Cuphead Wiki

Rats All, Folks is the tenth episode of season 2 of The Cuphead Show! and the twenty-second overall.


A crafty rat claims ownership for Elder Kettle's cottage and all of its contents after Cuphead and Mugman carelessly leave the door open.


A fly attempts to fly into the cottage, until Elder Kettle hits it with a newspaper. He then scolds Cuphead and Mugman for forgetting to close the door until he hears a noise. He is alerted by this, before Cuphead and Mugman say "Don't come in! We're making you a surprise". Cuphead is then relieved he squeezes an entire piping bag of frosting and asks Mugman for more. Mugman goes to the cupboard to get a can of chocolate frosting and sees Werner Werman, trying to open a can. Mugman greets him while Werner says “Guten Tag” (German for "Hello").

When Mugman brings the chocolate frosting over to Cuphead, he notes him on how he found Werner in the cupboard, before the two realize this and open the cupboard to find Werner working on his can tank, as the rat plans to take over the cottage, before booting the two into the stove. When Mugman wants to tell the truth to Elder Kettle, Cuphead refuses, stating that they did not know how Werner got in, before the latter tells that he went in through the front door. Cuphead then plans to take out Werner themselves rather than calling Elder Kettle for help.

They first attempt to scatter mouse traps all over the kitchen, however Werner already is at the cake, ready to eat it, before the brothers attempt to tip-toe across the traps to stop him from eating the cake, before the two fall and set off the traps. They then try to go back to the cupboard, armed with a cooking utensil each. Werner then taunts Mugman while in Cuphead's noggin, prompting him to strike, before the rat switches over to Mugman's noggin, causing the two to whack each other, and knock themselves out before Werner escapes again. The third method includes Cuphead shoving a trumpet into Werner mousehole. Werner then shoves a stick of dynamite into the trumpet, causing it to blow up in Cuphead's face, as milk starts to leak through his cracks. The two then adopt a ferocious cat, before the feline breaks out of the box and attacks the brothers, as Werner watches from above his hammock. Cuphead then is shown attempting to whack Werner with a broom, before the rat jumps into one of three jars. Cuphead then tries to find him in the jars he's hiding in, before a boot springs from one of them, knocking Cuphead away. Their final attempt is to place a slice a cheese on Mugman's hand, before the hand acts like a lady as it walks into Werner mousehold. However, Werner is not fooled by this, and smashes Mugman's hand with a wooden mallet.

The two give out and state that they still have the surprise cake. That's when they hear Werner moaning as it is revealed he ate the entire cake, which causes the two to charge at him. However Werner blasts a wave of silverware at them, causing then to get pinned to the wall. Elder Kettle, finally has enough and checks to see what racket is going on in the kitchen, as the two admit about the rat. Elder Kettle then proceeds to battle it out with Werner Werman, as he chases him out of the kitchen and into the living room. Werner then charges at Elder Kettle with full speed in his can tank, before Elder Kettle flings him onto the ceiling. However, Werner escapes through a floorboard hole, after detaching his spike from his helmet. Infuriated at first, Kettle realizes he left the boys alone and they are in danger when he hears their muffled screaming. Running into the kitchen he see's Werner standing over them, and the boys, still pinned to the wall, are gagged and have dynamite in their heads. With Cuphead and Mugman as his hostages, Werner claims if Elder Kettle does not hand over his cottage, both cups would go off with a boom. Elder Kettle then gives up and hands his house deed over to Werner, but manages to trick him at the last moment by handing him a stick of dynamite, when he requests a pen to sign.

Werner Werman is then defeated and drops his German accent for an American one, before hopping in his mostly destroyed tank and driving away from the cottage. Elder Kettle, who is satisfied, goes back to his chair to read the newspaper, before telling the brothers to close the front door. Little does he know, the battle resulted in the cottage being completely destroyed, as the brothers still are pinned to the wall.

Cast of Characters[]


  • Rats All, Folks/Transcript



  • The name for this episode is a pun on the Looney Tunes phrase, "That's All, Folks!".
  • This episode is most likely a parody of Tom & Jerry.
  • Elder Kettle luring Werner into a false sense of security by pretending to cower is reminiscent of Mr. Krabs doing the same thing in the SpongeBob episode 'Séance Schmeance'.
  • Contrary to popular belief, cheese actually is not a rat's favorite food, which could explain why none of the boys' cheese tricks/traps work on Werner Werman.
  • This is the last episode of the first order of episodes to introduce a boss character from the game, which is Werner Werman.
  • The traps which Cuphead and Mugman where put on the floor is a reference to 1997's movie, MouseHunt.
The Cuphead Show! Episodes
Season 1
Carn-EvilBaby BottleRibby and CroaksHandle with Care!Roll the DiceGhosts Ain't Real!
Root PackedSweater Off DeadSweater Luck Next TimeDangerous MugmanDirt NapIn Charm's Way
Season 2
Jail-BrokenCharmed & DangerousA High Seas Adventure!Another BrotherSweet Temptation
The I Scream ManPiano LessonRelease the Demons!Dead BrokeRats All, FolksSay Cheese!
Lost in the WoodsThe Devil's Pitchfork
Season 3
The Devil's Revenge!Don't Answer the DoorCupstagedRoadkillHoliday Tree-ditionA Very Devil ChristmasSpecial DeliveryDown & OutJoyrideDance with DangerThe Devil & Ms. Chalice