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Ms. Chalice is the tritagonist of Cuphead. She was first revealed in the announcement trailer for the DLC, Cuphead: The Delicious Last Course. She can be used if Cuphead or Mugman equip the Astral Cookie charm, however only one player can swap places with her.


In the main game, she is known as The Legendary Chalice - an NPC encountered in the Mausoleum levels. In her Legendary Chalice form, her role in the game is basically that of a "damsel in distress" whom the player has to rescue in order to obtain Super Arts. In her corporeal form, however, she serves as a tritagonist ready to aid Cuphead and Mugman in their adventure. She is supposedly on a "secret mission" that involves helping Chef Saltbaker bake the Wondertart.



Like her last name says, Ms. Chalice is an anthropomorphic light yellow chalice, with a golden lip and handles, and a golden-and-white-striped straw sticking out of her head, similar to that of Mugman.

Her facial features consist of a small golden nose, round eyes with three eyelashes on each and a yellow mole under her right eye.

She wears a black long-sleeve shirt, a light blue skirt with white bloomers, white gloves with either white or yellow cuffs and a pair of golden ballerina flats.

If the answer "Yes" is chosen in the cut scene with the Devil before his battle — triggering the bad ending — just like Cuphead and Mugman, her appearance dramatically changes. Her light blue and gold colors changes to pink and she now has a bitten straw, her left handle is broken and she now has evil-looking yellow eyes with black and red pupils, a maniacal smile and sharp teeth. Her eyelashes seem to be missing.

When the player completes the Cactus Girl’s quest, now the player can access to a new filter called Chalice. In this filter, Ms. Chalice’s appearance stays the same, but her colors are now gold rather than her usual default colors, her skin is also white rather than being light yellow, similarly to Cuphead and Mugman's Super ArtII Appearances, however for The Legendary Chalice her body is now gold and her skin is also white as well. Her planes changes completely golden when Cala Maria petrifies her.


Ms. Chalice appears to be a cheerful albeit manipulative person, for example tricking Mugman to eat an astral cookie to swap places with him in the first cutscene of the DLC. However, she is also shown to be quite selfless and compassionate to others, she is willing to give up her pursuit of the Wondertart after learning it requires an actual soul to be created, and was happy to have made two new friends instead.

In The Cuphead Show!, her behavior has been altered into a near contrast to her in-game personality, typically during her debut; In Charm's Way. She's shown to not only be less empathetic for others, but her manipulative nature further expanded upon as she uses her cute appearance and charisma to get what she wants for free, therefore playing an anti-heroic role in the show. She's also shown to be blatantly aloof, claiming she is a "solo-act", preferring to be alone in her exploits. She's also shown to be a bit of a coward towards authoritative figures, as she'll even abandon those she has grown close to just to avoid them.


Description Audio
Ms. Chalice being revived.
Ms. Chalice beating a boss level or Run 'n Gun.


Ms. Chalice is the only playable character to have unique abilities. Her currently known abilities are that:

  • She can double jump, replacing Cuphead and Mugman's original Parry Slap function.
  • While crouching, she can roll to dodge attacks.
  • Her plane weapons acts differently from Cuphead and Mugman's, the differences being that:
    • Her plane peashooter shoots with a slight spread of three bullets at a slower rate akin to the Converge weapon.
    • Her mini-bomb arcs downward akin to Cuphead and Mugman's, albeit shoots at a faster rate and has higher DPS (37.3 < ~42).
    • Her Super Art can only traverse up and down throughout the screen, as she only goes to the right.
    • Her Super Art also progressively gains speed, depending on the distance they used their super, to the right of the screen.
  • Her Super Art I is a beam attack like Cuphead and Mugman's, however it goes vertically instead of horizontally. There are also yellow stripes in its appearance.
  • Her Super Art II gives her a shield pal that acts as an additional hit point. At full health, she can only deploy one at a time, and trying to summon another while one is alive will be treated as if no Super Art is equipped.
  • Her Super Art III unleashes a swarm of powerful porcelain ghosts and a pink spear would also be seen ascending into the air. These ghosts resemble the statues in Rugged Ridge.
  • She automatically parries by dashing, and if a dash is used before a mid-air jump, Ms. Chalice can dash again after the jump.
  • She has an extra hitpoint to compensate for sacrificing your charm slot to play as her.
  • She is the only character to have a filter that applies only to her, that filter being Chalice.



  • In the epilogue of Cuphead: The Delicious Last Course, Ms. Chalice is seen in mortal form alongside Cuphead and Mugman during the grand reopening of Chef Saltbaker's bakery. This indicates that she was at some point able to successfully return to life without sacrificing another soul.
  • She is the first and only female playable character without any mods.

External Links

Recurring Characters
CupheadMugmanElder KettleKing DiceThe DevilPorkrindAnnouncerThe Legendary Chalice (Ms. Chalice) • Chef SaltbakerKing of Games