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Down & Out is the eight episode of Season 3 of The Cuphead Show! and the thirty-third overall.


King Dice, the Devil's onetime No. 1, is out of the spotlight, but Cuphead of all people wants to be his manager and help him make a comeback.


The episode starts with a background overview on King Dice's popularity as he explains his downfall. He wakes up on a dirty mattress in an alley, before walking over to his trash bin and eating his cooked shoe. He hears Cuphead and Mugman performing ventriloquism, which he is angry about. As he was about to attack them with a pipe, Cuphead and Mugman show their affection for King Dice and his show, wondering what happened to it. Cuphead then offers to be King Dice's manager, while Mugman continues to play with his dummy.

King Dice gets re-fashioned at Elder Kettle's house, where Cuphead, Mugman and Elder Kettle help to clean up King Dice's look and give him new clothes. After the montage ends, King Dice is taken by Cuphead to an old barn that has been converted to a clubhouse for King Dice's return. King Dice gets out his playing cards and sets up his band before he starts singing, which attracts the nearby locals to him, much to his disbelief.

In Inkwell Hell, the Devil and Henchman are bored to death by Stickler, who is doing a presentation. Henchman hears that there is a new club, which The Devil is interested by. They both arrive outside the barn and open the door to see King Dice performing. King Dice goes backstage to wash, while The Devil awaits him. The Devil prepares to kill King Dice, but King Dice says that Cuphead is his manager, and that his downfall was all a setup to get The Devil to take Cuphead's soul by signing a makeshift contract. The Devil reluctantly lowers his pitchfork, and gives King Dice "one last chance".

Cuphead and some audience members are around a table making jokes, and King Dice approaches Cuphead wanting to have a private meeting. King Dice presents the contract, which Cuphead quickly tears to pieces, saying that comedy is on the rise as Mugman performs ventriloquism to the audience. King Dice is now walking away in misery, but The Devil offers to take him to hell, to have him in place of Stickler's presentation. King Dice agrees, before he, the Devil and Henchman get in the elevator.

Cast of Episode[]






  • Stickler brings up the Devil accidentally killing the first and second finest demons in "Release the Demons!", as well as the third finest demons getting killed in an attempt to get Cuphead's soul.
  • King Dice's flashback was originally going to be longer: When the crowd cheers for him as he enters the stage, he would be a little more active in his dance, with the audience swinging to the music, and sing some of the notes a little differently, and continue holding one last high note while signing autographs, posing for photos, and getting out of his studio and into a limousine.
  • Originally, the scene where the Devil and Henchman suffer through a ledger review with Stickler played out differently: after Henchman struck an awkward pose, the camera would pan to a giant worm with a whirring tube of teeth, who would slightly dance/wiggle, unsure of a music beat. The Devil is impressed but then questions who the worm is. They all turn back to the worm, which rears back and hisses. The three demons flee and the scene cuts to Henchman and the Devil running into the latter's HQ office moments later, with Stickler trying to fight off the giant worm through the glass door behind them. This prompts the Devil to ask if the day can get any worse, to which Henchman replies "Yeah, Stickler could SURVIVE!", amusing the Devil.
  • The fake contract, said to finalize Cuphead being King Dice's manager, is revealed to be a Soul Contract, which surrenders the signer's soul to the Devil. This is a nod to the original video game, which has the player collect these contracts from defeated bosses.
  • Over the course of the episode, Cuphead calls King Dice by the name "Dicey", which is an actual nickname used for the latter in the fandom.
  • The puppet Mugman uses throughout the episode is similar to the one Djimmi the Great uses during his battle in the game. It's noticeably designed differently to resemble Mugman.
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