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Cuphead – Full Analysis | Classic Boss Design in the Modern Age

Cuphead – Full Analysis | Classic Boss Design in the Modern Age
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Cuphead is a classic, side-scrolling, platformer shooter that has caught the eyes of millions. Its presentation is one of its main selling points with hand drawn animation and live jazz recordings, all heavily inspired by 1930’s cartoons.

However, the presentation doesn’t mean anything if the gameplay doesn’t back it up. Does Cuphead deserve to be as revered as it is? Are Cuphead’s bosses actually well-designed? Let’s find out, shall we?

Given the length of my recent videos, the website will now host the script used when making the video. The original script with footage notes and strikethroughs can be found on Patreon.

Of course, as we discuss Cuphead, the spoilers just kinda roll in, since each boss we journey through is in itself the entirety of the spoils. So I’ll leave watching to your discretion.

Cuphead encourages experimenting with different bullet types and charms for different bosses, so those aspects I won’t dive into.

Every Cuphead boss has bundles to discuss, but I don’t want to just walk through each boss and that’s that. So, we’re gonna spice it up a bit. We’re going to do something we’ve never done before and that’s a new segment called Frame By Frame, where we’ll be looking at the game slowed down to see exactly what is happening, the animations involved, and the amount of effort put into the game. We’re also going to include trivia, diagrams, and some surprises.

We’ll be diving right into each and every boss with a real fine comb, so let’s begin our journey in Inkwell Isle One.

Inkwell Isle One

Inkwell Isle One starts with a fork in the road. The player is most likely going to hit the shop first because it’s more prominent, it has a slight jiggle to it, and it’s a Shop. Plus, what is this on the ground? Target practice? I don’t have a bow and arrow.

So the player will more likely than not hit the Botanic Panic first, which is important because of its simplicity and low difficulty. It’s a great introductory boss.

Botanic PanicThe Root Pack

The Root Pack is a lovely group of vegetables. Unfortunately, however, this boss for some reason goes out of its way to make a complete mockery of Hinduism.

The third phase is Psycarrot — a caricature and taunt of the Hindu god Shiva. This carrot has a third eye in its forehead and it’s only used to attack. In modern times, Shiva is represented as “Linga” which translates to penis in English, and, guess what, a carrot is sometimes a euphemism for penis. This is the easiest and weakest boss in the game, seemingly suggesting that Shiva is easy and weak.

I’m sorry to say that this isn’t satire. This guy is serious.

Anyway, the Root Pack is a reference to the Rat Pack — a 1950’s group comprising, most notably, Frank Sinatra and Dean Martin.

Moe Tato

The first phase is Moe Tato.

Like most potatoes, Moe Tato can be referenced to the actor Moe Howard.

For context, it’s important that we know the studio’s intentions. They wanted to make a reaction-based game, rather than straight memorization. They went with more of a repeating pattern type of approach, rather than proximity-based as they were also looking at.

But, they felt that this repeating pattern approach could have less surprise on subsequent replays, which is quite important for a game centered around replaying over and over — of course, without being too reliant on RNG.

Which is why Studio MDHR made sure to mix these patterns with varying spawn points, velocities, and so on. Well, except when they make the boss a hectic hodge podge of everything.

What they did with Mayo Tomato is this idea in its most basic form. He spits exactly 4 objects for every pattern, but each pattern differs in speed, and so you must adjust accordingly.


The second phase is the sour patch kid Weepy.

Of course, his crying is due to this poor onion’s stereotype of making people cry.

While Moe Tato’s attacks differ in speed, Weepy’s attacks differ in their spawn points. His first round of crying only happens for a second, to introduce the player to what he’s all about. Of course, this doesn’t happen in future bosses, but it’s definitely not a bad idea to ease the player into any game. It’s almost as if the game is saying, “Expect the unexpected,” in regards to different Boss phases.


While Weepy’s attacks differ in their spawn points, Psycarrot’s first attack expands the spawn point differentiator and starts homing in on you at a reduced speed, followed by an attack that simply follows a straight line.

Psycarrot’s homing carrots are well-telegraphed on their own due to their slow speed, but the carrots also fly in from the background which could be a great telegraph as well as a cool visual. However, the carrots in the background are only there aesthetically, because they don’t always show you where the carrots will end up.

Some bouts of carrots will end up exactly where the background says they will… while other bouts of carrots will end up on the opposite side as if flipped on the X axis. Thankfully, it doesn’t affect the fight, and the background ends up used more effectively in future bosses.

Also, the third eye works pretty well because carrots have wrinkles and carrots improve your eyesight.

Frame By Frame

Our first Frame By Frame happens to be on the first boss!

Moe Tato starts popping out of the ground before the ground itself breaks open.

Weepy, on the other hand, is too fat to cheat the ground that way.

Psycarrot also happens to break through normally, and ends with a nice pose that lasts roughly 1/6 of a second.


While the Root Pack is easy and has hardly any replay value, this boss is still important because it introduces attack possibilities. Patterns that vary in speed and spawn points, attacks that home in on you, attacks that directly target you but follow a straight path, and attacks that become more difficult to dodge if you don’t take care of other attacks or obstacles.

Ruse of an OozeGoopy Le Grande

Goopy the Big is an interesting fight, if not for the sole reason that this is the only boss in the game that doesn’t use projectiles or minions.

While the Root Pack demonstrated quite the variety and attack possibilities, Goofy focuses on awareness and positioning, including dashing and crouching.

Awareness and positioning is important because Goopy is always on the move, his jumps erratic and unstoppable. Just the fact that this boss rides the opposite spectrum compared to the Root Pack provides the experience the player needs to proceed further in the game.

Of course, none of this is necessary, but these distinct and utterly antithetical boss systems help the player improve their skill, as well as just make each boss distinct from one another mechanically.

His Phase 1 has a problem, however. I wouldn’t have thought that I could duck his Phase 1 punch, considering Goopy is clipping Cuphead here.

Which is perplexing, because his Phase 2 punch makes it rather obvious that you can duck underneath.

Despite these phases being rather erratic, if dashes are utilized properly, they’re fair and keep you on your toes.

Goofy’s 3rd Phase was well-done. You have to shoot up or at an angle to actually hurt him; otherwise, you could just shoot straight forward, dash around, and that would be the end of it. That would be boring. He also tends to be slightly unpredictable by moving back and forth a couple or few times before smacking down.

Frame By Frame

The transition to Phase 3 is more brutal when slowed down. Plus, he’s on the tombstone before he gets smashed, so is the tombstone his clone or another Goopy?

Which, surprisingly, actually makes sense considering this boss originally had two Goopys. So when Studio MDHR killed off the second Goopy, they made him the 3rd Phase as a tombstone. That’s brilliant.

This is further backed by the fact that the original Goopy never shows up in the ending screen, implying he’s dead.

Here at Corvus Analyzes, we make our own trivia.

Clip Joint CalamityRibby and Croaks

Ribby and Croaks are a boxing duo and the only boss that comprises two individuals fighting alongside each other throughout entire Phases. There’s also the dichotomy between the frogs and the flies in the background, which is a great visual detail.

Street Fighter frogs’ intro poses are taunts from Street Fighter 3’s Ryu and Ken. Followed by Hadouken, which provides a good parry challenge if you’re going for that A+ rank since you have to dodge and weave through the fast and the furious.

The slot machine has three obstacle options that challenge your reflexes and add replayability due to how different they are from each other.

Notice how you have to dodge, weave, and react, not fall, stumble, and gag on attacks that are way too fast.

There’s nothing more I can really say here, so let’s spice it up again!

There’s actually a decent amount of changes between Regular and Expert modes here, and I couldn’t find any videos on this subject matter.


Ribby and Throats’ Expert difficulty actually mixes up all of the moves instead of only increasing health and speed. THIS is how you handle Expert mode. The first phase has the player juggling the Hadoukens and the fireflies at the same time.

The number of Hadoukens thrown at once is reduced so the player has a chance to actually handle the fireflies.

The second phase is the same as Regular difficulty, but Hadoukens are thrown into the mix, three per occurrence. However, this is poorly executed, because this Phase lasts only two Ribby bouts. He might bounce some Saturns, throw a few Hadoukens, but then you’re left with empty wind and the transition into Phase 3. It also doesn’t help that you’re always damaging the boss, whether you’re facing left or right. But I would argue that’s more of a health or Phase balancing issue.

Frame By Frame

Here’s Ribby rolling… ooooo… that’s creepy…

Here’s the slot machine transformation. You can see at which point it turns from two separate individuals into one.

Threatenin’ ZeppelinHilda Berg

Hilda Berg is divided up into many different phases, between her Blimp forms and her constellations.

Sometimes, I would wonder where the Phases actually split off throughout the game, so we’ll occasionally step through the Timeline, like we’re about to do for Hilda Berg.

The Timeline itself is a genius idea. Being able to view your progress is, arguably, a main reason that players typically just wanna try over and over until they perfect each Phase. And that’s what it’s all about — wanting to practice each Phase and seeing your progress inch towards perfection.

However, there’s another side to this argument that I’ll let you check out in snomaN Gaming’s Cuphead video.

Blimp Phases

Phase 1

Hilda Blimp here starts with simple Ha’s and the zeppelins follow a purple, purple, green pattern.

Phase 3

Hilda Blimp here alternates between 2 and 3 Ha’s while firing tornados in between.

The zeppelins themselves follow a strange pattern for a phase that only lasts a few seconds and only occurs during this Phase.

Phase 5

Hilda Blimp here alternates between 1 and 2 Ha’s while firing tornados in between.

Two purple zeppelins fly out 5 times, then a single purple zeppelin flies out. I’m not sure why they stuck that single one in there, considering this phase is also short.

Despite the strangely in-depth patterns for such short Phases, these Phases punctuate the more prominent ones. This Timeline separates the Constellations, which we’ll soon see, and makes the Phases feel much more distinct from one another, considering the obvious approach would be back-to-back Constellations. And as we’ll see later on, some bosses have Phases that blend together.

Constellation Phases

The Constellations are Phases 2 and 4. Only purple zeppelins will spawn during these constellations.

Phase 2

Hilda Zodiac here will always transform into Taurus.

Taurus’ attack is quick, but the telegraph is just long enough with it stopping and winding up. However, the edges of the screen are safe from its grasp, which is a strange design choice considering the entire goal of this Phase is to force you to balance damaging the bull and avoiding the bull’s thrust.

Phase 4

Hilda Zodiac here is a 50/50 between Gemini and Sagittarius.

Gemini’s attack is both visually pleasing and pleasant to navigate the spherical path. Problem is, there’s no rhyme or reason to the spinning fireball’s starting direction, so it could easily just cheese you. Of course, more likely than not, it won’t give you any swiss, but any possibility of unfairness needs to be fleshed out so we don’t have another Hindenburg.

Saggy, on the other hand, takes Psycarrot’s lead with its slow and destructible homing stars, but they’re also on top of an indestructible arrow. While definitely not as flamboyant as Gemini’s attack, Saggy really hits the mark.

In fact, each one of these constellations forces you to maneuver in different ways: vertically, spherically, and stop following me.

Moon Phase

Hilda Moon is quite the shock. There are two UFOs and they work together perfectly. The red UFO beams down when you’re underneath or at the edge of the screen. The yellow UFOs always attack in front of you, so if you’re not paying attention, you could run straight into it thinking it’s a red UFO. It’s a relatively simple and quick Phase, but the UFO mechanic can be challenging and it’s quite the pleasure distinguishing between the two since they work in tandem.


In Expert mode, the green zeppelins will fire 5 at a time instead of 4, the first constellation will always be Gemini, and the second constellation will always be Saggy. Considering those two Constellations are more fun than Taurus, despite Gemini’s attack being flawed, this is a welcome change.

Frame By Frame

Most people won’t really catch her original form since she transforms so fast, so here it is! Her idle smile only lasts for a few frames before opening it for the cloud sucking. And, well, the rest is history.

And, of course, the famous moon transformation. It occurs over less than a second. She gains that bump on her forehead before the next frame where the moon starts popping out.

Floral FuryCagney Carnation

James Carnation is a boss where every attack is well-telegraphed, parrying will affect the spawns, and the Phases kind of blend together, that is, until the Final Phase.

Look at that jive though.

Phase 1

Phase 1 alternates between his Seed Gatling Gun and his Lunge Attack.

The Seeds are color-coded and worth mentioning because this boss manages to reward Parrying considerably.

The pink seeds plant a floating, half-invincible flower that everybody hates, and so this is how James actually makes parrying feel rewarding in a completely different sense compared to Ribby’s fist-o-mania.

There are two interesting facts about the pink seeds:

  1. If a pink seed lands when there’s already a floating flower, then a homing piranha plant spawns instead, similar to the blue seeds.
  2. If you destroy the floating flower while the pink seed is in mid-flight, that pink seed will NOT spawn another floating flower, but instead a homing piranha plant.

Phase 2

Phase 2 alternates between opening his Cuphands and his Lunge Attack.

Phase 3

Phase 3 alternates between his Seed Gatling Gun and opening his Cuphands.

See how these Phases aren’t really distinct, they lack transitions, and each Phase has relatively low health. Because of this, Phases 1, 2, and 3 all blend together, which is only a problem if you consider them separate Phases rather than just one Phase. For me, and I’m sure for most players out there, James Carnation has 2 distinct Phases, rather than 4.

Final Phase (4)

The Final Phase we see half the playing field blocked off, yet it works out wonderfully because every attack is so well telegraphed and it doesn’t get too hectic even though there are only three platforms to stand on.


In Expert mode, Frank actually has 3 Phases instead of 4 and each Phase is distinct this time. This Expert fight is by far the most challenging in Isle 1 because of his Phase 1 doing nothing but spilling seeds everywhere. This is another great example of Expert mode done right — completely changing and mixing and matching Phases.

Frame By Frame

Ladies and Gentlemen, here’s a frame that was accidentally mixed into the animation early.

And here’s the smooth animation from his Gatling Gun to his normal, smug self.

For his Final Phase, we see the white dandelions spawning on top of the white ball..

And here we see a white dandelion deciding that it’s going to be pink after a single frame of thinking about it.

Inkwell Isle 2

So far we’ve seen quite the variety and challenge. The Root Pack and Goopy both introduced separate mechanics just by being such distinct bosses. Hilda Berg introduced us to flying, while both Ribby and Carnation kept us on our toes with dodging and weaving and positioning.

Something’s missing here though… maybe something to satisfy my sweet tooth.

Sugarland ShimmyBaroness Von Bon Bon

Marie Antoinette comprises 4 distinct Phases. The first 3 Phases are randomly drawn from a pool of sweets — Jawbreaker, Candy Corn, Cupcake, Gumball Machine, and… Waffle? I mean.. they could have just went with chocolate since everyone I know and don’t know thought it was a chocolate bar at first and that would have made more sense, both for the sweets theme and the fact that chocolate bars are known to break apart, not waffles.

In terms of the individual sweets, they’re all extremely simple:

  • Avoid Jawbreaker.
  • Avoid Candy Corn.
  • Avoid Cupcake.
  • Avoid Gumball Machine.
  • And avoid Waffle.

With little gimmicks here and there.

But, of course, to counteract the simplicity, Phases 2 and 3 add jellybeans that block off half of the screen due to the strange spawn point. The jellybean warriors feel unfair, simply because it’s all trial and error figuring out that you have to stand on the left side of the screen in order to avoid them.

You get hit by a jellybean, ponder what the crap just hit you, and proceed to restart the boss because you feel gypped off of that one hit point.

There definitely could have been changes made to the sweets themselves to sugar them up and increase the challenge. Phase 3 even handles this better with slow but deliberate triple sugar clouds. Not only are those fair, but they also provide a parrying challenge all about timing.

Final Phase (4)

For her Final Phase, the Peppermint can always be parried, which provides nice movement versatility when trying to juggle her head and shoot her at the same time, since being on the green platform is your best bet at damaging her.


The most notable Expert mode changes are the extra jawbreaker and now the Waffle will split himself into 4 pieces twice instead of 8 pieces once, so there aren’t any changes that make Expert mode worth it.

Frame By Frame

When Bon Jovi raises her candy cane in the beginning, the second frame has four candy canes.

Pyramid PerilDjimmi the Great

Djimbo has the most Phases out of any boss in the game with 5 total; however, the game only recognizes 4 of these.

So with Jimmy we’re gonna dive right into the Timeline.

  • Phase 1 has three attacks that can pop out of his hefty chest.
  • Phase 2 is a short segment comprising totems where you shoot his face.
  • This is where the game freaks out a bit. The totem segment is only half of Phase 2; the other half being Phase 3, where he pops out of one of those designer coffins.
  • Phase 4 is a marionette that takes the image of both Cuphead and Mugman.
  • And Phase 5 is him.

I think it goes without saying that a Phase on the Timeline should not be two Phases. This misleads players when determining how close or not close they were when fighting a certain Phase.

Phase 1

Phase 1 spices itself up by choosing one of three possible attacks for every boss try, despite it being an extremely brief Phase. The Cuphead smoke can’t hurt you, but the skull of a similar color can, which perplexes me, simply because it only happens once. Swords hit you from above if you fly behind him, which makes no sense because, even without the swords, you’re already in a terrible position.

Phase 2

Phase 2 is a waste of time, and Studio MDHR admits this by considering this Phase a transition Phase, so they pile it in with Phase 3. The saws are so easy to dodge that you don’t even need to use your small plane form, you just kinda fly. This Phase is more tedious to go through than it is enjoyable, which is supported by the fact that it’s clearly only a transition Phase.

Phase 3

Phase 3’s eyeball pattern is consistent, which is important because that kind of pattern when randomized doesn’t feel fair. It’s even consistent in Expert mode, except now you can’t just avoid the eyeballs by pressing against the wall.

Phase 4

Phase 4 is more confined due to the yellow bullet streams and is more of a bullet hell Phase, which not only provides a good challenge, but is aesthetically pleasing. Notice how I said a good challenge, and not “I really enjoy the random jellybeans flying in from behind me.”

Phase 5

Phase 5 is a mess because there’s no indication of what the pyramids are going to do or what direction they’re going to shoot in, not to mention his gaze is almost transparent. Besides these issues, however, this Phase is a great mix-up and a completely new flying challenge once you know what the pyramids do, despite the transition Phase making it tedious to get back to the juice.

Frame By Frame

Jimmy is a cute little cloud before he grows up.

His skull just kinda pops out…

Look at that smooth animation from lightbulb to puppetmaster.

Carnival KerfuffleBeppi the Clown

We see Bepsi the Clown expanding upon old concepts while forcing you to always consider your positioning. Here we also see how the roller coaster system progresses throughout the boss.

At this point in the game, we’ve jumped over plenty, but in this 1st Phase we find ourselves having to take care of the ducks that block our jumps over this sporadic clown, so it becomes a completely different situation and challenge altogether.

We’ve had to handle the entire ground being blocked off, but here matters are worse by the fact that you’re now expected to platform on a moving roller coaster that can also damage you both directly and indirectly. The roller coaster can be seen in the background, which only expands upon the little background trick Psycarrot employed.

Learning how to dodge the balloon dogs is satisfying since you always have to be on your toes and know when to knock some puppers out. One important factor to note here is that this Phase would be completely unfair and broken if the dog balloons were homing.

The roller coaster, however, can be timed with his yellow form spitting out the yellow horses and thus can put you into impossible scenarios. This happens more often than you would think and diminishes the entire Phase and possibly the entire boss if you’re that unlucky. One cheap hit is all it takes.

Bepsi’s Final Form twists this roller coaster concept by now making it a pure obstacle to avoid because it’s way too fast to platform on. We’re already familiar with the roller coaster, but now it’s being used in a completely new way and it’s a great way to spice a Phase up. The roller coaster in the background is also faster, which is a great telegraph. And just the fact that the roller coaster can squash the annoying penguins that throw baseballs at you is ever the more satisfying, considering everyone I’ve seen playing this boss both hates the penguins and was pleasantly surprised when the roller coaster took care of them.

Aviary Action!Wally Warbles

Wally Warbles. Woody Woodpecker. Same initials, same colors.

Woody is a relatively straightforward fight. I say this because it tries to hammer in flying mechanics and positioning, so if the player isn’t exactly comfortable with the flying concept yet, then this boss will straighten them out, at least if Djimmi’s bullet hell phase didn’t do that already.

Phase 1

Phase 1 comprises a finger blast that is well-telegraphed by both him stopping and the animation itself, similar to Taurus’ telegraph, and eggs that are another attack where learning is part of the experience, like learning how many egg shells spit off and then figuring out the best way to maneuver. In this case, against the back wall.

The official Phase 2 of this boss fight is the same as Phase 1 but with those nail birds flying at you. This is just a lazy change and I’m not gonna consider this a Phase at all.

Phase 2

The actual not-as-lazy Phase 2 is quite antithetical to Phase 1, as it becomes a bullet hell battle. Except unlike Djimmi’s bullet hell phase, this phase is just all over the place.

This is where the player really needs to understand the flying mechanics by now, because it’s crucial that the player shrinks and avoids attacks if they’re overwhelmed. Shrinking down will reduce your hitbox and increase your movement speed, but will reduce your range and power. That’s also part of knowing the flying mechanics, however — simply knowing that not damaging the boss is worth it if it means not taking any damage.

Phase 3

This is also apparent in Phase 3 when flying around Wally’s son, Waldo. Once you understand when and where to use your own mechanics, then patterns can be easier to understand. This is obviously something Cuphead tries to drill into the player at this point because Wally’s son is a rather simple fight if you understand how to position yourself and stay away from him and his eggs.

Phase 4

While Phases 2 and 3 really try to hammer the flying into the player, Phase 4 creates a situation where you actually need to utilize your bomb attack for. Creating these types of situations where the player must adapt and change is a breath of fresh air.

It’s also fair, because of two reasons:

  1. The bomb is given to you in Isle 2’s main entrance before the gate that leads to Woody, so you should have the bomb.
  2. If you don’t have the bomb for some reason, the fight is still doable by hitting his underside. It’s inconsistent, but it’s doable.

As far as Woody’s attacks, this garbled mess of a trash can tries to continue its bullet hell legacy but fails because it’s just all over the place and I have a tough time swallowing my pills, but hey, heart attacks are fun.

The Knockout animation has to be the best one. I was definitely caught off guard.

Fun fact: Remember when Goopy’s 2nd Goop came in and killed him? Well, this is the second real death we’ve seen. Backed up by the fact that they’re not present in the ending scene.


I wanted to mention Expert mode because it actually changes up your strategy. Vertical egg shells are now shattered out of the eggs, so you can’t just press against the wall anymore.

Wally’s son forces you to stay within his rotating eggs if you end up inside, until your opportunity to escape arrives when they contract.

These are rather small changes, but it’s surprising how much they force you to change up your approach.

Frame By Frame

Here’s the finger transformation. I find these kind of transformations, like Djimmi’s puppetmaster transformation, rather fascinating.

And here’s the Knockout, where the chef birds overlap the medic birds.

Fiery FrolicGrim Matchstick

Grim Matchstick, more like Grim Natwick — the artist and animator known for Betty Boop.

I’m grim to say that we have another weird Timeline. Phases 1, 2, and 3 are essentially one Phase, where the first two Phases last a fleeting moment, so no transition is seen and thus the 3 Phases appear as random attacks. Phases 4 and 5 is where everything changes.

Phases 1, 2, 3

Phase 1 is a very brief introduction to the rings, Phase 2 is a very brief introduction to a few passing fireballs, and Phase 3 is where the fight actually starts with one or two fireballs, four rings, and a wiggly tail. Phase 3 is definitely one of my favorite boss Phases in terms of a satisfying challenge that wasn’t just a random bullet hell or flying minions that are there just to be there. It also might be worth mentioning that this boss doesn’t have any foreground items blocking your view, unlike most bosses.

These Phases get you accustomed to the new cloud platforming before greeting you with your very own parade in Phase 4. Followed by being burned alive.

While Matchwick spares no expense at testing your platforming skills, the first three Phases are instrumental for easing the player into this new experience. That’s something the game does well, and fairly consistently.

Phases 4, 5 – Weapon Experimentation

While I’ve made specific points for many of the bosses and their systems, this time we see Grim Reaper stressing weapon experimentation. This is very apparent in Phases 4 and 5 where the boss is behind you, yet you must strive forward due to the moving clouds.

Almost anything but the standard Peashooter will do wonders in Phase 4: namely, Chaser, Charge, or Lobber. Charge and Lobber require aiming but they knock out Phase 4 in seconds.

Although in Phase 5, Peashooter or Charge are your friends. Not Chaser because you’ll blow up the fireballs and make your life harder.

In terms of fairness, Phase 4’s marching fireballs telegraph when and where they will jump both visually and auditorily. Phase 5’s flamethrower is almost too much but stops just in time for you to get out of there.

Although, I’ll admit, sometimes the cloud spawns are bad. Like this random gap that happened to screw me over. And.. this.. weird gap. A lot of this kind of RNG bullcrap is scattered throughout the entire game, which I believe was overlooked due to the extraordinary presentation. That’s still no excuse though.


Expert mode was very surprising. When the clouds started moving in the opposite direction, my only reaction was Oh My Gosh. The rest of the changes are just artificial — speed and health.

Frame By Frame

Here’s a difference in animation that I find fascinating. When the middle dragon becomes that flamethrower, his whole mouth is what transforms into the barrel and the lighter. But in the out animation, only the barrel is used for his mouth while the lighter disappears underneath him.

Run ‘n’ Gun

For our regularly scheduled break, let us dive into the Run ‘n’ Guns. However, I don’t want to overly spill the beans, so I’m just gonna bash a couple. Veritably, misery loves company.

Rugged Ridge

In Rugged Ridge, I used to have a problem with the artichokes and their throwing pickaxes, but I don’t have a problem with them now when replaying this level, so… I guess I’ll go with: They’re annoying, smelly, and they shouldn’t respawn, ‘cause that feels like the game reverts some of your progress.

Also, adding an alternative path here gives an illusion of choice, so well done developers.

The face gates can be destroyed before they can do anything by using the standard Peashooter, so that’s strange.

Perilous Piers

In Perilous Piers, there’s a box that kinda looks like it’s in front of you but also looks like it’s in the background.

The lobster is great visually but otherwise is a complete mess. What CAN or CAN’T hit me? Can his arms and crab hands damage me? Since when can lobsters shoot lightning? Why does he come back almost immediately after being killed off?

This whole stage is just hectic hodge podge of everything being thrown at every which way, which is a great break from the bosses, ya know? I definitely enjoyed these Run ‘n’ Guns more than the actual game. And the foreground definitely helps. Why are these levels in the game even?

The pure platforming after the lobster was a nice break, leading right up to another parry object that I would assume you’re supposed to bounce off of and over the giant enemy, but NO, you’re supposed to land on this enemy, even though every other enemy in the entire game would damage you if you did this (don’t quote me on that). We platformed on the crabs before, but they had GIANT PLATFORMS ON THEM.

Inkwell Isle 3

If I could summarize Inkwell Isle 2, it would be successfully expanding upon systems we’ve seen in Inkwell Isle 1, on top of introducing entirely new concepts. Inkwell Isle 3 only continues to expand upon what we’ve seen so far with surprisingly unique bosses. However, we’ve also seen some messed up Timelines and Phases in Isle 2, which only gets worse.

If only we had some honey to soothe the wound.

Honeycomb HeraldRumor Honeybottoms

Buzz Honeybottoms sends her Policeman Bee out to set bombs. Yeah.. remember Djimbo’s totem Phase? This is a pointless filler Phase just like the totems that only serves to make me wait to get to the juicy bits. I want to master dodging those difficult bullet bees. I want to master positioning and parrying when she spawns those purple and pink shapes. I want to find out HOW I can dodge those homing fists in her airplane mode, because there’s not a lot of room and not a lot of time to move out of the way.

The RNG platforms are back, which is slightly a problem, similar to Grim Natwick.

She telegraphs where she’s going with her pointing, but not in the middle. Which is fine due to her head poking out first, but she ends up pointing in the middle before her Final Phase when she slowly sinks down and also has a clear audio cue. It’s inconsistent and it makes no sense.

And that’s really the lot of it. Honeytops takes too long to get to the juice and the homing fists are more frustrating than fun, especially considering the RNG platforms and her saw. Otherwise, there’s enough room to maneuver around her attacks and she becomes a pleasure to improve against.

Fun Fact: You can Knockout this boss before Phase 3.


Expert mode is completely artificial where they remove every platform. ‘Cause, you know, that’s fair and fun.

Frame By Frame

Buzz’s utensils form themselves into hands before joining into her honey wand.

The first zap from her summoning occurs before her wand is in place.

Here’s her airplane transformation. Nothing too exciting but it’s still surprisingly smooth.

Murine CorpsWerner Werman

Wehrmann Vermin, see the word play there? They had fun with the references.

The rat and cat are reminiscent of Tom and Jerry. Werner is a WW1 German veteran with a British Flag in the background, signifying him as probably a traitor.

A great detail is how the items in the background will shake every time you use your special or when you get hit.

And besides these cool details, this boss is rather forgettable.

Phase 1

You know, I was ready to pounce on those cherry bombs and how they split upon landing, but, just like Rugged Ridge, I replayed it and I don’t have any trouble. It’s just another boss strategy to hammer down. Whether it’s a fun strategy or not, I’ll leave that one up to you.

The food is more of a simple parry challenge than an actual obstacle. Using the springboards to jump over his charge is certainly different and admirable.

Phase 2

Phase 2 is definitely unique, but it doesn’t work for two reasons:

  1. Impossible situations. Here I’m forced to the left side, then promptly put between a brick and a hard rock.
  2. Hitting him from underneath and then moving out of the way before he retracts is a great strategy to discover and experiment with, but if you beat him, he retracts immediately.

This Phase has too many possible unfair scenarios, considering even one is too much for a skill-based game like this.

Phase 3

Now, screw the rat, I’m glad he was eaten by the cat.

The cat has two attacks:

  1. One is a joke.
  2. The other is clever, except I would NOT have expected those ghost rats’ pink balls to split on the ground upon hitting. There’s no visual cue. They could have easily had the balls kind of squish down and then break, and then I could say, “Ooohh, that’s a cool telegraph.” I’ll give credit where credit’s due though — being able to kill off those ghost rats puts some control in the player’s hands.

Overall though, this boss should have had another Phase for the cat, maybe something Batman and Robin could have been proud of.


Expert mode, again, is artificial and offers nothing except 4 ghost rats instead of 2.

Frame By Frame

The only frames worth mentioning here is that I found some frame overlap when the cat ate the rat.

Junkyard JiveDr. Kahl’s Robot

We’re going back to the good ol’ days of the Timeline. This time, however, it’s so poorly executed that Richard Donner would be proud.

The 1st Phase on the Timeline has aaaaaallllll of the attacks, and look how tiny it is. Absolutely zero progress is made if you die from the hodge podge of bologna in the 1st Phase. Of course, this is counter productive to the Timeline pushing you onward, letting you see your progress and your improvements, and giving you any sliver of hope on your journey.

Which brings me to Phase 2. This little sliver is completely pointless and is only there to irritate you and spam his most annoying attack at you. Why do you think I want to slowly chip and poke away at a flying head which I can hardly even do anyway because I can’t stay still for two seconds without Al Qaeda breathing down my neck.

Removing this Phase would also remove any chances of a cheap shot happening at the end of Phase 1 when the Iron Giant’s head blasts away like Team Rocket. Instead, the Robot head can just immediately transform into Dr. Wily’s Flying Clown Car and pull his Chaos Emeralds out of his pants. At least then, it’ll both feel fair and respect the player enough to not waste their time, despite this Final Phase being a drawn out bullet hell that feels more relieving to beat rather than rewarding.

Frame By Frame

Here we see the Knockout where Dr. Wily strips naked. There’s actually a frame here that’s impossible to see normally, where he’s raising his hands after his clothes have been blown off.

Shootin ‘n’ LootinCaptain Brineybeard

Captain Bluto is very well-balanced in terms of difficulty progression, it’s obvious when a new Phase has started, and the Timeline clearly lays out these Phases with appropriate amounts of health.

Everything is amazingly telegraphed. The shark swims in from the background before eating you, the telescope pops out of the water before dog fishes scramble out, the octopus is pulled out before firing sporadically, it’s obvious when the barrel is ready to fall and when it’s recovering, and the ship itself will chew a magic eight ball and spit it your way.

The squid is a new mechanic altogether where, if you don’t take care of the squid, the ink will make your life way more difficult. Similar to how the ghost rats were killable, this puts some control in the player’s hands.

The Final Phase is a twist where the Captain ain’t abandoning his ship, the ship is abandoning its Captain.

The loop de loop fireballs are annoying and impossible to dodge without the Smoke Bomb… until.. again.. I replayed this boss and managed it without a problem.

My only real complaint with Captain Sandles is how you can’t possibly know that the ship is about to blast out a giant pink beam with that abhorrently atrocious telegraph. At least show the pink energy gathering up.

Ducking the beam isn’t enough as you’ll get hit by that barrel if you don’t plan accordingly, which is clever for what would be just a typical duck-to-avoid-the-giant-laser idea. Although, you can also parry the beam, but I wouldn’t recommend that.

Frame By Frame

Here you can see when and where the pink laser beam spawns. How developers manage spawns is quite intriguing to my eyes.

High Seas Hi-jinxCala Maria

Calamari is an interesting boss for me, because I beat her on my second try somehow, went “Oh! I beat her I guess..” and never looked back. However, upon replay, she is one of the worst bosses in the game, which is a bummer because she’s one of my favorite designs.

There’s a GDC talk where a Cuphead animator talks about the process he went through when designing and animating Cala Maria among other bosses.

Phase 1

Let’s get down to the nitty gritty, shall we? Caviar is all about blocking out certain areas of the screen, sometimes without any telegraphs, sometimes as just obstacles, and sometimes as faster-than-light ghost pirates that force you against the edge of the screen if you want a chance at dodging.

Of course, in addition to the blockage, we have the Seahorse that pushes you up and makes dodging the ghost pirates ever the more entertaining, and we have the Turtle which is just fun RNG thrown in because that’s what Cuphead does.

Phase 2

Next, we see Medusa’s eels spewing bullets where if you don’t take care of some of them, then it can get hectic, which is a cool concept — having to balance reducing the bullet spawns and damaging the boss.

Well… until Medusa completely takes control away from the player. While I don’t mind being chiseled, because then maybe someone will spend time with me, this is a bit ridiculous. If, by chance, you get hit by an eel shot while frozen in stone, it doesn’t feel fair.

Granted, if you don’t take care of the eels, then there’s a greater chance you’ll get hit while stoned, but that doesn’t change a darn thing.

Phase 3

For her Final Phase… nice references, by the way… take the stone concept and mix in consistent hazards, and.. oh.. a ghostly spectre that oddly follows a Castlevania Medusa Head pattern. How strangely coincidental.

Of course, some may say, “Hey, Corvus, you can avoid that Phase 3 stone gaze.” Yeah? Can you tell me how? Can you tell me if I should sneak through the mouth to avoid the green outside? Or if I should avoid the mouth and assume the green won’t stone me? Or if I should move into the red corral to avoid the green altogether, not knowing whether or not said red corral will hurt me? Or perhaps I should look at this visually, assume that there’s no dodging this, and instead of trying, I’ll position myself the best I can to avoid running into the hazards lined up for me.


Expert mode offers a different Puffer Fish pattern which replaces the Regular patterns, and would be an excellent way to spice up the boss if the boss was fun in Regular mode.

Frame By Frame

Here is Calamari popping out of the water, where you can see the water breaking as she rises. A similar phenomenon happened with Moe Tato rising before the ground gave way.

Dramatic FanaticSally Stageplay

ASBESTOS SAFETY CURTAIN refers to a mineral called Asbestos that was formerly used to make safety curtains before people found out that it caused lung cancer, mesothelioma, and asbestosis (I wonder where people derived that name from).

The background and this boss’ presentation in general is astounding and is one reason this fight is so enjoyable.

The groom in the background reacts based on what’s happening. Normally he just runs around frantically, but he does a little hat jig while Sally is being damaged, and he jumps up when Cuphead takes a hit.

The foreground is the audience, which actually doesn’t get in the way of the fight, unlike every other boss in the game.

Phase 1

Sally’s 1st Phase is outstanding. Everything is well-telegraphed, every attack is distinct, there’s hardly any RNG to speak of — it’s pure skill and learning.

Phase 2

However, what more can you do to ruin a boss than to end up adding loads of indestructible mice and then proceed to add some RNG milk bottles that blend in with the background on top of that, where even smart positioning won’t do you much good.

Phase 3

Phase 3 is back in the leagues, ladies and gentlemen. Either lightning is cast down, a meteor is dropped, or a wave crashes forth with the might of a struggling stage crewman. Not only was the big wave welcome humor that certainly hammered in how much time and effort Studio MDHR put into these kind of details, but you end up having to break the meteor and use that star to parry over the big wave. The meteor will always occur first, then followed by either lightning or the big wave, to mix it up a bit and to be slightly less predictable.

Phase 4

I never really noticed the roses in Phase 4 at first, not sure if I just got lucky or if I’m just blind. In either case, the roses don’t spawn very often so there’s no trouble with the parasol. However, the rose hitboxes are messed up.

This Final Phase is more for the sake of closing out the play than to actually present a Final Phase, given the health bar. Again, this helps seal the deal in terms of presentation.

Frame By Frame

Here is where she drops her flowers and it looks she pulls her parasol out of her dress which causes it to rip. Unless she’s Superman. That’s certainly a possibility with these 1930’s cartoons.

Railroad WrathPhantom Express

Phantom Express? More like… Phantom Train, amiright?

The Phantom Express has excellent progression with its moving platform and parrying.

Phase 1 – Blind Specter

The Blind Specter himself is simple, as you only need to shoot at the eyeballs; however, you have to balance taking care of the eyeballs with making sure the flying pumpkins don’t screw you over by moving the platform, either by shooting them or parrying the object itself.

Phase 2 – T-Bone

The platform and flying pumpkin idea is expanded upon further with T-Bone… except there’s a problem, of course. You can’t tell me you didn’t see a problem arising? We’ve been through enough bosses together at this point, my dear crows.

And perhaps I don’t even need words for this one, as you’ve probably already noticed what’s wrong with this picture.

Phase 3 – Blaze Brothers

The Blue Brothers now test your ability to maneuver the platform yourself, and since moving the platform can be slow and cannot be triggered multiple times in a row, the Blaze Brothers’ pattern is a simple right to left or left to right attack.

Although, the Blaze Brothers is topped off by an annoying ghost that is frustrating to pin down in this tight situation of a boss. Also, this happened. Apparently that can happen if you kill a ghost off-screen without realizing it.

Phase 4 – Head of the Train

The Head of the Train takes parrying to another level still, by forcing you to parry its tail to get to the juicy insides. At this point, the boss puts controlling your platform completely in your hands, so you can position yourself where you have the most time possible to see those rings of bones coming your way.

As I’ve said, how this boss manages to progress through each segment by continuously expanding upon this platform and even the parrying system itself, is what makes this boss so unique and memorable.

Frame By Frame

The Blind Specter kinda looks like an eyeball when he’s popping out of the train. How fitting.

You can also see the eyeballs retract into his hands before starting his attack. This lasts only a couple frames.

Inkwell Hell

Well… now that we’re on the wrong side of the tracks…

All Bets Are Off!King Dice

Oh man, is King Dice sexy or what? Look at that nose being the one on the dice.

So this boss battle really surprised me when I first encountered it, and apparently it takes influence from Gunstar Heroes. The amount of effort they put into creating these mini-bosses is absolutely astounding — even if all of these mini-bosses only have one or two attacks. Each one of these bosses is casino-themed and manages to be surprisingly unique and different from each other and any other boss in the game for that matter.

I’m not gonna go into too much detail here, simply because there’s not a lot to talk about for each of these mini-bosses and I don’t want to dwell here for too long.

Tipsy Troop

The first mini-boss was actually one of the most challenging for me.

This is because you have to always be watching for Rum’s telegraph, ‘cause if you don’t, his rum will spill out and will certainly hit you. On top of jumping over the spill, you have to always be moving due to Whiskey’s whiskey. And on top of that, there’s Martini’s olives. This kind of multitasking reminds me of Ribby and Croaks. I would have loved to see where they would have taken this if they expanded this boss out further.

Chips Bettigan

Chips… Bet Again…

What a Texas Hold ‘Em type of gal. And an amazing background.

Mr. Wheezy

Mr. Wheezy uses the same loop de loop pattern that Captain Brineybeard uses, except this time intertwined with a platforming challenge of dashing back and forth between two ashtrays that makes this boss overall more satisfying than Captain’s Phase 4.

Pip and Dot

Pip and Dot’s design is ingenious. The red bow is Pip’s bow tie and Dot’s hair bow.

This mini-boss’ treadmill does remind me of Bepsi’s roller coaster, but constant and simpler.

Hopus Pocus

Hopus Pocus is one of my favorite casino bosses. It centers around a single floating platform that you use to jump out of circling rabbit skulls, and a row of card suits that are only avoidable through parrying. I would have loved to see this as a full boss. I’m curious how they would have expanded this concept.

Phear Lap

Phear Lap only has one attack and it’s a joke. However, blue ghosts spring up in front of you, so not only does moving forward now put you at an unknown disadvantage, but that ghost literally springs upward to give you close to no time to react. This is bad.

The foreground is also noticeably against you here, which begs the question: Is this purposely abundant foreground fair? Obviously it’s not fair for any normal boss, but is it fair for a boss that’s specifically designed around it? If so, is it fun? Does it take control away from the player, in a sense? I’ll leave these questions for you guys in the crow family to discuss.


Pirouletta is one of the most fun casino bosses simply because of the interesting ball patterns and the platforming involved as you parry and jump and dash while taking shots at her. It feels so satisfying.

Or you can just Smoke Bomb past her. Either way.


Once you realize that billiard chalks are gonna be dropping in from both sides, Mangosteen is a rather simple left to right to left kind of boss.

Mangosteen is a reference to Melon Bread from Gunstar Heroes. Both have similar naming conventions and shoot a single ball of energy.

Mr. Chimes

Mr. Chimes was certainly unexpected, but is definitely a neat mix-up as you match up pairs of cards.

Also home to a couple fun little bugs that automatically end the fight with a Knockout.

King Dice

King Dice himself only has one move, which is real challenging to master, but I was pretty shocked to find out that was his only move. I feel like, even though we just went through a gauntlet of bosses, he could have used at least one more attack in his arsenal.

One Hell of a TimeThe Devil

Ah, the final boss. This boss does so much wrong and so little right.

Phase 1

The little devils are telegraphed but are constant, annoying, not fun, and can lead to cheap hits. At best, they’re a trivial obstacle you can just mindlessly jump over. Either way, that’s not a good feeling.

The only obvious way to handle the goat smash is to jump and dash, and learning this through trial and error is so much great fun [sarcasm]. You can duck underneath as well, but there’s no way for the player to know this, especially since Cuphead clips through his arms, just like what happened with Goopy.

One of his summons is great — the one that circles around the screen, where you have to parry the middle fireball and then jump to avoid the rest. The other two are homing and random. While these homing fireballs and random normal balls can create frustrating moments where the Little Devils create impossible scenarios, they’re overall not that bad. Again, my problem is with the Little Devils. They just don’t mix well with other attacks.

The dragon is very poorly thought out:

  • It looks like you can hide in its arcs, but you can’t and you’ll get hit if you try when he retracts.
  • You can duck when he retracts and you’ll be fine. Of course, there’s no way to know this, so does it matter? More likely than not, these methods will end with a Little Devil running into you anyway, so no, it doesn’t matter.
  • The only reliable way of dodging this dragon is to just walk to the side. However, not only can the Little Devils get some cheap shots in doing this, but there’s a bug where the dragon will hit you anyway when he retracts.

Finally, the spider head. I mean… it’s well-telegraphed, but there’s nothing to it. It feels like filler.

Phase 2

Phase 2 is the only redeeming quality of this boss fight. Clear attacks where learning how to dodge them is both rewarding and fun, and the only RNG element — the blue poker chips — isn’t stacked. The axes are a joy to dodge on the platforms and the bombs can either by parried or you can move to the opposite side. It’s genius, especially since the RNG used here is fair and doesn’t create any cheap or frustrating moments.

Phase 3

But hey, as I’ve said before, misery loves company. And what other way to shove misery down someone’s throat than for an RNG-based Phase. 3 platforms, RNG poker chips, RNG fairy devils, and RNG purple devils on the sides. Isn’t that a fun mechanic you can truly get behind? I certainly can. But hey, at least you can take out the devils so they’ll leave you alone. It’s not like that counters everything I just said.

Haha, ooohh maan, it’s like Sonic Spinball all over again.

Phase 4

All of this comes together for a magnificent conclusion of dodging the poker chips and hoping his tears don’t happen to spawn above you. And no, it isn’t clear whether or not you can parry them. For the record, you can parry some of them, not like you can tell when you’re in the heat of the moment.

*sigh* Just burn me already.


To conclude, we’ve journeyed quite a ways through these bosses. Well.. how did Cuphead fare?

Each boss is distinct, the presentation and the gameplay is spot on, the game is introduced brilliantly, and the mechanics and different boss systems are expanded upon throughout the entire game. However, Cuphead is way too reliant on RNG, there are way too many possible unfair scenarios, there are phases that are just unnecessary or non-distinct, and it’s.. not a long game.

Thank you for watching. We’re only alive because of our Patreon supporters. Please support us my dear crows for Patron-only content — Discord, sneak peeks, and a new Patreon video series I’m starting soon called The Making Of, where I talk about what went into making a video.

Like the video and comment with your thoughts or feedback. How did you like the new Frame By Frame segment?

Thank you Stuart and BoukenJima for proofreading the script. This video would not be nearly as thought out if it wasn’t for them. Check BoukenJima out if you can. There’s a great channel for ya.

Here are some videos or channels you should check out. Get ready to add these to your Watch List.

The Superforge creates Hollow Knight Lore videos and has a Critical Examination of Cuphead and Hollow Knight’s Art Style.

Core Ideas released a video all about the importance of musical tone with a very clear example laid out.

PostMesmeric talks about Danganronpa V3 and its new mechanic. I definitely want to play this game now.

NakeyJakey is a dog boy.

Ludic Ryan talks about Cuphead and other games centered around Boss Battles.

Game Maker’s Toolkit and How Cuphead’s Bosses Try To Kill You

B- Mask has a Cuphead review, and I found him quite entertaining.

Moon’s Deity talks about Cuphead’s ranking system and difficulty.

Joseph Anderson analyzes Cuphead’s tutorial.

Stay tuned my crows.

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