Cuphead convinces Mugman they should ditch their chores and head to the carnival, unaware it's a front to collect souls.
The episode starts off as a day in the life of Cuphead and Mugman. Elder Kettle makes some pancakes for the boys. After they eat, Elder Kettle says the boys are going to paint the fence-- saying it's something fun for them, much to the brothers' annoyance and dismay.
As they start painting, Cuphead starts complaining about how Elder Kettle makes them do the same old stuff every day, and that they need some fun and adventure in their lives. Mugman then says that if they finish painting, they both might able to squeeze in a bit of fun at the end. So Cuphead then grabs a random cannon and fills the inside with his paint, thinking it will cover the entire fence in the paint. But as soon as the cannon explodes, Elder Kettle had walked through the fence to check their progress and then the paint splats on him.
Cuphead and Mugman then talk about not regretting on their idea, then they go to Porkrind's to get more paint. When suddenly, Cuphead is distracted by a carnival as they approached. Mugman says that they won't go there at all, but he then immediately gives in and goes to the carnival. They start riding rides and eating food, and after throwing up from eating too much food, they continue riding into more rides. Right after, Mugman tries to insist Cuphead to come back to buy more paint, but Cuphead gets distracted by a Carnival game called Soul Ball. Cuphead then starts playing the game. Everyone, impressed by his winning streak, starts cheering as he keeps winning. As Mugman watches, he then notices someone else playing, that person lost and got his soul sucked into the machine, leaving the person all hollow and tired. He reads the title of the game Cuphead is playing, then sees others, besides those cheering, also in the same state as the person he noticed, then notices the Carnival sign, that’s supposed to say Carnival, actually says CarnEvil. Mugman tries to warn Cuphead about his bad feeling, but Cuphead is distracted with the game.
The game then goes down into Inkwell Hell, where The Devil is seen below, looking at all the souls he’s collected to the soul counter going up. He then starts to sing a song ,while being joyful in evil. While he dances, a minion of his tells him the soul counter has surprisingly stopped. The Devil starts banging it with his fists, thinking it’s broken. The Devil noticed no souls are coming through, so he looks through a little telescope that went above ground and sees everyone ,in one part of the Carnival, cheering for Cuphead, who is still winning.
The Devil then teleports from a dark cloud behind the boys and everyone starts to run away in terror, making The Devil say they "adore him". The Devil then approaches Mugman being scary and Mugman tries to warn Cuphead about The Devil by shoving him in the back, which made Cuphead mess up his throw. The ball then rolls into the bottom slot, which means Cuphead lost. Cuphead blames Mugman for making him lose his streak, until he notices the Devil. Cuphead starts wheezing too, The Devil gets the machine to catch Cuphead's soul. However, Mugman is able to pull and retrieve his brother's soul and then proceeds to put it back to Cuphead's body. They start running away, the Devil chases them since Cuphead still owes his soul. The Devil throws fire from his pitchfork and burn the attractions while they land onto rides, take pictures in marine bodies, and go inside a Funhouse, now called "House of Horror". The boys lure the Devil into shooting the Soul Ball Machine instead of them, freeing all the souls entrapped. They flee the scene and return to their bodies, leaving the Devil hitting himself in anger. As his Carnival is breaking down, The Devil insists to get revenge on Cuphead by taking what he owes him: his soul.
Cuphead and Mugman returned home and fixed the fence from being broken from the paint, Mugman is really concerned and hysterical about Cuphead owing his soul to the Devil, but Cuphead says he isn’t worried about it, as he fills another cannon with paint. Elder Kettle walks through the fence again and he's covered in paint. Cuphead says he still used too much gunpowder, as Mugman says for the final time that Cuphead owes his soul to the Devil.
Cast of Episode
- Most footage and even the entire episode has been leaked online before its air date.
- The carnival that Cuphead and Mugman visit references Inkwell Isle Two: The carousel and roller coaster are parts from Carnival Kerfuffle, the Ferris Wheel resembles the one near the entrance of Inkwell Isle Two, the hot dogs reference the one from Funfair Fever, and the Funhouse that turned into "House of Horror" thanks to The Devil, references Funhouse Frazzle, with details such as the painted-on animated eyes.
- Cuphead pulling up his shorts as he prepares to play Soul Ball is resembles one of his intro animations from Cuphead.
- When Cuphead and Mugman are sliding down the basement of the House of Horror, it bears a resemblance to a scene from 1931 Fleischer cartoon, Bimbo's Initiation.
- When Cuphead is playing soul ball, three familiar characters can be seen among the crowd: a saxophone, a telephone, and a dog. The telephone greatly resembles the one from Disney's Thru the Mirror, the Saxophone is inspired by the prince saxophone from Disney's Music Land, and the dog bears a great resemblance to Fleischer cartoons' character Bimbo.
- The Devil's musical number has some similarities to Cab Calloway's rotoscoped musical number in Minnie the Moocher.