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Carn-Evil is the first episode of The Cuphead Show!. In this episode, Cuphead drags his brother Mugman to a carnival, unaware that the Devil himself is using it as part of his ploy to steal souls from his victims.


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 the duo eat, Elder Kettle says the boys are going to paint the fence of his house-- saying it's something fun for them, much to the brothers' annoyance and dismay.

The cuphead show CarnEvil

Cuphead being fed up with the "boring punishments" Elder Kettle gives to him and Mugman.

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 loses and gets his soul sucked into the machine, leaving his body all hollow and tired. He reads the title of the game Cuphead is playing (Soul Ball), 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, but actually says CarnEvil. Mugman tries to warn Cuphead about his bad feeling, but Cuphead is distracted with the game.

Screenshot 2020-09-19 The Cuphead Show Sneak Peek (Read The Descriptions )

Cuphead getting easily distracted by an Amusement Park

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, who begins wheezing in fear by his sudden presence and tries to warn Cuphead about The Devil by shoving him in the back, which makes Cuphead mess up his throw and 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. The souls 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 his revenge on Cuphead by taking what the latter 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 is unconcerned of 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.
  • Carnevil is the name from A 1998 arcade light gun shooter game
  • The carnival that Cuphead and Mugman visit references Inkwell Isle Two: the carousel and the 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, which is changed into the "House of Horror" thanks to the Devil, references Funhouse Frazzle, with details such as the painted-on animated eyes.
  • The scene where Cuphead pulls up his shorts as he prepares to play Soul Ball 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.
  • Innuendo: In his musical number, the Devil says people call him "the Big D" and states he's "a real naughty boy" while his hand looks like it's positioned conveniently.
  • The name of the episode is derived from a pun on "carnival" and "evil".
  • The Soul Ball game is meant to be a parody of "Skee Ball", which plays the same, except the only penalty for losing the latter never includes the loss of one's soul.
  • The beginning of this episode would later be slightly changed and used in "Sweater Off Dead".
  • The background score at the beginning of the episode shares some similarities to “I’m Nuts About Mutts”, a song by The Dell Lampe Orchestra, sung by Bill Coty.
  • Compared to the next episode and for the rest of the season, Cuphead and Mugman's voices are deeper.
  • Cuphead and Mugman being forced to paint the fence is a reference to Tom Sawyer.
  • When the Devil is painting the fence, “In the Hall of the Mountain King” by Edvard Grieg and “Danse Macabre” by Camille Saint Saens can be heard in the background.
The Cuphead Show! Episodes
Season 1
Carn-EvilBaby BottleRibby and CroaksHandle with Care!Roll the DiceGhosts Ain't Real!
Root PackedSweater Off DeadSweater Luck Next TimeDangerous MugmanDirt NapIn Charm's Way
Season 2
Jail-BrokenCharmed & DangerousA High Seas Adventure!Another BrotherSweet Temptation
The I Scream ManPiano LessonRelease the Demons!Dead BrokeRats All, FolksSay Cheese!
Lost in the WoodsThe Devil's Pitchfork
Season 3
The Devil's Revenge!Don't Answer the DoorCupstagedRoadkillHoliday Tree-ditionA Very Devil ChristmasSpecial DeliveryDown & OutJoyrideDance with DangerThe Devil & Ms. Chalice