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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 slowed down and remixed.


  • Charge is recommend.
  • Use first ultimate to stay in the air, and to avoid sea dogs and cannon balls.
  • Go against the barrier and smoke dash when he fire balls are about to hit you, repeat it until he stops spitting fireballs.
  • crouch and duck the pink laser (The sign is when he closes his mouth before charging) and smoke dash while crouching while crouching (which you can do) to also avoid the barrel that will still land on you.


Phase 1 consists of Captain 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, after which it will be hoisted to the top of the screen.

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

  • Squid: The Squid pops up flinging around blogs of ink. They do not damage you, but they will darken the screen. It can shot to evade the attack early.
  • Shark: The Shark takes up about half the dock, attempting to damage the player(s). Before it attacks, you can see it swimming in the background.
  • Dogfish: A periscope pops up in front of his ship, then descends back into the water. One by one, Dogfishes will move across the dock. The player can choose to either shoot them or jump over them as they slide across the dock.

After taking even more damage, Phase 3 starts and the Ship starts swishing its 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. In Simple Mode, 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:

  • Fireball: Its uvula will spit out flame bubbles that travel across the screen in loop de loops. In Expert mode, only two are fired and they travel faster.
  • 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.
After taking enough damage, the Ship and uvula will have a sick expression on their faces, tilting back and forth in defeat.


Regular Mode Expert Mode


Version Soundtrack
In-game soundtrack Cuphead_OST_-_Shootin_n'_Lootin_In-Game_Version
Original soundtrack Shootin'_'n'_Lootin'
Death screen soundtrack Cuphead_-_"Shootin_N'_Lootin"_Game_Over_Screen_Version



  • Early builds named the level "Landlubber Troubler"
  • The original theme for the battle was a sped up version of Aviary Action!
Boss Levels
Inkwell Isle One
Botanic Panic!Ruse Of An OozeThreatenin' ZeppelinFloral FuryClip Joint Calamity
Inkwell Isle Two
Sugarland ShimmyPyramid PerilCarnival KerfuffleAviary Action!Fiery Frolic
Inkwell Isle Three
Honeycomb HeraldShootin N' LootinDramatic FanaticMurine CorpsJunkyard Jive!High Seas Hi-Jinx!Railroad Wrath
Inkwell Hell
All Bets Are Off!One Hell Of A Time
Inkwell Isle Four
Gnome Way OutBootlegger BoogieDoggone DogfightSnow Cult ScuffleHigh-Noon HooplaA Dish To Die ForOne Hell Of A DreamThe King's Leap (The King's Gauntlet)