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As you'll soon see, this game is chock full of references to '30s culture, '90s games, and many other things.


  • The game's main inspiration is the Fleischer Studios short Swing, You Sinners!. While this mostly comes across visually, there are also a few direct references: Cagney Carnation moves in exactly the same way as a particular ghost from that short (particularly his splayed, upward-facing palms)note  and the song's melody is similar to his fight music, and the achievement for beating the final boss is named "Swing You Sinner". Very early concept art even included a study of Cuphead pleading for his life in the same way that Bimbo does when threatened with a straight-razor.
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  • A live-action storybook cutscene resembles the same cutscene from Snow White and the Seven Dwarfs, from the part where it opens at the very beginning, all the way to the closing end of the story.
  • Cuphead and Mugman fire blue bullets of energy from their fingertips, and can even fire a bigger, more powerful shot for more damage. Sounds familiar.... They're also very similar to Shyna's from Silhouette Mirage.
    • The large purple energy triangles Rumor Honeybottoms summons at you look like the Mana drops from Silhouette Mirage.
  • The achievement you get for beating King Dice is named "Casino Night".
  • The shopkeeper Porkrind is a pig with an eyepatch, most likely inspired by the purple smoking pirate pig from Wonder Boy III: The Dragon's Trap; he also sells various liquors, like the dragon bartender from Wonder Boy in Monster Land. The equip cards he tells you to check on your menu bear a striking resemblance to the Monopoly property cards.
  • One of Cagney Carnation's final form's attacks is spitting out white (or pink) puffy things that float across the screen. Cuphead's latest patch had one new bit of content that said "Touch fuzzy, get a little dizzy". Now, when you touch the puffy floaty thingies the screen gets a little blurry and gets a rainbow effect, like the infamous drug marshmallows (sorry, FUZZIES) in Yoshi's Island.
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  • Goopy le Grande takes his bright blue color and pointed tip from the famous Slimes of Dragon Quest.
  • The frog brothers, Ribby and Croaks, are clear references to Ryu and Ken from Street Fighter, down to performing their Personal Actions from Street Fighter III at the start of their fight. Their death quote in the final phase also references one of the battle announcer's quotes from Street Fighter Alpha.
    You went for broke and now you're croaked.
    • The brothers also reference several cast members of the original Street Fighter II: Ribby fires Hadoken-esque projectiles with a spinning hand motion similar to E. Honda's Hundred Hand Slap, tosses another set with Guile's Sonic Boom motion and enters the second phases with Blanka's Rolling Attack, while Croaks does his fan attack with the same movements as Zangief's Double Lariat and spits out fire projectiles ala Dhalsim's Yoga Fire; given the Playing with Fire theme, it also emphasizes his role as the Ken analogue. When both merge to form the slot machine, the references shift to the four bosses: the slot motif itself harkens to Balrog and his casino stage, and the three animals which lead to the bosses' attacks are a tiger, snake and bison, referencing Sagat, Vega and M. Bison.
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    • Speaking of that, the "YOU DIED!" message that appears when you get killed (whether Cuphead in single-player or both him and Mugman in co-op) is a Call-Back to the similar "YOU DIED" message in the Game Over screens of the earlier Resident Evil games.
    • Both characters look similar in both design and color scheme to the Frog and Toad from the eponymous series by Arnold Lobel.
  • Hilda's constellation forms are based on Noiman Cascade's virtual simulator bossfight in Contra: Hard Corps, even taking on the exact same constellations to boot (Taurus, Gemini, Sagittarius). She also turns into a mechanical crescent moon that reminds of an early boss from Capcom's Chariot shooter (included in the Three Wonders arcade game).
    • The way that Hilda moves to summon one of her tornadoes is reminiscent of the way Andy Bogard from Real Bout Fatal Fury 2 moves to summon his "Geki Hishouken" attack.
  • Another reference to a classic shooter is Cala Maria, a giant mermaid who resembles Eliza of Gokujō Parodius!. Cala Maria had a pirate ship on her head in early concepts, just like her inspiration, but it was scrapped due to being too difficult to animate. Likewise, she turns into a gorgon and has her head detach to fight you in the final phase, which is a reference to Sexy Parodius (the fourth game in the Parodius series) which likewise had a gorgon boss on one of its paths. That itself was a shout out to Castlevania, which also has Medusa Head enemies that are similar to Cala's gorgon head. And while likely coincidental, the final phase of this fight being an air battle against a flying, projectile-spewing gorgon head is uncannily similar to the final phase of the fight against Medusa in Chapter 9 of Kid Icarus: Uprising. Finally, the fight's final phase is also a reference to Lar, the final boss of the aforementioned Chariot, in that both he and Cala Maria shed their whole body and go on as just a floating mask/head.
  • Baroness Von Bon Bon can send a Gobstopper/Jawbreaker after you that imitates Pac-Man.
  • Wally Warbles' color scheme is exactly that of Rokh, an even larger bird from Popeye the Sailor Meets Sindbad the Sailor, a fellow '30s cartoon, as well as Woody Woodpecker. Similarly, Captain Brineybeard looks a lot like Sindbad/Bluto. Wally's house also has a very similar appearance to the one located on Popeye's boat, and they are even defeated in similar ways (Rokh is defeated by being cooked by Popeye, and when Wally is defeated his helper birds begin preparing to eat him with some salt and pepper). Also, the eggs that he spits out resemble those of Yoshi's.
  • Dr. Kahl seems to be based on Dr. Ivo Robotnik/Eggman and Dr. Wily, being a spiky-haired scientist who attacks by piloting giant robots and using the power of magic gems. He even begins the fight with Dr. Wily's eyebrow wiggle. He's named for animator Milt Kahl, of Disney's Nine Old Men. The robot he's piloting himself in the scrapyard resembles the original book novel look for Ted Hughes' Iron Man/Iron Giant.
    • Meanwhile, the fight proper, which involves using a flying machine to destroy a Humongous Mecha piece by piece until the cockpit of said mecha detaches to be fought as a second phase, bears a very strong resemblance to the N. Gin boss battle from Crash Bandicoot 3: Warped.
  • Grim Matchstick's design and move-set resembles the Mecha Dragon from Mega Man 2, while his name itself, and his stuttering during his taunts, are an homage to legendary Fleischer animator Grim Natwick.
  • "Die House" contains the line "I never play nice, I'm the Devil's right hand man!", which sounds very reminiscent of "I'm a gambling boogeyman, although I don't play fair!" Both songs are themselves references to the music of Cab Calloway.
  • The battle with King Dice itself is preceded by a boss rush, where you roll a die to move across a board and fight various mini-bosses along the way, similar to Black's stage from Gunstar Heroes, right down to the second-last space sending you back to the start.
    • To further reference the stage, one of the mini-bosses is a disembodied face over an 8 ball with an overly animated "mouth", much like the infamous Melon Bread boss from Gunstar Heroes. Furthermore, on Inkwell Hell's status card, it's named Mangosteen.
    • Another likely Gunstar Heroes reference comes from the Chaser weapon, whose shots home in on enemies and the bullets are lime-green stars, like the same-named Chaser weapon in Gunstar Heroes.
  • The part where Sally Stageplay transforms into a Valkyrie seems to reference Final Fantasy with her casting various elemental spells complete with their attack names popping up in front. The pose she adopts, the clouds, and the color of the wings could, in a way, be referencing Kefka specifically. And in the Nintendo Switch and Patch 1.2 versions, the cardboard cutout of her husband you've squished earlier (complete with halo) bears a striking pose similar to that of the "Rest" part of the Statue of the Gods in Final Fantasy VI.
    • Speaking of Final Fantasy, when you start the game and get to the "New Game/Continue" screen, the teacup that lies on the spotlight against the shadow in an otherwise black background is similar to the way Cloud Strife's Buster Sword is standing in silhouette on the spotlight in the same black background in the "New Game/Continue" screen in Final Fantasy VII.
    • Her intro animation, in which she blows up her wedding dress is a reference to Urien's intro in Street Fighter III.
  • The locomotive final phase of "Phantom Express" appears to be a shout out to Sleeper Brakeman from Noitu Love 2. Both of them are locomotives on legs with a glowing object at the rear which has to be hit in order to make the boss vulnerable in some way. It may also be a reference to the Mad Dog boss from Dynamite Headdy, another four-legged, wheeled automaton whose vulnerable spot is a glowing bulb on its tail.
  • In Contra: Hard Corps, the Big Bad gives the player characters a We Can Rule Together offer that the player can choose to accept or decline. Declining starts the fight against the Big Bad, accepting nets you a bad ending shot of the player characters as his evil servants. A very similar situation complete with yes/no choice happens over here before Cuphead and Mugman face off against the Devil.
    • Speaking of that, the "Oh, Crap!" reaction that Cuphead and Mugman get at the start of the final battle when the Devil gives them a Death Glare that plays out what he will do to them and they both give out a terrified scream is kind of an homage to the boss fights in the Battletoads series when either Rash, Zitz or Pimple (and Billy and Jimmy Lee in the Double Dragon crossover) get the same terrified reaction when facing many bosses at the start of the battle.
    • Another likely Contra: Hard Corps reference comes from the HP number box at the bottom of the screen that allows you to take three hits before dying, just like the Life Meter from the game's Japanese version.
  • A "Hotel Iwerks" and a billboard for "Tyrus Gardens" can be seen in the background of the "Perilous Piers" level.
  • The cat boss in "Murine Corps" appears to be a reference to the Cheshire Cat from The Adventures of Batman and Robin, right down to its face falling off at the end to reveal a robotic interior. Before that happens, it looks very similar to Tom, specifically his earlier incarnations.
  • "Funfair Fever" uses a ragtime riff that's very similar to the first few bars of the Athletic theme from Super Mario World. Subverted in that said riff is actually common in ragtime music, making it a case of Older Than They Think.
    • The floating platforms in Cagney Carnation's fight are patterned after Piranha Plants.
  • In Funfair Fever's more menacing stage, Funhouse Frazzle, there are pink, floating cards that, when parried, can reverse gravity (and some of the controls with it) at certain points (which may be useful if you want to avoid anything bad coming at you). This Gravity Screw is kind of an homage to Gravity Man's stage in Mega Man 5.
  • The Devil's win quote is taken from M. Bison/Vega in the console versions of Street Fighter II.
    "Anyone who opposes me will be destroyed!"
    • Speaking of Street Fighter II, if you manage to die in the tutorial via hack, you get an empty death card that quotes Sagat from SFII.
      "You are not a warrior. You're a beginner!"
  • The final boss, being the Devil sitting on his throne, reminds of the fight against Lucifer/Loki at the end of Ghouls 'N' Ghosts. The magicians popping out of nowhere from the funfair stage are similar to the magicians from the same game who hide in chests and turn Sir Arthur into other characters.
  • Street Fighter III gets, appropriately enough, three of these: parrying is a game mechanic (although only pink attacks here are parryable), EX attacks buff the player's moves at the cost of meter, and full meters give access to Super Arts, which like in Street Fighter III, have three options to choose from (barring the special one in flying stages).
  • Cagney Carnation pulls down his jaw and whips his tongue out much like Necro's taunt in Street Fighter III.
  • After the credits, King Dice quotes the phrase That's all there is, there isn't any more.
  • The explosions of the missiles in "Junkyard Jive" strongly resemble those of the skull bombs from Truxton.
  • One of the achievements is called "Magician Lord".
  • The Devil's second and (especially) third form are heavily reminiscent, in lighting, perspective, and style, of Chernabog from Fantasia.
  • The pills Wally Warbles' medics spit out resemble the Megavitamins from Dr. Mario.
    • Before that, however, Wally spits out rainbow-dot eggs that kind of resemble Yoshi's eggs from Super Mario World.
  • Beppi the Clown shares his name with Tito Beppi, a clown portrayed by Lon Chaney in the 1928 film "Laugh, Clown, Laugh".
  • Rumor Honeybottoms resembles Queen Sectonia, being a giant magic-using queen bee with a staff as her main weapon who transforms into something completely different for her third phase.
  • Rumor Honeybottoms's introductory ahimation has her brandishing a fork and knife at you. This may be a reference to one of Q-Bee's victory animations from the Darkstalkers series, where she (and her entire hive of subjects) does the same.
  • King Dice's nightmarish Slasher Smile references Pinocchio's Coachman down to the similarly detailed eyes. However, Dice has a more obvious demonic connection than the Coachman is implied to have.
    • Djimmi's puppet form is uncannily similar to Pinocchio also.
  • The number on the Phantom Express, 4561, is the set number for a LEGO train set released in 1999.
  • The third Super Art, Giant Ghost, involves the player's spirit leaving their body and attacking independently (while being steered by the player's directional inputs), prompting more than a few jokes from the fandom about Cuphead and Mugman's Stands.
  • The 3rd quarter of "Rugged Ridge" features some Greco-Roman statues and ruins populated with satyrs, all which look very similar to the "Pastoral Symphony" segment on Fantasia.
  • Hopus Pocus' defeat animation is very similar to some of the expressions by Bugs Bunny in the 1940s.
  • The transformation of Captain Brineybeard's boat makes it look very reminiscent of the whale of the Mickey Mouse 1938 short, "The Whalers"; incidentally, said whale inspired Monstro.
  • The woodpeckers from "Treetop Trouble", unsurprisingly, look very similar to the early incarnations of Woody Woodpecker.
  • Cagney Carnation's boss fight seems to draw direct inspiration from Nettori, another stationary plant boss. The platforms are similar, and the spore shooters are near-identical in appearance.
  • The big, smiling faces of Cuphead and Mugman on the character selection screens are obvious throwbacks to the opening cards of many Classic Disney Shorts, which featured their starring characters with a big smile towards the camera.
  • The battle arena for Mr. Chimes (a toy monkey) also contains a plush wolf and lizard as background elements. Jared Moldenhauer confirms in this video that this was an homage to the three playable characters of Rampage.

Delicious Last Course

  • One of the bosses briefly glimpsed in the July 2 trailer is a giant old man with mountains coming from his beard. He is clearly modeled after the titular antagonist of The Old Man of the Mountain.

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