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The Devil & Ms. Chalice is the 11th and final episode of Season 3 of The Cuphead Show! and is the 36th episode overall. This episode serves as the finale of the first order of episodes.


An epic dance contest morphs into a high-stakes game of winners and losers, with more than one soul on the line. How will it all end? Hilariously.


The episode begins at an arcade, where Cuphead & Mugman are playing at right now before earning enough tickets to buy a bag of marbles as a gift for Ms. Chalice before wondering where she could be since they haven't seen her in months. Meanwhile, Ms. Chalice is in the Underworld, tap-dancing with the Devil, before the latter reminds her about the favor she owes him. Ms. Chalice then attempts to distract the Devil with another song, but is stopped by Stickler due to it not following the rules and he points out that she's obviously trying to distract him. Realizing this, the Devil reminds her about if they haven't made a deal, he shows her of what her condition would be like before he casts a spell on her that gradually causes her to break down into her skeleton and collapsing, as he then transforms her back. Ms. Chalice then begs and will now betray anyone as she is then ushered to the elevator.

Back at the arcade, Cuphead & Mugman continue to have fun, before Chalice arrives as the Devil and Henchman watch from behind, hoping that she would betray the cup duo. Cuphead then gives her the bag of marbles from earlier before Ms. Chalice requests a favor for the brothers to sign a contrast, where as they move the pens closer to the paper, she breaks down and admits that the Devil manipulated her into doing this, much to the latter's shock. As Ms. Chalice attempted to explain her deal with the Devil, the latter teleports in, and plans to now bring in her original condition due to her breaking the favor, as Chalice then laments about how she will die and be known as the greatest dancer of all time. This causes the Devil to argue back that HE is in fact the "greatest" dancer of all time, and the two settle it with a dance battle. The Devil then creates an arena in the middle of the city, as all the citizens, (including cup duo, along with Henchman and Stickler) are teleported there.

As the citizens are frightened about the Devil's appearance, they hear King Dice's singing voice, as the latter emerges from the fire, along with his assistants to announce the dance battle, along with introducing them to the Applaud-o-meter. The battle then begins. The two then use the area around them to their tactics in tap dancing, until it ends with the bag of marbles falling out of Chalice's skirt, causing her to trip, as the Applaud-o-meter drops down. As the Devil is announced as the winner, Cuphead and Mugman run on stage, as the latter apologizes for buying her the marbles in the first place. As soon as the Devil realizes this, he plans to take Chalice's deal all back, before Cuphead defends her, and plans to instead battle the Devil. If he wins, then Chalice's record with the Devil will be cleared, otherwise, Cuphead will allow him to kill Chalice, and capture both of his and Mugman's souls. When Cuphead makes a deal with the Devil, he announces that their battle is Rock, Paper Scissors, much to his dismay. The two then duel, but fortunately, luck is on Cuphead's side, as he manages to beat the Devil every single time, leading to his victory, as the citizens celebrate. On the other hand, the Devil sadly walks back to his elevator with Henchman, as they then exit.


The Devil's Casino in its only appearance.

One month later, the trio are happy to be free of the Devil's grasp, and how they haven't encounter him ever since, before they notice a billboard to the Devil's newly-opened casino. While Mugman and Chalice want to steer clear of the Devil, Cuphead's greed gets the better of him as he then runs off into the casino. Dismayed by this, Mugman and Ms. Chalice proceeded to chase after Cuphead, who's laughing hysterically, referencing the intro of the main game.




  • This is the last episode of The Cuphead Show.
  • This is the only episode with Chalice's name in the title.
  • This is the second longest episode in the series, 22 minutes, being "A Very Devil Christmas" the longest episode by 30 minutes.
  • The ending of the episode acts like a lead-in to the events of the story of the main game, thus implying that the whole series is actually a loose prequel. However, Studio MDHR has confirmed that the show is not canon to the game.
  • There are some differences between the ending of the show and the opening of the main game on how the Devil's Casino was discovered; in the main game, it was only Cuphead & Mugman who discovered the casino, due to them straying too far from home. As for the Cuphead Show! series, it now includes Ms. Chalice, and they only knew of the casino's existence when they noticed a billboard for its grand opening. Also, the casino actually takes place in Inkwell Hell, not in a large area that is at the end of the woods.
  • This is the only episode to feature nearly all the Inkwell Isle citizens terrorized by the Devil but facing happily with King Dice all together. In addition, this is also the only time where the Devil's Casino was shown and introduced.
  • The title is likely a reference to The Devil and Daniel Webster.
  • One of the prizes seen in the arcade is a toy dinosaur whitch looks like Gertie the Dinosaur from the short film of the same name.
  • After Ms. Chalice loses the dance competition, Cuphead challenges the Devil for her freedom. One of the options the Devil suggests is "fiddle playing", a reference to the Charlie Daniels Band song "The Devil Went Down to Georgia", which is an uptempo bluegrass song about the Devil's failure to gain a young man's soul through a fiddle-playing contest.
  • When the Devil tortures Chalice with a horrible death, the dark ghastly spirit that shoots out of his pitchfork to overwhelm her most likely resembles the spirits that are released from the Ark of the Covenant to destroy the Nazis in Raiders of the Lost Ark. Also, Chalice's horrified expression as her body becomes brittle and decomposes from her bones, her face and hands and whole self melting away and crumbling into dust while she is mobile, terrified and in agony even when she should have died, is similar to Walter Donovan's fate after drinking from the wrong grail in Indiana Jones and the Last Crusade.
  • The Devil's quote "Alas, poor Chalice. I knew her well." is a reference to Hamlet by William Shakespeare.
  • Originally, the episode was entitled "Dance with the Devil", seemingly a reference to the 1989 Batman film, where the Joker says "Have you ever danced with the Devil in the pale moonlight?".
Slip on Marbles Comparison

A side-by-side comparison of the Devil and Ms. Chalice slipping on marbles

  • The way Chalice trips on marbles during the dance-off is similar to how the Devil does in "The Devil's Revenge!"
  • During the dance battle between the Devil and Ms. Chalice, the instrumental playing in the background very fittingly switches between variations of "The Devil's Song" and "Sail Across a Rainbow", the themes of the respective characters, depending on who one-ups the other. The rhythm of the music also seems to take inspiration from the 1936 song "Sing Sing Sing" by American singer Louis Prima.
  • Despite The Devil trying to cheat during the Rock-Paper-Scissors scene, the citizens didn't seem to boo at him.
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