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Hilda Berg can be fought after you find the blueprint for an Airplane, which will unlock the level Threatenin' Zeppelin. She is the first shoot-em'-up boss in the game.



Hilda Berg bares a rather stylized design to her physical appearance in contrast to a few of the other females in the game.

She is a moderately tall, slender figure appearing as a blimp-like, humanoid-zeppelin hybrid. She has pinkish, fair-colored skin and very short, maroon/ebony-colored hair in a finger-wave haircut with a prominent hair-line in the center. Her facial structure consists of a long, pointed nose, thin, black eyebrows, and salmon eyelids.

Hilda's wardrobe is generally simple, with a zeppelin touch. She wears a cherry-red shirt with a darker-red lower half, and crimson, puffy sleeves, as well as a salmon skirt and matching ballet flats.

On the top of her head, Hilda wears a tan-colored weather vane with gold accents. She also wears simple, white opera-gloves and glowing gold bracelets.

As a true blimp/zeppelin, her body becomes the blimp's body with the same color scheme as her dress; cherry-red and darker red and the main body, and crimson on the fins, while retaining her salmon skirt and shoes. She now has a propeller on the back and a unicycle under her body, consisting of a tan handle, grayish violet pedals, and a white tire with a single, yellowish patch.

In her constellation phases, Gemini, Taurus, and Sagittarius all have visible skin similar to her default form, but with bodies made of clouds, gold accents on their accessories, and stars for pupils in their eyes. The Gemini twins resemble female humanoid sirens sporting bikinis, Taurus resembles a general bull with a large nose ring, and Sagittarius resembles a masculine centaur with a golden, luminescent tail.

Hilda's third and final phase form is by far the most terrifying. She takes on the form of an enormous crescent (waning/waxing crescent) moon with her face, strikingly similar to versions of the moon depicted as having a face in certain popular culture.

The moon itself is entirely the same red color as her dress from her default form with several craters on parts of it and the upper curve being longer than the lower curve, while possessing the same curls as her hair on the area of her forehead.

In this form, Hilda's face is significantly more detailed, almost resembling that of a stereotypical witch. Her eyes have visible, thick, black eyelash lines and matching eyelashes, and the now-visible irises are shown to be two different colors; yellow on the outside and red on the inside. Her nose is longer and noticeably curved in a zig-zag-like fashion and visible markings can be seen on her nose and face.

Whenever she pops her face out to unleash her UFOs, several golden, steampunk-esque gears are visible, indulging the one attaching her face to the moon itself.


Hilda Berg is said to have a mischievous personality.[1] She seems fairly rude when it comes to pestering her enemies, as indicated by how she teases the brothers on how far they will get to actually beat her on the second phase death screen and will even call them a wimp as seen in her death message on the first phase.

She can be seen acting like a bit of a temperamental lunatic, partially because she appears to be completely insane in her final form, with her glowing eyes and psychotic laugh, but also because she takes the form of a crescent moon.

Snoring noises can be heard in the over-world prior to starting the fight, implying that she is nocturnal (or often falls asleep) and only wakes up during the day whenever disturbed.



Hilda Berg is first seen sitting on a cloud when she suddenly inhales it, turning her body zeppelin-shaped. It is also very hard to see Hilda on her cloud, as she swallows it almost immediately.

Phases 1, 3, and 5

"Fitting, isn't it? I'm a blimp -- you're a wimp."
Hilda Berg, Phase 1, 3, and 5 death screen


In the first, third, and fifth phases, Hilda Berg flies up and down on the right side of the screen while small purple toy zeppelins appear from behind her to shoot a single bullet at players. Every 4th single bullet is parryable. Hitpoints = 10/10/10

She will attack every few seconds by laughing, which sends a physical onomatopoeia of her laughter across the screen that can damage the player(s). The projectiles travels straight forward. Hitpoints = 220/130/150

Phases 2 and 4

"You won't get too far... it has been foretold in the stars."
Hilda Berg, Phases 2 and 4 death screen

Hilda Berg's second and fourth phases are each divided into 2 notable sections, defined by whether or not she transforms. In these phases, Hilda Berg will begin using a new attack that will temporarily turn her into a zodiac constellation, each with its unique attacks.

Transforming Section


Hilda Berg will inflate with a deep breath, propelling herself across the screen's left edge, making a constellation as the screen darkens. She will reappear, moving backwards to the right side. In a cloud of smoke and stars when she goes through the constellation, she transforms into what is shown and uses new attacks. Throughout this phase, Hilda Berg will transform into one of three constellations, which are as follows:

  • Taurus - Hilda Berg transforms into a huge horned bull made of clouds and stars. She still moves up and down, but instead of spouting out onomatopoeia, Hilda will swiftly jab her horns across the screen every few seconds, when the player is parallel to Hilda Berg. She will always use her Taurus form the first time she transforms, but the following one(s) are random. She stops for a moment before she attacks. This form is not used in Expert mode.
  • Gemini - Hilda Berg turns into a set of female twins that circle around a swirling crystal ball. They will pause to raise their arms and make an incantation, summoning a vortex on the player's side of the screen. The vortex will launch a line of bullets while rotating, forcing players to maneuver around it to avoid damage. The vortex disappears after making a complete rotation. In Expert mode, the line of bullets rotates faster.
  • Sagittarius - Hilda Berg becomes a masculine centaur with a bow and arrow that will shoot a giant arrow across the screen. In addition, the launch will sprout a trio of homing blue stars. The stars can be destroyed by the player's own bullets. This form does not appear in Simple mode. In Expert mode, the stars home in for a longer time. Hitpoints = 8/10/10

In Simple mode, her transformation will always be Taurus then Gemini.
Hitpoints = 550/550

In Regular Mode, her transformation will either be Taurus then Gemini, or Taurus then Sagittarius.
Hitpoints = 468/468

In Expert mode, her transformation will always be Gemini then Sagittarius.
Hitpoints = 450/480

In-between Transformations

After taking enough damage in each constellation form, Hilda Berg will return to normal for a short time before transforming again. During this time:

  • Hilda may create and launch a mini-tornado that will home towards the player(s) before disappearing off-screen.
  • Hilda will continue to use the laughter attack from her first phase, spitting "HA" projectiles at the player.
  • In addition to the purple toy zeppelins, new green-colored toy zeppelins appear, and in increasingly greater quantity. These toy zeppelins will fire four bullets at once in a crescent shape towards players. In Simple mode, the green toy zeppelins fire only three bullets. In Expert mode, they also appear in the first phase and they fire five bullets with increased speed. Note that the green zeppelings never have any parryable bullets. Hitpoints = 10/10/10

After Hilda's second transformation, the green toy zeppelins will stop appearing, but the purple ones will start to appear in pairs. In Expert mode, only the green toy zeppelins appear after Hilda's first transformation, and they are paired up with the purple toy zeppelins after her second transformation.

First return hitpoints = 440/338/390
Second return hitpoints = 440/312/360

After taking enough hits, Hilda Berg shudders and shakes erratically, groaning and yelling in pain. The sky turns to night, and Hilda Berg swirls around chuckling in sinister way, transforming into a massive crescent moon with her face.

In Simple mode, the fight ends with Hilda shaking, without entering the final phase.

Phase 6

"You lost too soon and I was only half moon!"
Hilda Berg, Phase 6 death screen


Hitpoints = 884/1170

In this phase, Hilda Berg almost fills half the screen, giving players much less room to move around in. Intermittently Hilda's face will spontaneously extend outward, causing damage upon contact, as she grins while laughing psychotically. When she does this, golden steampunk-style gears are shown from where her face popped out.

In this form, she cannot directly attack, but a line of UFOs will come out from the hole where her face would be and attack with vertical laser beams. The different colors of UFO attack differently; Red UFOs will not attack until the player is under them, and gold UFOs attack just in front of a player. In Expert mode, the UFOs' lasers last longer. The UFOs have hitpoints and being shot at will generate cards, but it is impossible to defeat one normally. Hitpoints = 9999

Finally, replacing the toy zeppelins are shooting stars that fly from right to left at fluctuating speeds. Occasionally, a pink one will appear. In Expert mode, the stars fly much faster.

Once defeated, Hilda will have a dazed expression while her crescents and nose appear crippled, broken, and empty.

Sound Effects


Unused Content

Hilda's toy zeppelins being destroyed rain down scraps, one type of scrap is pink and can be parried. It will give the player access to the unused plane laser weapon after parrying enough of them. This is changed because of parity for the game, as the developers do not want one-off gimmicks for a specific fight.


Regular Mode Expert Mode


  • Out of all the constellation transformations, only Gemini matches Hilda's female gender (despite the actual version of Gemini being of male twins).
  • Hilda calls herself a "half moon" in her final death screen, which suggests that she had more in store for Cuphead and Mugman.
  • Hilda Berg's old death phrase was "Looks like you're out of air!", as seen in footage from the 2016 demo.
    • Another old death phrase was "Got to be nimble, got to be quick, when you mess around with this lunatic.", possibly foreshadowing Hilda's Transformation in the 6th phase, given the origin of the term "Lunatic".
  • Her unused phrase "Coleman" is a reference to her designer, Joseph Coleman. It is used whenever she turns into a zodiac can be seen mouthing it.[3] She can still be seen mouthing it during her transformations.
  • Hilda Berg's voice appears to echo during the 6th phase.
  • Hilda Berg is the first boss in Cuphead that is assisted by miniature helpers.
  • The UFOs have health and used to be coded to be able to take damage and break, it will break into gears and some of them can be parried, which means the scraps would have damaging hitbox as well.
  • In the overworld, Snoring noises can be heard when in close proximity to the observatory landmark where the level can be started.
  • Aside from Pip and Dot and Esther Winchester, she is the only female boss that does not wear lipstick. However in The Cuphead Show! She has lipstick.
  • Threatenin' Zeppelin's original name was "A Threatenin' Zeppelin".
  • Joseph Coleman has confirmed that Hilda can turn into other zodiac signs as well.
  • In the first phase death screen picture, her skin is pure-white, instead of the pink on her normal sprite.
  • Hilda Berg will make an appearance in Season 2 of The Cuphead Show.

Inspirations and Similarities

  • Hilda's first phase attacks were inspired by everything from Street Fighter character M. Bison's Psycho Crusher attack to the projectiles shot out by Birdo from Nintendo's Super Mario Bros. 2.[4]
  • Her word attack is a nod to early Felix the Cat cartoons, where a character's words would come alive and cause mischief.[4]
  • The idea for Hilda's final phase transformation to a moon with a face goes all the way back to Georges Méliès' film, A Trip to the Moon.[5]
  • Hilda Berg's hairdo seems to take inspiration from Betty Boop.
    • Gemini's orb attack looks similar to the the crystal ball transforming in the Betty Boop cartoon "Is My Palm Read"
  • With her prominent nose and lanky physique, Hilda Berg looks similar to Olive Oyl from Popeye.
  • Her name is a pun on the Hindenburg, an infamous German zeppelin known for its destruction at New Jersey field in 1937.
  • Hilda Berg's first death phrase might be a reference to the movie Animal House, as the rhyme "A Wimp and a Blimp" originated from said movie.
  • The animation for her tornado move is a reference to Andy Bogard's Geki Hishoken move from Real Bout Fatal Fury 2: The Newcomers.[6]
  • Hilda's constellation and cloud transformations in the second phase may be inspired by the boss battles in Three Wonders: Chariot or Contra: Hard Corps.
  • Hilda's final phase has a striking resemblance to Hypnos from Three Wonders: Chariot.
  • Her UFO helpers may be a nod to Orson Welles' 1938 radio broadcast of The War of the Worlds, which was famously mistaken by some listeners for news of a real alien invasion.
  • Hilda Berg seems to take inspiration from witches, from her elderly-sounding voice to her long nose as well as how she seems to use "magic" to transform into zodiacs.
    • Astrology and the zodiacs themselves are often associated with witches and magic.
    • The name Hilda could be inspired by "Broomhilda".
  • Hilda's tornado attack is very similar to the attack in Street Fighter where a fighter shoots a blast from their hands.
  • Hilda Berg has a strong resemblance to Pearl from Steven Universe. Her themes of space and aliens might reflect this.


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 Pop
Muffsky ChernikovSargent Gumbo GumbullSir Waffington III)
Beppi The ClownDjimmi The Great
(Cuppet) Grim MatchstickWally Warbles (Willy Warbles)
Inkwell Isle Three
Rumor Honeybottoms (Security Bee) Captain BrineybeardSally Stageplay (Sally's Husband)
Werner Werman
(Katzenwagen) Dr. Kahl's RobotCala Maria
Phantom Express
(Blind SpecterConductorLollipop GhoulsHead of the Train)
Inkwell Hell
King Dice (Tipsy TroopChips BettiganMr. WheezyPip and Dot
Hopus PocusPhear LapPiroulettaMangosteenMr. Chimes) The Devil
Inkwell Isle Four
Glumstone The GiantMoonshine Mob (Spider MobsterLight BugAnteaterAnnouncer Snail)
The Howling Aces
(Pilot BulldogYankee YippersPilot Saluki) Mortimer FreezeEsther Winchester
Chef SaltbakerAngel and Demon
The King's Leap
The PawnsThe KnightThe BishopThe RookThe Queen