The Phantom Express is a train for the dead. Blind Specter is a light blue ghost with one large empty eye socket on his head, and his eyes coming out of his palms.
T-Bone 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 Blaze Brothers 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 steam locomotive with a blue face and grey-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 brothers dying. Blind Specter says that Cuphead and Mugman shall count the worms that go through their corpses, T-Bone says the train's next destination is their funeral, the Blaze Brothers state that the train is only for the dead, but Cuphead/Mugman would die against them, thus being able to ride, and the Head of the Train states that he enjoys "bringing the fright".
"I can see...into the future. You...will be...counting worms."
—Blind Specter, Death Screen
Blind Specter will attack by bouncing eyeballs towards the players. These eyeballs can be destroyed by shooting at them. In Simple mode, he stays idle for a longer time each time he stops spawning eyes. In Expert mode, he spawns eyes for a longer time. 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, Pumpkimps (jack-o-lanterns with wings) 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 Pumpkimps can be killed by shooting at them, and the ingot can only be destroyed by parrying. The pumpkimps appear in this phase and T-Bone’s phase. In Simple mode, they never appear. Hitpoints = 4/4
After enough damage, Blind Specter screams in defeat and retreats back inside the caboose and the player(s) move forward to the next part of the train. Hitpoints = 400/425/425
"All aboard!! Next stop -- your funeral."
—T-Bone, Death Screen
In the second phase, T-Bone pops out of the cars 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 delay for his attack.
After taking enough damage, he will cry in pain and lower himself back inside the train, and the player(s) move(s) on to the next part of the train. Hitpoints = 320/325/325
"Sorry! This train is only for the dead...but we can help you with that."
—Blaze Brothers, Death Screen
In this phase, the Blaze Brothers will come out on the edges of the screen. They are fought simultaneously, but both must be killed separately.
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 Pumpkimps, Spooks come out of the smokestacks of the middle car and home onto players. When they are killed, a pink skull will drop that has a chance to move the cart, which can be parried. In Simple mode, the spooks' spawning rate is slower. In Expert mode, the spawning rate is faster. Hitpoints = 5/5/5
After enough damage to the both of them, 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 the brothers melted without traveling forward again. Total Hitpoints = 360/400/400
"What a glorious night for me to bring the fright!"
—Head of the Train, Death Screen
In this last phase, the head of the train dislodges from his cab and the rest of the train to gallop after the players, constantly moving from left to right. In Expert mode, the Head of the Train gallops faster, and the Pumpkimps will return, dropping ingots on the cart. Occasionally, rings of bones shot out from his nose will move across the screen if parallel to the players.
To damage him, players must parry the pink light-bulb tail (which won't count towards the parry total) to open the boiler door. Once that is done, his heart will be exposed, and players must shoot at the heart to damage him while fireballs rain down onto players from the furnace. After a while, the door will be closed again.
Once the heart has taken enough damage, the train goes crying in defeat with his heart now extinguished and broken in half, his light-bulb on his tail is broken, losing a tooth on the upper row and wearing a bandage. Hitpoints = 200/200
|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.|
|Normal Mode||Expert Mode|
- Blind Specter is most likely based off Eye Five, a villain from Skylanders Trap Team.
- The Phantom Express itself may be a reference to the Swing You Sinners! ghosts.
- It may also be a reference to the Phantom Train from Final Fantasy VI.
- 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 appearence and the fact that his eyes are actually on his hands. T-Bone might be based off on a gashadokuro, since he's a giant skeleton. The Blazing Brothers 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.
- The faces of the Lollipop Ghouls look like a character in the 1930 cartoon Swing You Sinners!.
- The background for this fight is inspired by the 1929 cartoon The Skeleton Dance.
- The Pumpkimps may be a reference to a pumpkin with wings from the 1933 Betty Boop cartoon Betty Boop's Hallowe'en Party.
- 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 which may be a reference to the LEGO System train set.
- The Head of the Train nearly resembles the Demon Train from Legend of Zelda: Spirit Tracks.
- 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.
- Inside the Head of the Train is his heart-shaped engine; at first, it can be assumed that it is made of some sort of metal, as it glows red, like metal does when it's hot. However, when he is defeated, it appears the engine is clear and can crack, like glass. It is possible the heart is made of glass and just has a light inside.
- It's possible the heart is a light bulb as on closer inspection, it has a wavy line inside which could possible be the tungsten of it.
- When going through the different phases, perpetually-smiling passengers can be seen on the train.
- While fighting Conductor, the Pumpkimps that drop the pink ingots on the cart will be in front of him, but the ingots themselves will be behind him.
- The Phantom Express is the sixth boss to have individual characters throughout the battle, with the others being the The Root Pack, Baroness Von Bon Bon, Wally Warbles, Rumor Honeybottoms, and Captain Brineybeard.
- 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, Cuphead and Mugman literally ended up on the "wrong side of the tracks" in the opening.
- At the beginning of the song in this battle, the song is made to sound like a train, while creating a good sounding melody, making Railroad Wrath a popular song among fans. (Snare drums sound like the train going over tracks, and several horns together make the sound of a train whistle)
- The Head of the Train was going to have a part of the cart stick with the engine and uses skeleton legs (presumably Conductor's), it breathes fire, shoot meteors or steam beam from the chimney and transform the chimney into a hammer. The concept art was posted by the boss designer Jake Clark.
- The Phantom Express has 1350 HP in both Regular and Expert mode.