Shootin N’ Lootin is a level in Inkwell Isle Three, this level features the boss Captain Brineybeard. It is represented on the map by Captain Brineybeard's red ship. This is one of the two levels unlocked when unlocking Inkwell Isle Three, along with Honeycomb Herald.

The theme of this level is played in the good ending credits but intensely slowed down and remixed.


Phase 1 consists of Brineybeard pulling out a pink octopus that fires projectiles. All but one can be parried. Meanwhile, a barrel moves (at the top of the screen, suspended by a rope) across the arena, and when it squints, will try to crush the player, then will be hoisted to the top of the screen.

After taking enough damage, Captain Brineybeard will start summoning sea creatures, and start the second phase. There are a total of three sea creatures that he can summon:

  • Sea Dog Squad: A periscope pops up in front of his ship, then descends back into the water. One by one, sea dogs will move across the dock. They are killable.
  • Scar the Shark: A shark takes up about half the dock, attempting to damage the player(s). Before it attacks, you can see it swimming in the background.
  • Inky the Squid: A squid pops up flinging around blogs of ink. They don't damage you, but they will darken the screen. It can shot to evade the attack early.

When the ship starts shwishing it’s mouth, after a short delay, it will spit out a cannonball that flies across the dock.

After taking enough damage, the ship will rage, turning it into a narwhal like creature while Captain Brineybeard will be sent flying, plunging into the water. On Simple difficulty, the battle will end there with a disappointed Captain Brineybeard.

In Phase 3, his ship will keep its mouth open, exposing its living uvula that does all the attacking. The barrel from before will still be attacking. The uvula has two attacks:

  • Laser: The ship will close its mouth and after a short delay, will open it again with the uvula firing a colossal pink laser, which you can parry continuously or just crouch under.
  • Looping projectiles: The uvula will spit out projectiles that travel across the screen in loop de loops.

After taking enough damage, the ship and uvula will have a sick expression on their faces, rocking back and forth in defeat.


Version Soundtrack
In-game soundtrack
Cuphead OST - Shootin n' Lootin In-Game Version

Cuphead OST - Shootin n' Lootin In-Game Version

Original soundtrack
Cuphead OST - Shootin n' Lootin -Music-

Cuphead OST - Shootin n' Lootin -Music-


  • The original theme for the battle was a sped up version of Aviary Action!