself it's hard to see even one, though they're still there◊.
Sentient Vehicle: The ship itself is sentient and spits out cannonballs in the first phase. In the final phase, it even takes over as the boss.
Spear Counterpart: As stated above, his attacks and affiliation to the sea are very similar to Cala Maria's.
Stationary Boss: The captain is stuck on the deck of his ship for most of the fight. Once he gets knocked off, the weak point moves to the ship's uvula but otherwise stays motionless.
Threatening Shark: He can summon small dogfishes that act as tiny sharks in front of him to attack, and a bigger, more traditional one that will try to bite you if you try to cheese the fight by sitting on the left side of the arena.
The Unintelligible: The ship does not have any spoken taunts in its Game Over screen; instead, it simply makes gnarling noises.
Ship: "HAW-HAW-HAW-HAW-HAW!"
Visual Pun: The small brown sharks with chains he summons are dogfishes. Or, put another way, they're seadogs.
Wave-Motion Gun: In the final phase, the ship itself can fire one of these from the mouth on its uvula.
What Happened to the Mouse?: In the third phase, the ship turns into a narwhal and throws Brineybeard off of it into the ocean. That's the last you see of him for the rest of the battle. He still shows up in the epilogue, though.

Sally Stageplay

"Stay away from center stage or succumb to the power of a starlet's rage!"

An actress you fight on a stage in front of a live audience in "Dramatic Fanatic."

Action Dress Rip: Bursts out of her wedding dress before the battle, though she's wearing a different dress underneath.
Action Mom: Assuming the babies in her second phase are her actual children (which is likely, as they resemble her and her husband).
Alliterative Name: Sally Stageplay.
All Part of the Show: The whole battle is treated as just part of the play she's in. Her third phase even has her sending out cardboard props at you.
Anachronism Stew: The "play" in her battle starts out rather normally for the time period, but in her third phase, she "transforms" into what is essentially a JRPG final boss. So despite the game taking place in a 1930s cartoon, her play manages to reference games that would come out about six decades later.
Animate Inanimate Object:
- Her parasol seems to have teleportation abilities and can drop pieces of itself and grow them back.
- The cardboard cutout representing her in the third phase, if not a literal transformation, is at least one of these. She's able to change expressions, clutch her chest in pain when defeated, and taunt you if she beats you.
Art Shift: In the third phase of her battle, she appears as a cardboard prop, which is drawn with watercolors and Limited Animation rather than the usual fluid ink animation.
Ascended Extra: Not Sally herself so much as her husband; if you take the secret route where you drop the chandelier on him, he goes from being a background element into being an active hazard in the third phase of the fight, blocking off a significant part of the stage floor and sending cherubim to push flame-colored pinwheels across the stage.
Attention Whore: Sally certainly seems like this, doesn't she? She calls herself a starlet, tells you not to get in the way of her performance, and in the final phase of her fight, she doesn't even focus on Cuphead; she's too busy drinking up the applause from the audience.
Badass Normal: Basically the only boss who fights without being assisted by or transforming into some sort of giant monster (or being one to begin with). Additionally, her final form is perhaps the most mundane in the game.
Battle Couple: She and her husband were originally intended to be this for their battle with the cups. After a post-game update, they can potentially be this in the third phase if you end the first phase by dropping a light fixture on her husband.
Boss-Altering Consequence: If you stand on the two cherub cutouts on either side of the stage in Phase 1, the chandelier in the background will fall. If the groom is under it when this happens, it will crush him and end the phase early. This changes both the play's story and some of the attacks in the next couple of phases.
Came Back Strong: Parodied. As part of the play, she "dies" after the second phase, complete with a costume change into an angel outfit and either the actor portraying her husband crying tears of sorrow or a priest bowing down in agonizing prayer if you squished the husband earlier. Then she goes One-Winged Angel, as detailed below.
Curtain Call: In the patched version, Sally's co-stars will appear in the background to take a bow for the audience during her final phase. The priest appears on both routes, but her husband and children only appear in the normal route, and the nun only appears in the secret route.
Dramatic Wind: At the beginning of the boss battle, you notice that the wind is blowing on her wedding dress and veil as she looks at you with disdain before she makes the Action Dress Rip mentioned above (although the battle takes place in a stage!).
Dual Boss: If the secret path of the fight is taken, Sally's third phase will have a cardboard cutout of her husband participating alongside her cutout. Unlike the other secret double-bosses, both of them share the same health and the only thing added is an reoccurring new attack during that phase.
Dying Dream: The third phase likely represents one in-universe, with Sally picturing herself as ascending to godhood after her "death" in the second phase. As stated by her game over card, it's a soliloquy, meaning that she's projecting her thoughts to her audience rather than literally becoming divine.
Enfant Terrible: The babies in the second round can drop their bottles on you. If you take the alternate route, they push "fireballs" at you in the third round.
Falling Chandelier of Doom: In the post-game update, during the first phase of Sally Stageplay's battle, you can stand on the two floating cherubs to lower them down and bring down the chandelier on her husband and squish him, shocking Sally so much that she'll cut the first round short to mourn over him and change the course of the second and third rounds.
Fiery Redhead: While her hair is usually blonde, the valkyrie cardboard cutout of her that serves as the third phase has red hair (and so does she in the death cards when you lose, where she's costumed as one).
Funny Background Event: Get hit in the first phase and her fiancé will do a little heel click. Hit Sally, and he'll tug on his hat. Jump on both of the platforms, and a light fixture will crush him, causing Sally to cut the first phase short to mourn for him and the second phase to take place at a nunnery.
Giggling Villain: She's constantly cackling and clearly having fun with her battle. Her babies also giggle as they drop bottles on you.
Henpecked Husband: The guy that portrays Sally's husband in the "play" just stands in the background acting cowardly, doing little to contribute to the battle except drive his wife in his car (that is, until you bring down the Falling Chandelier of Doom on him in the patched version, changing the course of the second and third rounds). That being said, she does reward him with a smooch in the epilogue.
Imagine Spot: The third phase of the fight can be taken as this.
Large Ham: Her mannerisms really come off as over the top. She is a stage actress, after all.
Non-Action Guy: Sally's husband, despite looking fairly capable, runs around uselessly in the background while his wife delivers all the beatings to Cuphead and co. He's a more active participant in the third phase should you take the alternate route, but even then, he only adds one attack and takes on a Slouch of Villainy while Sally remains proactive.
One-Winged Angel: Parodied. She doesn't actually transform in her third phase. It's just a cardboard prop that resembles her wearing something you would expect from an Eastern RPG Final Boss (thus, the reason it's a parody). In her final phase, she's literally dressed as an angel, but doesn't do any attacking herself and lets her spinning umbrella do the work. Leaving aside the parody elements, this is actually an aversion, as Sally herself never once undergoes a transformation in order to up her game against the cups, which plays a large part in her Badass Normal status.
Parasol of Pain: One that's tremendously versatile at that, playing roles like "Mook Maker," "teleporter" and "spinning top of death."
Pietà Plagiarism: During her third phase, the cardboard cutout of her husband (if you squished him via Falling Chandelier of Doom) parodies the Pieta by striking a pose similar to that of the "Rest" part of the Statue of the Gods in Final Fantasy VI (see Shout-Out below).
Shout-Out:
- Like the final boss battle in Final Fantasy VI, Sally's third stage begins in the clouds, where she descends from the rafters as a painted angel backdrop sporting multiple purple wings. In the post-game update, the cardboard cutout of her husband you've squished earlier (complete with Holy Halo) also bears a striking pose similar to that of the "Rest" part of the Statue of the Gods in that game. There's even cards in the upper-left corner that display her next attacks.
- Her battle may be a stylistic reference to Dynamite Headdy. Whereas that game's setting is a puppet show, Sally fights Cuphead during her vaudeville act.
Slouch of Villainy: Not done by Sally herself, but her husband is seen leaning on a bed and eating grapes (invoking the Greek god Dionysus) in the alternate path for the third phase, while otherwise contributing little in terms of new attacks.
Smooch of Victory: In the ending, Sally can be seen triumphantly planting a kiss on her husband as Cuphead and Mugman announce that they are free from the Devil's debt.
Smug Snake: Spends the entirety of her final phase smiling smugly as she takes in the audience's applause. Even before that, most of her death-quotes are self-aggrandizement or telling Cuphead to get out of her spotlight.
Spectacular Spinning: She'll do a spin dive kick for most of her attacks and send out a spinning parasol in the final phase.
Squashed Flat: If you take the secret route in phase 1, you end up crushing her husband with a chandelier. He doesn't show up in the curtain call if this happens, but he does reappear in the ending.
Stationary Boss: The cardboard cutout(s) in the third phase don't move or directly attack; all of their attacks come from other places on the stage.
Stern Nun: In the alternate second round, there's a nun who appears from window to window at St. Timothy's Nunnery, intending to drop cardboard crosses at you, some of which are pink and parryable.
Together in Death: A strange sort of in-universe take. She mourns her husband's death on the secret route, and once she is also "killed" at the end of her second phase both of them return as cardboard cut out angels you have to fight.
Token Human: One of only three human bosses, and notably the only battle in the game where you only fight a human.
Trash the Set: Quite literally; in the final phase, the stage is basically a mess as she sends her umbrella after you.
Valkyries: She "transforms" into one in the third phase of her battle. We say "transforms" in quotes because it's not actually her; it's a cardboard prop that "casts" spells and is meant to stand in for her as Sally herself recovers for an encore performance. Though, given the sorts of transformations other bosses undergo, it may well be the case that she literally transformed into a cardboard cutout.
Widowed at the Wedding: In the patched version, if you take the secret route, you end up "killing" her fiancé/husband by crushing him with the chandelier.
Winged Soul Flies Off at Death: When Sally's second phase is defeated (thus dying in her play), she instantly switches into an angel outfit and "flies" off the stage on wires.
"You!" Exclamation: Although a bit hard to hear, she does this during the start of the second phase when she sees that the cups are still on the stage. It makes more sense if the first phase ended with her fiancé's death.

Werner Werman

"Zis tank is ze ultimate veapon! You vill not vin!"

A giant rat that controls a tank built from a soup can to fight you. Meanwhile, a massive cat by the name of Katzenwagen watches the battle, and eventually intervenes in the final stretch. You encounter them in "Murine Corps."

Alliterative Name: Werner Werman.
Background Boss: The third phase turns the battle into this once Katzenwagen suddenly decides to have Werner for a snack and goes on to attack you.
Badass Normal: Werner is an expert machine pilot, and that's all he really needs to fight the cups. As a result, he's notably one of only two examples of this in the base game, the other being Sally Stageplay.
Bamboo Technology: Katzenwagen aside, Werner uses a tank made out of a soup can and simple machines which shoots bottlecaps and chewed gum. His second phase also has bottlecaps that act like circular saws.
Car Fu: One of his first phase's attacks is simply running you down with his tank. You can avoid him by using the springboards he tosses out, or with the Smoke Bomb if you have it equipped.
Cats Are Mean: Katzenwagen, who seemingly eats Werner and then sets its sights on you. In this case, it's a mecha-kitty that's piloted by Werner himself.
Cavalry of the Dead: The third phase has ghost mice backing the Katzenwagen.
Cigar Chomper: Werner starts his battle off by lighting a cigar and keeps it in his mouth through the entire fight.
Cool Helmet: Werner sports a Pickelhaube.
Defector from Decadence: The medals in the background of the fight indicate that Werner was born in Austria and defected to the British during the first world war. The third medal is harder to determine but the dark blue edges of his ribbon indicate that he spent the remainder of his service in the Royal and Merchant Navies and it resembles a British 1918 service medal.
Degraded Boss: In a weird sense, but Katzenwagen goes from being the final phase of a boss fight to being a yarn gun for the Howling Aces in "Doggone Dogfight." Or maybe it's just a cat that looks like it, who knows.
Eaten Alive: After beating Werner's second phase, Katzenwagen suddenly knocks down the wall and eats him. Or so it appears; it's actually a clever method of him entering the mechanical cat and manually controlling it in a last-ditch effort to put the cups down.
Epic Fail: The transition from Werner's first phase to his second involves his can tank bringing out a firework, only for the mechanical arm carrying to fail and drop it inside the can, causing it to blow up.
Expy: Katzenwagen resembles a pre-Art Evolution Tom quite a bit. Werner himself resembles Mortimer Mouse.
Faking the Dead: After the second phase, he's seemingly eaten by Katzenwagen, which forces the cups to defend themselves from it. However, Katzenwagen is revealed to be a mecha designed to scare off any intruders or give Werner the advantage.
Foreshadowing: When your bullets hit Katzenwagen in the third phase, it makes a metal clinking sound. Additionally, after Katzenwagen bursts in and eats Werner, the cups don't get the latter's contract, hinting that he's still alive. Speaking of Katzenwagen, you can occasionally see it peeking through the cracks and mouse hole in the wall into the battle before it shows up in person.
Funetik Aksent: Werner's game over quotes have him speak in an exaggerated German accent.
Gadgeteer Genius: That tank looks like just a soup can on treads, but it's equipped with a cigar lighter, bomb cannon, catapult, firework launcher, and flamethrower. The house is rigged with bottlecap buzzsaws. And did we mention the giant mechanical cat Werner's got on standby just outside?
Humongous Mecha: It's not very obvious at first, but Katzenwagen serves as Werner's trump card in the final phase of the fight, and is revealed to be one upon his defeat.
Hurricane of Puns: Nearly everything about Werner is a pun in some way: his name, who he's based off of, the name of his level...
Kaiserreich: Werner is based primarily on World War I-era German soldiers, with his Pickelhaube and soup-can tank. He also has war medals and bullet shells hanging around his mouse hole. The designs of the medals and Union Jack flag seen near the ceiling suggest that he defected to the British during the war.
Macro Zone: He's fought in a mouse hole in a giant house.
The Man Behind the Curtain: Werner is revealed to be the one controlling the mecha-cat Katzenwagen, once you beat the third phase.
Meaningful Name:
- Katzenwagen means "Cat Cart" and it is Werner's last resort in the fight.
- Werner means "soldier" and he's a veteran of World War 1. Wermin is a German pronunciation of "vermin."
Mega Neko: Katzenwagen is huge, but only because you're the size of a mouse yourself.
One-Winged Angel: Double Subverted. What initially appears to be a Bait-and-Switch Boss in the final phase turns out to actually be this.
Our Ghosts Are Different: Ghost mice that fly out of Katzenwagen's mouth and shoot out parryable projectiles. These are actually spirits who were left trapped inside Katzenwagen's stomach.
Perpetual Frowner: Werner lapses into this unlike most of the other bosses, though this may just be an animation quirk from the cigar in his mouth. He does, however, smile in the good ending.
Phony Veteran: According to "The Art of Cuphead," Werner isn't an actual veteran. The book states that Werner is "A military master in his own mind."
Playing with Fire: Werner's second phase has him using chair-mounted flamethrowers.
Punny Name:
- The title of their stage is "Murine Corps." "Murine" is an adjective that pertains to the subfamily of old world rats and mice.
- Along with having a case of Accent Depundent, Werner's last name also sounds like the German word "Wehrmann" which is an old way to address soldiers, fitting well with his Pickelhaube helmet. invoked
Resourceful Rodent: Werner fights by using a tank that's been made from various household junk (a tin can, rubber bands, and wood) and he was able to turn a bottlecap into a buzz saw.
Robotic Reveal: When beaten, Katzenwagen's face falls off and is revealed to be actually a mecha piloted by Werner.
Rodents of Unusual Size: Werner is shown to be roughly the same size as other humans in the ending.
Screams Like a Little Girl: When Werner can't seem to control his tank anymore and when he gets eaten by Katzenwagen.
Shout-Out:
- The whole fight is based off war cartoons and Tom and Jerry; not only does Katzenwagen bear a striking resemblance to Tom in his early years (when he was known as Jasper), but Werner's not only a stand in for Jerry, his screams sound vaguely like Tom's too. This also makes sense on another level: "Jerry" was a common nickname for German soldiers during World War I.
- His physical appearance is partially based on Mortimer Mouse.
- Katzenwagen's attack patterns and Robotic Reveal are taken straight from the Cheshire Cat in The Adventures of Batman and Robin.
- Katzenwagon's preferred attack method, being a stationary body in the background while using his arms to attack in the foreground, is borrowed from the giant gorilla boss from Tecmo Knight.
Spread Shot: In Werner's first phase, the tank can catapult a spread of random garbage at the heroes.
Springs, Springs Everywhere: One of his attacks consists of spawning springboards. These can be parried for extra height.
Tactical Suicide Boss: You'd expect a military-themed boss to be more, ahem, "tactical."
- Werner's first phase has him launching various random objects, before sending his tank in a charging tackle. Problem is, those objects include a pair of spring-loaded platforms allowing the cups to leap over his tackling move.
- Then there's Katzenwagen, which could clearly just reach forward to attack the cups (evidenced when it eats Werner), and yet chooses to lunge at them from the side.
Tank Goodness: Werner pilots a makeshift tank made from a giant soup can in his first two phases.
Visual Pun: The cannon on Werner's tank shoots literal cherry bombs.
The Unintelligible: Katzenwagen does not have any spoken taunts in its Game Over screen; instead, it simply hisses and meows.
Wartime Cartoon: Being a rat with a German accent and pickelhaube helmet, which were often shown in WW1 depictions, it can be assumed Werner came from one of these.
You Dirty Rat!: He fights with a homemade tank, he also created Katzenwagen as a mobile tank. Since he's in debt to the devil, it's suggested by the background of his home that the Devil may have assisted him in defecting to the British army during WW1.

Dr. Kahl and his Robot

https://static.tvtropes.org/pmwiki/pub/images/drkahl.png

"OBJECTIVE COMPLETED. TARGET SCRAPPED."
"I've got the perfect equation to hinder yer evasion!"

A mad scientist piloting a giant robot (which is named as the debtor) that fights you in the junkyard in "Junkyard Jive."

After the End: His level looks like a utter warzone. Justified, in that the fight takes place in a junkyard.
Androids Are People, Too: The contract specifies Dr. Kahl's robot specifically, so it is not only autonomous but capable of signing into contracts and has a soul.
Attack Its Weakpoint: The robot has several of them, its main weakpoint being its own heart.
Barely-Changed Dub Name: Dr. Kahl was renamed to "Dr. Kahla" in the Polish localization.
Battleship Raid: His robot's first phase is the only boss in the game with destructible "parts" on its body.
Bullet Hell: The final phase has Dr. Kahl take out the gems, which fire massive spreads of bullets everywhere. Thankfully, some of these bullets are pink and parryable among the death-inducing ones in the patched version, so that's a bit of a relief.
Clothing Damage: After defeating Dr. Kahl in his final phase, the resulting explosion blows all of his clothes off.
Discard and Draw: Don't think you're safe just because you destroyed one of the robot's weapons- he'll unleash an entirely new attack to replace the part you broke.
Down in the Dumps: Fought in the junkyard.
Drone Deployer: One of the first attacks.
Early-Bird Cameo: While the robot's an Isle 3 boss, a miniature version can be seen in mobile form during Djimmi's fight in Isle 2 if you trigger the alternate route.
Eating Machine: The robot is seen chewing bubblegum in his intro, blowing a bubble before the match starts.
Energy Weapon: Uses two in the first phase against you, one that fires at the last spot you were flying in, and another that takes the whole screen but can be deactivated with a parry to the device emitting it. The gems Dr. Kahl himself has at the last phase also shoot these out on a smaller but more frequent scale.
Evil Laugh: Dr. Kahl delivers a truly huge one in his final phase when using his gem attack. The robot itself also lets out some short ones in the first phase.
Four Eyes, Zero Soul: Downplayed for Dr. Kahl. Although he wears glasses and uses the power of the gems to attack you, he's more of an Anti-Villain, as he and his robot still have souls, but though the robot's Soul Contract is destroyed in the good ending, the two of them are absent, but at least they are still grateful that they won't have to work for the Devil anymore.
Giant Scrap Robot: Dr. Kahl's robot is presumably this, if their stage is any indication.
Humongous Mecha: Dr. Kahl's robot itself is a huge robot that he pilots to attack you.
Mad Scientist: Looks the part with glasses, a lab coat, wild hair, mustache and beard, and crazy expressions.
Morally Ambiguous Doctorate: Unknown what he's a doctor of, but clearly the evil kind.
No Celebrities Were Harmed: His design may reference a caricature of Groucho Marx that was frequently used in late '30s and early '40s cartoons.
No Name Given: Dr. Kahl is left unnamed in the Japanese localization, where he is just referred to as "hakase" (professor).
Oh, Crap!: The Knockout animation has the doctor making this expression, upon realizing his robot is about to blow.
One-Winged Angel: The robot becomes just a head in the final phase, with Kahl now being visible and using magical gems to fight.
Papa Wolf: Implied to be the reason why Dr. Kahl is helping his robot fight against you, he doesn't want his creation face you alone.
Pet the Dog: His robot is the debtor, not him; he still helps it fight.
Purple Is Powerful: A genius scientist with purple hair.
Ridiculously Human Robots: Let's see... it has a heart, a soul, emotions, chews bubblegum, and can feel/express pain. Who knows what else of its personality this war machine is hiding?
Robo Speak: Both of the robot's death screen quotes are robotic messages.
"OBJECTIVE COMPLETE. TARGET SCRAPPED."
"MALFUNCTION. MALFUNCTION."
Selective Magnetism: One attack in the first phase after the middle part of the robot is damaged is a magnet that pulls the cups to the bottom-left of the screen, leaving other objects unaffected.
Shout-Out: His name is a shout-out to legendary animator Milt Kahl. Design-wise, he's a clear one to both Dr. Wily and Dr. Robotnik — a spiky-haired mad scientist who uses robots and has his own flying capsule (what remains of his robot's head in the final phase even resembles a Wily Capsule), but later uses the power of magical, multi-colored gems and skull-motif bombs to attack you. His robot's design clearly takes after The Iron Giant (as in, the original book's take - Ted Hughes' The Iron Man - on the Giant's design, not the 1999 movie based on it), and being very close to the boxing robot from Mickey's Mechanical Man. His intro also has him waggling his eyebrows in a similar manner to Dr. Wily.
Smart People Build Robots: Dr. Kahl himself, of course.
Smart People Wear Glasses: Wears a pair of lime green glasses.
Spread Shot: Once the laser on his head in the first phase is beaten, the robot gets the ability to spit out a spread of nuts and bolts. In the third phase, the boss attacks with a Bullet Hell version of this (whose load is at least lightened a bit in the patched version).
Stationary Boss: The robot doesn't move in its first phase, but unlike other shoot-em-up bosses, you can't just open fire on it, since it has three weak spots on its body to destroy.
Stealth Pun: The robot's weak point in the first phase is a large, metal heart. Looks like the tin man has a heart, after all.
Tin-Can Robot: The robot has the classic old-fashioned clunky robot look.
What Happened to the Mouse?: Neither he nor his robot are seen in the ending.

Cala Maria

"You are a cutie... I am not sure if I should catch and release!"

A gigantic mermaid fought over the ocean in "High-Seas Hijinx."

Attack of the 50-Foot Whatever: A giant mermaid who basically towers over the cups and their planes.
Barely-Changed Dub Name: The German localizaton names her "Carla Maria."
The Beastmaster: In the first two phases, she fights primarily by summoning sea creatures to attack the cups.
Body Horror: When using her petrifying gaze, two of the snakes on her loop around to the back of her skull and emerge from her eye sockets with both her eyes in their mouths.
Breath Weapon: In her first phase, she exhales ghosts that target Cuphead and/or Mugman's position(s).
Cute Monster Girl: She's a giant mermaid/gorgon hybrid, and a complete Ms. Fanservice.
Cute Giant: A gigantic mermaid with large eyes and an adorable smile. Somehow, she still manages to retain some cuteness after turning into a gorgon.
Equippable Ally: Can obtain two different coloured fish that spit different elemental projectiles at you. The red fish spit fireballs, while the yellow fish spits a homing electrified dolphin.
Eye Scream: From a distance, Cala Maria's petrifying gaze can look like she's using binoculars to focus the beams it produces. Look closer, and you'll see that two of her snakes are halfway out of her eye sockets, holding her eyes in their mouths.
Eyelash Fluttering: Starts her battle by adjusting the octopus on her head and batting her eyes with a xylophone "doink doink!" sound.
Flunky Boss: She summons all manner of aquatic life to attack you with.
Gasshole: She belches out pirates ghosts as an attack.
Giant Woman: Well, giant mermaid, but she's one of the most human-like characters of the game.
Giggling Villain: Lets out a high-pitched giggle everytime she dives underwater to weaponize a giant fish. She outright cackles after transforming into a gorgon.
Good Scars, Evil Scars: Averted. She has what looks like some type of scar on her left arm if you look. It doesn't really make her any less attractive or look like any sinister markings. And as for the evil part, well, as noted above, she and the other bosses aren't necessarily evil, just trying to save their souls.
Gorgeous Gorgon: Turns into a gorgon after taking enough damage, yet still doesn't look that bad despite the scary upgrade.
Hair Substitute Feature: She has an octopus for hair, with the octopus's head vaguely resembling a bun. When she enters her gorgon phase, the octopus's tentacles become living snake heads.
Hartman Hips: She's got some nice wide hips, and they're in constant motion too!
Losing Your Head: The final phase of her fight has her detaching her head from her body and floating though a spiked cave.
Ms. Fanservice: She's quite the dish and she knows it. Her Gorgon form doesn't look too bad either, as noted in Gorgeous Gorgon above.
Non-Standard Character Design: Compared to the other female characters, like Sally Stageplay and Baroness von Bon Bon, Cala Maria has a figure and flaunts it.
Oh, Crap!: When she uses a giant fish to send projectiles at you (some of which are pink and parryable in the patched version), she reacts in this way when it slips out of her hands. A more pronounced such reaction follows just before her eels shock her and trigger her second phase.
One-Winged Angel: As mentioned several times, her gorgon form. Her floating head phase is more of a Clipped-Wing Angel due to not being as powerful and relying more on the surrounding environment to hurt you.
Our Mermaids Are Different: About fifty feet tall, wears an octopus, can turn into a gorgon...
Painful Pointy Pufferfish: She can summon them to damage the players.
Psycho Electric Eel: Two of them appear during the 2nd phase, turning Cala Maria into a gorgon. More show up to assist her in battle too. And they shoot many bullets, some of which are pink and parryable in the patched version.
Punny Name: Besides the obvious "calamari" pun, Calamaria is a species of snake, and Cala Maria is a beach in Spain, so it's a pileup of puns!
Purple Is Powerful: She's got purple "hair", lavender-tinted skin, and she's a powerful foe.
Seashell Bra: Befitting a mermaid.
Shout-Out:
- One to Parodius, which likewise featured a giant mermaid with a green tail as a boss in Gokujyo Parodius. And a giant gorgon boss in a later game, Sexy Parodius, which itself was a shout out to Castlevania, since it was virtually a giant Medusa Head^note.
- Additionally, when her body turns to stone in her last phase, her head breaks off first, and then her arms. This causes the resulting torso to resemble the famous incomplete statue of Venus de Milo.
- The sea turtle she summons in her first phase looks like a very angry Toby Tortoise from Disney's Silly Symphonies (specifically "The Tortoise and the Hare"), and his fisticuffs pose alludes to the boxing match held in "Toby Tortoise Returns."
Snake Person: She takes on some serpentine features once she turns into a gorgon, gaining fangs, snake-like eyes, and a forked tongue. Even in her first phase, her undulating movements evoke the spirit of the trope.
Spread Shot: Her first phase can use a spread shot via a red fish "weapon" (some of whose bullets are pink in the patched version), and can also call in a turtle that fires mines into the air that explode into 8-way spikes. Her second phase has the respawning electric eels that fire spreads of 5 (some of which, again, are also pink via patch).
Stationary Boss: Only during the second phase, where she loses the ability to retreat underwater.
Swallowed Whole: Implied. She uses ghosts of dead sailors as a Breath Weapon.
Taken for Granite: In her gorgon form, she can fire out a huge beam that'll turn our heroes into stone, which will put them in danger of getting hit by a real bullet if they're not quick to break out of their stoned forms. This eventually gets turned on her in her second-to-third phase transition, where her whole body (sans her head) turns to stone and crumbles into the ocean, forcing her to detach her own head and continue battling the cups. In simple difficulty, her entire body becomes completely petrified after her defeat.
The Tease: Not only does she pose before the cups in her intro, but her game over card in her first phase definitely has her flirting with them too.
"You are a cutie... I am not sure if I should catch and release!"
Tentacle Hair: She has an entire octopus adorning her head, its tentacles forming her hair. When she transforms into her gorgon One-Winged Angel form, though, these tentacles become live snakes.
Throat-Slitting Gesture: Shown doing this in her first phase game over card, as seen in her page image.
Unexplained Recovery: By the time you get to her third phase, her body has been completely shattered aside from her head, which is now floating. And this is not even taking in an account her gorgon transformation. The ending shows that she's fine, back to her initial appearance, and also much smaller, apparently no taller than Cuphead and Mugman.
World's Smallest Violin: When she's beaten in Regular Mode, one of her snake hairs plays a tiny violin.
X-Ray Sparks: When being electrocuted by the eels during the transition into the second phase.
Your Size May Vary: She's absolutely enormous during her battle, but relatively normal-sized in the ending.

Phantom Express

"I can... see... into the future. You... will be... counting worms."
"All aboard!! Next stop — your funeral."
"Sorry! This train is only for the dead... but we can help you with that."
"What a glorious night for me to bring the fright!"

A haunted train comprised of the Blind Specter, an eyeless ghost; the Conductor, a skeletal conductor; the Lollipop Ghouls, two giant animate pistons; and finally, the train's living engine, the Head of the Train. You fight them on a rail cart in "Railroad Wrath."

Afterlife Express: Inhabited by many spectral beings who attack you.
Animate Inanimate Object: In the third phase, the heroes fight against a pair of train pistons with faces protruding from the wagons, and during the final phase, they fight the train's engine.
Attack Its Weak Point: In the final phase, you must parry off the engine's tail to expose his boiler core and shoot at that.
Bigger on the Inside: It must be, considering the Conductor and the Lollipop Ghouls only partially emerge from the train cars.
Blind Seer: The Blind Specter's game-over quote invokes this, though it's not clear if this is just his way of trash-talking our heroes.
Breath Weapon: The Lollipop Ghouls in the third phase attack you by breathing columns of lightning.
Death from Above: The Head of the Train has many of these attacks, since he's galloping after you on stilt legs. Not only can he drop rings made of bone on you, but if you open his boiler core, the hot coals inside will also start dropping on your head.
Dem Bones: The second phase sends out the Conductor, a giant skeleton conductor to try and crush you.
Disc-One Final Boss: The final runaway debtor that you need to get a contract from, but the game isn't over just yet.
Everyone Calls Him "Barkeep": The Conductor has no official name aside from...well, the Conductor.
Eyes Do Not Belong There: The Blind Specter in the first phase has eyes it can shoot out from its palms... and yet ironically, it never has an eye in its actual socket.
Ghostly Gape: The Blind Specter's one eye socket is completely empty at all times.
Ghost Train: The Phantom Express is a creepy living train who carries a ghost, a skeleton conductor, and two lightning-shooting creatures through a dark forest.
High-Speed Battle: You spend the whole fight racing alongside them in a rail cart with parryable controls, while continually-appearing minions try to mess with your positioning.
Implied Death Threat: Every phase except the final does this in their respective game over quotes.
Sentient Vehicle: Aside from the fact that the train owes the Devil its soul, the train engine itself attacks the heroes in the final phase.
Shout-Out: The final phase could be one to Sleeper Brakeman's fight from Noitu Love 2, involving a train engine on legs with an object at its back which has to be hit in order to make the boss vulnerable. Doom Train from Final Fantasy VI may also have been an inspiration, since you start fighting the "guests", then the conductor and finally the train itself. Even the Game Over text claiming it is meant only for the dead is something said once in Final Fantasy 6 when the group arrives at the train station.
Spider Tank: At the final phase, the engine stops the train to reappear galloping like a horse with spindly legs.
Stationary Boss: Unlike the other parts of the boss, the Blind Specter stays on the right side of the screen and doesn't require moving the handcart to hit it. It compensates by tossing eyeballs that can block shots and spawning pumpkin enemies that can parry the pink handles at the end of your cart, either yanking it out from under you while you're in mid-air, or sending it straight towards the Specter itself.
What Happened to the Mouse?: The Head of the Train, the Conductor, and the Lollipop Ghouls aren't seen in the epilogue (indeed, the latter are seen melting upon defeat). The Blind Specter from the first phase does, though, perhaps on behalf of the entire train.
Wrong Side of the Tracks: Their tracks, that is - Inkwell Hell is just on the other side on the map.
Youkai: All of the ghosts inhabiting the Phantom Express are subtly based on different types of youkai. The Blind Specter is based on tenome, an eyeless old man with eyeballs on his hands; the Conductor is based on gashadokuro, a giant skeleton; the Lollipop Ghouls appear to be based on rokurokubi, women that have long serpentine necks; and the Head of the Train is based on oboroguruma, oxcarts with faces found on roads late at night.

Characters / Cuphead - Runaway Debtors

Inkwell Isle One

Inkwell Isle Two

Inkwell Isle Three

Previous

Index

Next

Characters / Cuphead - Runaway Debtors

Edit Locked

Inkwell Isle One

Inkwell Isle Two

Inkwell Isle Three

Previous

Index

Next