Cuphead Wiki

The Phantom Express is a boss in Cuphead that appears in Inkwell Isle Three.

It resides in the level Railroad Wrath and consists of Blind Specter, the Conductor, the Lollipop Ghouls, and the Head of the Train.



The Phantom Express is a steam-powered train for the dead. Each carriage is made out of wood with a dull lavender color and dull pink as its roof, has four windows and steel wheels. On board are some Spook-like passengers with zigzag mouth. Some carriages has a cup banner on the side. The last carriage has an entrance to the train, exit stairs, and two floors, with Blind Specter coming out from the top floor. One of the carriage has three smokestacks broke through the roof during the Lollipop Ghouls phase.

Blind Specter is a light blue ghost with one large empty eye socket on their head, and two eyes coming out of their palms.

The Conductor is a very large skeleton, with his most notable feature being the conductor hat he wears. He also appears to be missing a tooth.

The Lollipop Ghouls look similar to the pistons of a train. They have large round heads being held on very thin rubber-hose style necks.

The Head of the Train is a steel steam engine with a blue face and purple body, with his heart inside of his boiler. He is always seen with his teeth showing. After uncoupling from the rest of the train, he looks similar to a horse, with his body raised above his wheels by four legs and a tail that ends in a light-bulb.


Everyone on the train seems to take enjoyment in poking fun at the player(s) dying. Blind Specter says that the player(s) will count the worms that go through their corpses, the Conductor says that the train's next destination is their funeral, the Lollipop Ghouls state that the train is only for the dead, but the player(s) would die against fighting them, thus being able to ride, and the Head of the Train states that he enjoys "bringing the fright".



Before the battle, Blind Specter stretches out of the caboose of the train and cackles maniacally in an attempt to scare the player(s).

Phase 1


"I can see...into the future. You...will be...counting worms."
Blind Specter, Death Screen

Blind Specter will attack by banging his palms on the ground, bouncing five eyeballs towards the players. These eyeballs can be destroyed by shooting at them. In Simple Mode, they stay idle for a longer time each time he stops spawning eyes and the eyes move slower. In Expert Mode, they spawn seven eyes and they move faster. Hitpoints = 3.5/3.5/3.5

Throughout the entirety of the battle, a platform will follow the train in one of three places, and will only move if the vaults on either end are parried or hit by certain objects, which can also be parried. However, Pumpkins come from either side, and drop a pink ingot onto the vaults of the cart to move it closer to Blind Specter, so he can damage the player(s). The Pumpkins can be killed by shooting at them, and the ingot can only be destroyed by parrying. However, note that the Pumpkins will drop the ingot when defeated. The Pumpkins will always alternate between coming from the left or right side of the screen. They appear in this phase and Conductor's phase. In Simple Mode, they never appear. In Expert Mode, they fly faster. Hitpoints = 4/4

After enough damage, Blind Specter screams in defeat with the eyes on his palms being replaced with Xs and retreats back inside the caboose and the player(s) move forward to the next part of the train. Hitpoints = 400/425/425

Phase 2


"All aboard!! Next stop -- your funeral."
Conductor, Death Screen

The Conductor pops out of the carts along with his massive skeletal arms. He attacks by slamming his hands onto two spots that players can be on, before popping in and out another car and repeating his attack; players need to move the platform to the area beneath his head to avoid damage from the arms, or they can stand on either edge of the platform as the slam lands on the middle of the platform. In Simple Mode, he has a longer telegraph time for his attack and stay up for longer. In Expert Mode, he has less telegraph time, stay up for slightly shorter, and stays in the cart less.

After taking enough damage, he will cry in pain and lower himself and his hands back inside the train, and the player(s) move(s) on to the next part of the train. Hitpoints = 320/325/325

Phase 3


"Sorry! This train is only for the dead...but we can help you with that."
Lollipop Ghouls, Death Screen

In this phase, the Lollipop Ghouls will come out on the edges of the screen. They are fought simultaneously, but both must be killed separately. Hitpoints = 180/200/200

Their only attack is each raining down lightning from their mouth and moving closer to players until to the edge of the platform on either side. In Simple Mode, they move slower when attacking. In Expert Mode, they move faster.

Instead of Pumpkins, Spooks come out of the smokestacks of the middle car and home onto players. When they are defeated, a pink skull will drop that is able to move the cart, which can be parried. Which smokestack they emerge from determines where they will appear on the screen. In Simple Mode, the Spooks' spawning rate is slower. In Expert Mode, the spawning rate is faster. Hitpoints = 5/5/5

After enough damage, they will melt, and the player(s) can move on to the front of the train. In Simple Mode, the battle will simply end when they have been slain. Total Hitpoints = 360/400/400

Phase 4


"What a glorious night for me to bring the fright!"
Head of the Train, Death Screen

In this last phase, the players will ride past the Head of the Train, which then toots his whistle angrily and dislodges from his cab and the rest of the train to gallop after the players off the rails, constantly moving from left to right. Occasionally, rings of bones shot out from his nose drops down and will move across the screen if it is at the same height at the player(s).

To damage him, players must attack his core, which is protected by an invincible grate. It must be opened by parrying the tail (which won't count towards the parry total) and it will rain down small fireballs randomly. After a little while, the grate will slam shut, requiring the player to parry his tail again. In Expert Mode, the Head of the Train gallops faster, and the Pumpkins return, dropping ingots on the cart.

Once the heart has taken enough damage, the Head of the Train flails and cries as he slides on the ground. Hitpoints = 200/200

Sound Effects

Description Audio
Blind Specter appearing in a spooky manner.
Blind Specter attacking.
Blind Specter defeated.
The Conductor appearing.
The Conductor defeated.
The Lollipop Ghouls pop out.
One of the Lollipop Ghouls attacking.
The Lollipop Ghouls defeated.
The Head of the Train steaming with rage as Cuphead and Mugman pass by.
The Head of the Train beginning to give chase.
The Head of the Train defeated.



Regular Mode Expert Mode


  • Using P-Sugar will conveniently move your cart once you jump on it, making it extremely convenient for this boss fight and for parryable skulls and ingots that get close to the platform's dials.
  • The Head of the Train's tail is a light bulb.
  • When going through the different phases, perpetually-smiling passengers can be seen on the train. They also move from time to time.
  • While fighting the Conductor, there is a slight layering issue where the Pumpkins that drop the pink ingots on the cart will be in front of him, but the ingots themselves will be behind him.
  • Out of all the individuals of the Phantom Express, only Blind Specter is seen in the good ending.
  • Due to the Phantom Express blocking Inkwell Hell from the rest of Inkwell Isle III, as well as it being on train tracks, the player(s) literally ended up on the "wrong side of the tracks" in the opening.
  • The instruments used in the soundtrack of this battle is made to sound like a train. Examples like: Snare drums sound like the train going over tracks, and several horns together make the sound of a train whistle.
  • In a concept art for Head of the Train, he would still have a cart connected to the engine and uses four skeleton legs (presumably the Conductor's) to run on the track. It could either breathe fire, shoot meteors, create a steam beam from the chimney or transform the chimney into a hammer as his method of attack. The concept art[1] was posted by the boss designer Jake Clark.
  • The Phantom Express is the only boss battle with the same hitpoints in both Regular and Expert Mode.
  • The name of this boss could be based on a 1932 mystery crime-thriller film, "The Phantom Express" and the British children's television series Thomas and Friends the episode titled "The Phantom Express".
  • It is unknown how the soul contract for the Phantom Express would work out, whether it's the Head of the Train solely, all the members, or everyone inside the train who owes their soul to the Devil.
  • Despite Angel stating that ghosts cannot be shot, Blind Specter can be shot and damaged just fine, unlike those ghosts of the Mausoleums.

Inspirations and similarities

  • The Phantom Express is an homage to the Ghost Train from Final Fantasy VI. A musical nod to this train is included in Railroad Wrath.
  • The background for this fight is inspired by the 1929 Disney cartoon The Skeleton Dance.
  • Phantom Express can also be a reference to the Swing You Sinners! ghosts.
  • The Phantom Express might also be based off on different yokai from Japanese folklore:
    • Blind Specter might be based off on a tenome, judging by his ghostly appearance and the fact that his eyes are actually on his hands.
    • The Conductor might be based off on a gashadokuro, since he's a giant skeleton.
    • The Lollipop Ghouls might be based off on two different yokai, in this case, they might be a hybrid of a rokurokubi (because of their abnormally long extended necks) with an nukekubi (due to the fact that they can detach their heads from their necks).
    • The Head of The Train might be based off on the oboroguruma.
  • Blind Specter is possibly based off Eye Five, a villain from Skylanders Trap Team.
  • The faces of the Lollipop Ghouls look like a character in the 1930 Fleischer cartoon Swing You Sinners!.
  • The Head of the Train may have been inspired by the two colliding steam engines from the 1936 Fleischer cartoon Play Safe.
    • If one looks closely at the Head of the Train, shortly before he dislodges himself from the carriages, the number "4561" can be seen on the carriage behind him where one of the engine also has a number plate of "4561" in the front of the engine.
    • The number "4561" being the ID of a LEGO train set called Railway Express is most likely a huge coincidence.
    • And also the number "4561" which the real life Great Western locomotive from Britain has it too.
  • The Head of the Train nearly resembles the Demon Train from Legend of Zelda: Spirit Tracks.
  • The Pumpkins may be a reference to a pumpkin with wings from the 1933 Betty Boop cartoon Betty Boop's Hallowe'en Party.


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 PopMuffsky ChernikovSargent Gumbo GumbullSir Waffington III) • Beppi The ClownDjimmi The Great (Cuppet) • Grim MatchstickWally Warbles (Willy Warbles)
Inkwell Isle Three
Rumor Honeybottoms (Security Bee) • Captain Brineybeard (The Ship) • Sally Stageplay (Sally's Husband) • Werner Werman (Katzenwagen) • Dr. Kahl's RobotCala MariaPhantom Express (Blind SpecterConductorLollipop GhoulsHead of the Train)
Inkwell Hell
King Dice (Tipsy TroopChips BettiganMr. WheezyPip and DotHopus PocusPhear LapPiroulettaMangosteenMr. Chimes) The Devil
Inkwell Isle Four
Glumstone The GiantMoonshine Mob (Charlie Left LegsLight BugAnteaterAnnouncer Snail) • The Howling Aces (Pilot BulldogYankee YippersSergeant O'Fera) • Mortimer FreezeEsther WinchesterChef SaltbakerAngel and Demon
The King's Leap
The PawnsThe KnightThe BishopThe RookThe Queen