Cuphead Wiki

For the game character, see Ms. Chalice.

"The name's Chalice, Ms. Chalice. But listen, you don't wanna get mixed up with a gal like me! This chalice is nothing but trouble!"
Ms Chalice about herself, In Charm's Way

Ms. Chalice is the tritagonist of The Cuphead Show!



Ms. Chalice's head is a chalice cup with what seems to be some sort of liquid inside, topped with a white and gold striped straw. Her eyes are similar to Mugman's, only with eyelashes and a beauty mark on the corner of her right eye.

As for her outfit, Ms. Chalice wears a black shirt with a white collar and a seafoam green skirt. For her lower body, unlike in the game where she wears golden ballet flats, she wears a pair of orange Mary Janes occasionally used as a way to charm others via tap dancing.


Ms. Chalice is shown to be very cute and charming, but also very manipulative and aloof. She uses her charm to get free stuff, something that prompts Cuphead and Mugman to follow her. She may be confident, but she is also very private and dislikes anybody following her around. Despite that, she is capable of showing care for those she grows close to, but not enough to deal with the police. When she discovers Cuphead and Mugman following her around, she even asks "Who sent (them)," implying she has a reason to be wary of people following her.

She is likely wary of others due to her ability to turn into a ghost, as revealed at the end of "In Charm's Way," when she turned into a ghost to escape through the walls of the cookie factory. However, after the events in "Charmed and Dangerous," Chalice seemed to have a change of heart, as she stuck with the boys and protected them from the mob. She has since become loyal to the Cup brothers, and protected them when they needed them, implying she really does value them. This loyalty is expanded in "The Devil and Chalice," as she refused to betray Cuphead and Mugman again despite owing the Devil a favor.

Chalice's personality has evolved throughout the series, as her friendship with the cup brothers seems to have helped her change for the better. In her debut episode, Chalice reluctantly leaves Cuphead and Mugman behind to be arrested rather than get in trouble with the cops herself. Her second appearance has her confessing she genuinely missed the two of them and while she does lie to them in the episode, this time when the consequences of her actions catch up to her, she fights off the mob rather than abandon the brothers again, even revealing her ghostly secret to them. She isn't as troublesome to the boys in the episode "Dead Broke" and comes across as less manipulative than her previous appearances (though she does pull a couple spooky pranks on them and makes them pay her to talk about her ghostly abilities). They all agree to the scamming scheme together (which Cuphead came up with) and this time Chalice isn't the one to put them into trouble, being attacked by the other ghosts instead. Finally, in "The Devil and Ms. Chalice", she can't bring herself to sell the boys out to the Devil when he asks her to as repayment for striking a deal with him to bring her back to life, telling them about the Devil's plan and how she got her powers in the first place.

Powers and Abilities[]

  • Ghost form: Unlike in the game, Chalice can turn into a ghost at will, this was later revealed that her spectral form was granted to her by the Devil after her resurrection.
    • Intangibility: She can move through solid objects.
    • Invisibility: She can turn invisible, using it to fight off an angry mob.
    • Flight: She can float and fly while in her ghost form.
    • Possession: She can take over the bodies of others and control them.
    • Shapeshifting: She can change her appearance to look scary, such as sprouting crooked teeth and tentacles.
  • Tap dancing: Chalice is a gifted expert tap dancer, using it in tandem with her natural charm to get whatever she wants, as well as win a dance contest with help from Cuphead and Mugman.
  • Driving: Despite her age, Chalice knows how to drive cars, seen when she "borrows" Elder Kettle's truck with Cuphead and Mugman in tow. She is also seen driving a taxi during her song, "Turn Up the Charm".
  • Charmingness: Her winking and turning up the charm of being cute while dancing also brings in the free things she wants. Being charming and cute also helps her take things from people without them getting upset and angry at Chalice.
  • Intelligence: She escapes her orphanage she was raised in by taking rulers and blankets, creating them into wings, which she uses to escape and fly off. Using her thinkingness, she is very smart, showing that she has great intelligence.


Season One[]

"In Charm's Way"[]

Ms. Chalice first appears in this episode, where she enters a repair shop and manages to charm Beatrice there into giving her a free pair on sunglasses. Her acts of charming others is further shown, through dressing as a homeless person to avoid arrest from a cop, tickling a gumball machine for its gumballs, charming a hot dog vendor for all of his hot dogs, and using those hot dogs to bribe her way into watching a movie.

Cuphead and Mugman then follow her into the theater, until they realize she has already left. Once they realize that Chalice has gone through an alleyway, she indirectly confronts the two, before she lets them go as a request on how to charm people. She then teaches the brother via song, and later that night, attempts to test them on charming a guard at the cookie factory. After the brothers fail, Chalice simply charms the guard herself and get in. During the break in, she accidentally turns on the silent alarm, which results in the cops arriving at the factory, tempting her to escape as the brothers knocked themselves out, leaving them up for arrest.

Season Two[]

"Charmed & Dangerous"[]

Ms. Chalice hides out at the brother's house from an angry mob. By the end of the episode, she reveals to Cuphead & Mugman that she's a ghost.

"The I Scream Man"[]

Ms. Chalice appears as one of the crew members in Mugman's imagination when he's reading a story.

"Dead Broke"[]

Ms. Chalice, Cuphead, and Mugman create a fake ghost-removal business to make some money for ice cream.

Season Three[]

"Special Delivery"[]

The trio uses disguises to deliver a package to Ribby and Croaks, Ms. Chalice’s disguise was “Bill Macintosh”.


The trio has a day of fun and Ms. Chalice possesses everyone.

"Dance with Danger"[]

Ms. Chalice appears in this episode as the main character. Here, her backstory is told, when she was little, Chalice was an orphan at the orphanage, forced to work through abuse by the Penguin Caretakers. One day, after listening to a rhythm created by some other orphans, that is when she learned how to tap-dance, entertaining the other orphans, and angering the caretaker. When she was moved to a different task each time, she found another rhythm to keep her beat, and was thus severally punished by the caretakers. Eventually Ms. Chalice then attempted to escape the orphanage, by constructing a glider out of rags and rulers that the caretakers would use to beat orphans up. However, Chalice was caught midway through this act, but eventually and successfully escaped, much to the penguins' shock.

Later, Ms. Chalice fell down an alleyway and picked up an empty can, only to find a bug inside, much to her disgust as she then unintentionally tap-danced out into the streets. This resulted in her getting a tip from a passing gentleman, as she then finds her newfound fortune in tap dancing, to earn money. Her tap dancing eventually turned into her charming skills and thus started to swindle others out of their belongings and valuables after charming them.

When she grew older, during one of her performances, she was struck by a streetcar, before waking up in Inkwell Hell, where she then makes a deal with the Devil into being resurrected. After so, she began to being a crook until she arrived at an optician, where she then met Cuphead and Mugman, who became her true friends. The episode then cuts back to the present, where Ms. Chalice then arrives at the Devil's throne room.

"The Devil & Ms. Chalice"[]

Ms. Chalice is betraying Cuphead and Mugman in this episode but then reveals The Devil is making her do it. That resulted in a dance battle after The Devil finds out Ms. Chalice is not doing the "favour" she promised to.


In General[]

Given her disinterest in socialization, it's unknown whether or not Ms. Chalice had any friends before meeting Cuphead and Mugman.

Cuphead & Mugman[]


At first, she didn't seem to be interested in the duo, claiming to be a solo act and that she gets by without "friends" or "partners". However, after teaching them her methods on how to get free items, she's shown to have warmed up to the brothers and admits that they are "kinda fun" and even brought them to a cookie factory after hearing their story of how they failed to steal cookies themselves. While she did leave them behind to get arrested, she did so with hesitance and at least told Elder Kettle what had happened and gave him his glasses while doing so. Later on, she went to visit the brothers again and apologized for leaving them out to dry. She attempted to make amends with them despite Mugman's distrust of her.

When the boys protected her from the mob, Chalice returned the favor and has since become loyal to them, trusting them with her secret and protecting them. This new found loyalty is expanded in "The Devil and Chalice," where she tries hard to make the devil forget their deal and ultimately went back on her word to betray the boys showing how much they mean to her.

Screenshot 20240627 175658 YouTube

Cuphead and Chalice have a healthy relationship with each other


Cuphead and Ms Chalice are shown to be good friends. When Cuphead tells Chalice about him and Mugman's failed attempt to steal cookies from Elder Kettle, she says that his story charmed her. Cuphead even gave her a gift so they can play games together. When Ms Chalice tried to go into to Cuphead and Mugman's hone, Cuphead opened the door when Mugman slammed it on her

Screenshot 20240627 171539 YouTube

Mugman and Chalice hugging


Mugman and Chalice usually argue more than Cuphead and Chalice, such as when he insulted her shoes in Special Delivery. He also slammed the door on her face when they escaped from jail. Despite this, they get along most of the time. They both play the "straight men" role to Cuphead's antics sometimes, such as when they chased Cuphead to stop him from going to the Devil's casino, or when they stopped him from continuing rock, paper scissors with the Devil.

Elder Kettle[]

Elder Kettle initially refused to let Chalice stay due to her status as a fugitive, but agreed after falling for her charm, as well.

Sally Stageplay[]

It is unknown what Sally and Chalice's history is. The second trailer for the second season shows her second ghost form scaring the daylights out of Sally. However, in Dead Broke, Chalice scared Sally as part of a plan to get herself, Cuphead and Mugman enough money for ice cream.

The Devil[]

Chalice first met the Devil after she was killed and sent to Inkwell Hell as a ghost due to her life as a con artist. Impressed with her musical talent, he offered her the chance to return to life with her ghost powers in exchange for a favour in the future, to which she eagerly accepted. Later, upon discovering that she is close friends with Cuphead and Mugman, The Devil summons her back to Inkwell Hell to convince her to betray the brothers, threatening to kill her for good if she refuses to cooperate. Reluctantly, Chalice convinces Cuphead and Mugman to literally sign away their souls, but tears up the contract at the last minute and tells them about her deal with the Devil, angering him. Chalice prepares to accept her fate, but ends up challenging the Devil to a dance off. She almost wins, only to slip and fall on a bag of marbles Cuphead had given her. Realizing his mistake, Cuphead challenges the Devil to a game of rock paper scissors and wins, saving them both. It can be assumed that the Devil has grown to hate Chalice just as much as he does the cup brothers afterwards.


  • Ms. Chalice can turn into a ghost at will, as seen in the end of "In Charm's Way". But when the boys ask if she's half-ghost, she answers with half-right, presuming she is fully a ghost that can just transform to look alive. This is later confirmed on "Dance with Danger".
  • In the games, Ms. Chalice is troubled by being stuck as a ghost, and the Delicious Last Course plotline happens because of her finding a temporary solution in the Astral Cookie, and looking for a permanent solution. Chalice has no such problem in the show and even when it's revealed she really is a ghost, she can switch between her astral and corporeal form at will.
  • In the game, the Devil has no relation with Ms. Chalice, aside of turning her into Ms. Malice, while in the show, she owed a deal with him in order to get herself back to life.
  • Ms. Chalice speaks in a Brooklyn accent.
  • Despite being initially referred to as "Ms" and contrast to her in-game counterpart, where she's a full grown woman and only appears to be about Cuphead and Mugman's age because she temporarily possesses their bodies, Chalice is aged down in the show and appears to be exactly their age, both in her living form such as in her ghost form.
    • However, being a kid doesn't stop her from being a decent manipulator. In season 2, it's also revealed she knows how to drive.
  • Chalice often calls the Cup brothers 'Ding-Dongs', which she picked up from Cuphead when he chewed Mugman for introducing themselves as dummies, but it is said with fondness. She eventually calls them by their actual names a bit more later on.
  • Ms. Chalice seems to be about 2'11" tall but appears as 3'1" because of her heels.
  • It is mentioned that Chalice doesn't like to stick around in one place for too long and prefers to be always on the move, which is why she doesn't always stay with the boys, though she occasionally visits them from time to time. This is later revealed to be because she's a homeless street kid and has nowhere to go. With that said, even with her charms, it is currently unknown how she gets by in general.
  • In the Polish dub, she is translated as Panna Kieliś, however in the game she is translated as Czarka.