Cuphead Wiki
For the animated character, see Baroness Von Bon Bon/TCS.

Baroness Von Bon Bon is a character of Cuphead residing in Inkwell Isle Two, and the main boss of the Sugarland Shimmy level with her candy-based, anthropomorphic castle fortress Whippet Creampup.



Baroness Von Bon Bon has a very feminine appearance and color palette, mainly composed of pinks.

She is a tall and skinny woman, donning a good deal of resemblance to a soda bottle. She has pastel pink skin of a color similar to bubble-gum, very short, maroon-red colored hair with a large curl at the bangs, similar to a lollipop, and big yellow eyes, similar to the color of lemon drops, topped off with long eye-lashes. Whenever her mouth is entirely closed, it seems to fade behind her hot-pink, heart-shaped lipstick.

As a sign of her royal status, she wears a sleeveless, reddish-pink dress with a red and white, diagonally-striped bodice (reminiscent of a candy cane), white puff sleeves (much like donuts and seemingly detached from the main bodice), darker red flounces (which resemble piped icing), and light pink and white speckles on the puffy, floor-length taffeta. She also wears deep pink, elbow length, opera gloves with cuffs, a hennin hat resembling an ice-cream cone with a white feather on top, and wields a candy cane as a staff, which she uses as a shotgun. In a few frames, she also appears to be wearing pink shoes with white trims and no visible petticoat, oddly enough.

Whippet Creampup is a giant anthropomorphic strawberry flavored cake. On its sides, it possesses two towers made out of cake, which support eyes. It also has bars on its mouth. The top of its towers is made out of whipped cream.


Baroness Von Bon Bon possesses a rather feisty attitude for her position as an authority figure. Whenever a subject of hers is defeated, she will shake her fist at Cuphead and/or Mugman in aggression. She can also be crazy and desperate, which is shown in the transition for the final phase, ordering her castle to charge so she can make a last attempt to destroy the brothers. In spite of her ferocity, Bon Bon appears to be somewhat dramatic, crying as soon as she is defeated. The good ending though hints that despite her earlier hostility, she's actually more of a sweet, gentle, loving person.

Whippet Creampup seems to have a childish and temperamental personality, as shown when it is pounding its fists on the ground when its mistress is defeated. It also seems to be territorial and ill-tempered by nature, as shown when the Baroness pulls on its towers to get its attention. It is also shown to be subservient to the Baroness as shown by her nonverbal cue to give chase to Cuphead and Mugman in the final phase.



Baroness Von Bon Bon makes the "Off with her head!" gesture with her head detaching from her neck for seconds and spinning before getting reattached, as she gets grabbed by her own candy cane into the mouth/entrance of her castle, Whippet Creampup.

Phase 1

Main articles:
Lord Gob Packer, Kernel Von Pop, Muffsky Chernikov, Sargent Gumbo Gumbull, Sir Waffington III

The first half of the Baroness fight is unique from other boss fights, as the majority of them is focused more to the Baroness' subjects fighting the brothers on her behalf before the actual fight against her begins. A random three of these subjects will appear during the fight:


"How's the jaw, ol' chum?"
Lord Gob Packer, Death Screen

Lord Gob Packer flies towards wherever the player(s) are heading. His only attack is a ram that will automatically used on those who get too close to him. Gob Packer also has a minion that follows him. This minion cannot be killed until Lord Gob Packer is defeated. The current position of player will soon get deadly unless the player moves. In Simple mode, Lord Gob Packer attacks on his own. In Expert mode, there will be two minions that he calls.

Once defeated, Lord Gob Packer will crack into pieces. He cracks layer by layer with his eyes vanishing at first, until what is left is his heart, which is a tiny jawbreaker resembling the minion(s) that follows him, which has crosses for eyes and a halo on top and floats upwards.

Hitpoints = 180/180/220


"For me, a sweet tooth is fiendishly uncouth!"
Kernel Von Pop, Death Screen

Kernel Von Pop flies around the arena in a horizontal figure 8, randomly choosing to go straight ahead or travel vertically in the middle, and summons his minions. These monsters are smaller and inverted clones of himself that fly upwards, and their jaws can split. In Simple mode, the smaller versions of himself won't be summoned. In Expert mode, they are summoned at a faster rate. Hitpoints = 10/10

Upon defeat, Von Pop splits his own jaw and retreats upwards à la his own minions.

Hitpoints = 225/225/250


"Delicious and vicious, while maliciously nutritious."
Muffsky Chernikov, Death Screen

Muffsky Chernikov jumps around the arena and tries to squash the players as he lands. If that fails, two frosting shock waves from his landing will damage the player(s) when they spread outward three times. In Expert mode, instead of waiting for the shock waves to dissipate, Muffsky will jump before they are gone, when the third splash appears specifically. His death animation has the cherry that sits on his head explode on him, destroying his body. Muffsky doesn't appear in Simple mode.

Hitpoints = 185/235


"I chew 'em up and spit 'em out."
Sargent Gumbo Gumbull, Death Screen

Sargent Gumbo Gumbull runs around the arena and shoots gumballs up in the air as they rain down on the players. In Simple mode, he scrambles across the entire arena but won't fire gumballs. In Expert mode, the gumballs rain down faster. He has the most health out of all the baroness’s minions. Depleting his heath bar beheads him, leading to his headless body blindly scrambling off-screen.

Hitpoints = 270/270/320


"Straight off the iron and too hot to handle!"
Sir Waffington III, Death Screen

Sir Waffington III flies around the arena. She will split into 9 pieces in a spread attack and reverts back to her original form, hurting the player(s). In Simple mode, she doesn't do anything besides fly around. In Expert mode, she will only shoot either in the four cardinal directions at first, and then fire the diagonals, or vice versa. When defeated, Sir Waffington III will once again disassemble, but this time, it doesn't hurt you. Her pieces fly out away from where the players defeated her and her mouth collapses soon after.

Hitpoints = 250/250/305

After each subject is defeated (except for the third one), the Baroness will appear from the gate of Whippet Creampup and shake her fist in anger at the player(s). The next subject then appears as Whippet rolls his eyes.

Once the second subject is sent out, a Jelly Bully armed with a sword sometimes charges across the arena. They can only be hurt while the player ducks or parries the pink Jelly Bullies. In Expert mode, the Jelly Bullies will appear when the first subject is sent out. Hitpoints = 7/7/7

When the third subject is deployed, the Baroness herself, bearing a sickening grin, will appear on top of Creampup wielding her candy cane like a shotgun and shoot three cotton candy puffs at the players' current location that circle around each other with one of them being able to be parried. In Simple mode, she will not appear to shoot at this phase (though she will when fighting the third minion on Regular). Hitpoints = 3/3/3 In this phase, although he’s one of the baroness’s minions, touching Whippet Creampup's body will not hurt the players.

Throughout the entire battle, there will be a moving platform resembling a piece of candy which players can stand on.

Phase 2

"I won't sugarcoat never stood a chance!"
Baroness Von Bon Bon, Death screen

Hitpoints = Hitpoints = 400/430/530


As soon as the third subject is defeated, the main battle with the Baroness herself begins. Bon Bon appears at the top of Creampup, grinning maliciously, and she yanks on the castle's turrets, causing it to grow monstrous, with Whippet's eyes becoming yellow and menacingly cat-like, the bars at the gate/mouth forming into teeth, a pair of arms growing out the sides. Bon Bon then orders it to give chase, and the battle commences.

In this phase, Bon Bon will throw her own head, which homes in on the player(s) as they are moving, and a new head will appear in the original's place. Creampup spits out rolling Patsy Menthols at the player(s) in order to flatten them. Although she cannot be defeated with the player's shots, Patsy can be parried to gain extra height, though parrying her doesn't fill the super meter as much as normally. In Expert mode, two heads can be thrown at maximum. Patsy also rolls faster and spawns more rapidly.

Unlike in the first half of the battle, the players will get hurt if they touch Whippet Creampup in this phase. The platform from the first phase stays in place when the Baroness's main battle begins, which can help the player(s) to gain enough ground to shoot at the Baroness and avoid her and Creampup's attack.

After taking enough damage, the Baroness is defeated as she and Whippet Creampup are seen crying with the latter slamming its fists onto the ground.

Simple Mode

In Simple mode, Bon Bon will appear to fire the candy cane shotgun endlessly without commanding Whippet Creampup to move, and the Jelly Bullies Squad will still be sent out. Also, in their simple KO, Bon Bon still cries like she does in regular or expert, but this time, instead of pounding its fists on the ground, Whippet Creampup will just sit still with a disappointed look in its eyes.


Name Phase Parried

Cotton Clouds
1 Yes

Head throw
2 No

Sound Effects

Description Audio
Baroness Von Bon Bon's introduction.
Bon Bon expressing her anger for the defeat of her subjects.
Bon Bon's angry grunts.
Bon Bon ordering her castle to give chase.


Unused Content

There is an unused behavior for the Jelly Bullies Squad, they have a jumping animation and can jump in the fight to throw off the players. It may even be tied to the unused death screen with the baroness and Jelly Bullies Squad beside her, being an actual phase where the squad comes out rapidly while the baroness is attacking.



Regular Mode Expert Mode


  • As confirmed by a Twitter post by Tina Nawrocki, Bon Bon is 27 years old.
  • The names of the Baroness' subjects aren't official. That said, Tina Nawrocki revealed their pet names in a Twitter post when asked by a fan, each subject's name being a candy-related play on words.
  • Similar to Captain Brineybeard and his ship, Bon Bon and Whippet Creampup are two separate sprites.
  • In the legacy version, a glitch can be easily encountered where the progress bar won't move from the signal pole if the player(s) dies during the final phase. This is only a visual glitch as she still takes damage. The glitch is triggered by the Baroness firing the shotgun in phase 1, she will gain a damaged gate (like Ribby and Croaks after they reached the threshold for their own final phase), and the gate is dropped after her final phase commences. This gate could have confused the progress tracking as the focus changed from her subject to herself, making it get stuck at the last signal pole and not properly tracking the Baroness' health.
    • The Baroness gains the damaged gate by firing her shotgun specifically, she can be shot at and the damage dealt generates cards but it prevents her from actually taking damage and being defeated right then. This gate last for a while when she is transitioning into her final phase. Defeating the final subject before she fires the shotgun causes the gate to never be applied to her. Potentially making her final phase last shorter as the window of opportunity to attack her increases, with the biggest threat in that short moment only being Jelly Bullies that spawned from Whippet.
  • Her death screen has an error on it, the fizz/ruffles on the Baroness' dress are white instead of a shade of red.
    • This could be intentional, however, as many 1930s cartoons had color inconsistencies.
  • Out of all the Baroness’s subjects, Patsy Menthol is the only subject who is female.
    • When a group makes a deal with the Devil, all members need to take responsibility like The Root Pack, Ribby and Croaks , and the Phantom Express, but the Baroness is an individual, as her contract bears only her name, rather than a group of characters. There is no way to damage her in Simple mode if the last phase is removed, as the subjects fight for her in the first phase and she didn't even appear to use her shotgun when the third subject is fighting for her. It is possible that Simple mode ending with the Baroness not even damaged is not the point of comforting her and specifically her, so the developers gave her a simplified final phase to let her properly fight with the players.
  • Baroness Von Bon Bon has the second highest number of fightable members out of any of the bosses in the base game, at a total of six (including the Baroness herself); the highest is King Dice with ten; the third highest is the Phantom Express and The Root Pack, with four opponents to fight.
  • Initially, there were six subjects planned as opposed to the five seen in the final game. This sixth miniboss was explained more on page 92 of The Art of Cuphead.

Inspirations and similarities

  • The stage may be a reference to The Cookie Carnival, an animated Disney short with similar character designs. It also references the Fleischer short Somewhere in Dreamland.
    • Her appearance as a princess is similar both to the usage of Minnie Mouse as a princess in cartoons such as Ye Olden Days and The Brave Little Tailor, while her name and frosting dress were inspired by "Miss Bonbon" (also known as the Sugar Cookie Girl) from The Cookie Carnival.
  • In the background, a swirly green lollipop with a star on it can be seen. This appears to be a reference to the Kirby series, as the design is nearly identical to the series' Invincibility Candies.
    • The boss fight is also similar to that of Ado/Adeleine from Kirby's Dreamland 3/Kirby 64: The Crystal Shards, as both bosses summon a series of mini-bosses (one by one) to battle the players before confronting them themselves. Bon Bon and Ado/Adeleine also both make an angry and frustrated reaction upon the defeat of each mini-boss.
  • According to a Twitter post by her animator and designer, Tina Nawrocki, the Baroness' design was also inspired by Letty Lynton, Bebe Daniels, Betty Grable and Loretta Young; actresses who were around during the period the game is set in.
  • The Baroness' character seems to be inspired by the French queen Marie Antoinette. This is indicated by her utilization of her cake castle in her final phase, referencing the phrase "Let them eat cake", commonly attributed to the queen. This is also suggested by her position of authority and her ability to detach her head and throw it, likely referencing Marie's execution by the dreaded guillotine in the French Revolution. This quote is wrongly attributed to Marie Antoinette, because it comes from the autobiography of Jean-Jacques Rousseau, a philosopher from the 18th century. He remembers a story he heard a long time ago, about a princess who finds out that her subjects don't have bread and says "Let them eat cake". At that time, in 1765, when the book was written, Marie Antoinette had only 10 years.
  • The Baroness' intro is based on a running gag in popular culture where a stubborn mediocre stage performer, usually a stand-up comedian, is forcefully grabbed by the neck with a cane by an unknown individual, and forcefully yanked off stage, whenever the performer would ignore the audience's jeering and commands to get off the stage. This gag was apparently noticeable in The Muppets.
  • The Baroness' intro is also based on the animation of the wolf slicing his head off in Max Fleischer's Dizzy Red Riding Hood (1931).
  • One of the concept art pages shows the Baroness as an overweight princess which would have been inspired by Betty Boop from Kitty from Kansas City (1931) and Betty Boop and Little Jimmy (1936), the hippo opera singer from the Terrytoons cartoon Carmen's Veranda (1944), or in terms of video games Fat Princess from the PlayStation game Fat Princess Adventures.
  • Her name, Bon Bon, is used in various languages (like French or many Balkan countries) for candy.
    • Her name is based on Bubble Bobble character Baron Von Blubba.
    • Her name may also be based on Chowder character Baron Von Bon-Bon, who was actually just Gazpacho in a play.
  • While not immediately apparent, the Baroness was made to resemble a soda bottle, with her head acting as the bottle cap.
  • The way she wields her candy cane like a shotgun may be a reference to a scene from Adventure Time in the Candy Kingdom, in which a citizen grabs a candy cane and fires it at Finn while making shotgun noises. The baroness herself may also have in part been inspired by Princess Bonnibel Bubblegum.
  • The name of her attack where she throws her head at the player(s) could be a reference to The Queen Of Hearts in Alice In Wonderland. The Queen's popular quote is "Off with his/her head!"

External Links

Inkwell Isle One
The Root Pack (Sal SpudderOllie BulbHorace RadicheChauncey Chantenay) • Goopy Le GrandeHilda BergCagney CarnationRibby and Croaks
Inkwell Isle Two
Baroness Von Bon Bon (Lord Gob PackerKernel Von PopMuffsky ChernikovSargent Gumbo GumbullSir Waffington III) • Beppi The ClownDjimmi The Great (Cuppet) • Grim MatchstickWally Warbles (Willy Warbles)
Inkwell Isle Three
Rumor Honeybottoms (Security Bee) • Captain Brineybeard (The Ship) • Sally Stageplay (Sally's Husband) • Werner Werman (Katzenwagen) • Dr. Kahl's RobotCala MariaPhantom Express (Blind SpecterConductorLollipop GhoulsHead of the Train)
Inkwell Hell
King Dice (Tipsy TroopChips BettiganMr. WheezyPip and DotHopus PocusPhear LapPiroulettaMangosteenMr. Chimes) The Devil
Inkwell Isle Four
Glumstone The GiantMoonshine Mob (Charlie Left LegsLight BugAnteaterAnnouncer Snail) • The Howling Aces (Pilot BulldogYankee YippersSergeant O'Fera) • Mortimer FreezeEsther WinchesterChef SaltbakerAngel and Demon
The King's Leap
The PawnsThe KnightThe BishopThe RookThe Queen