Threatenin' Zeppelin is a level on Inkwell Isle One, where the fight with Hilda Berg takes place. It is represented on the map by an observatory. This level is unlocked after taking a look at the plane blueprints that are accessible after defeating Goopy Le Grande in Ruse Of An Ooze. Upon defeating Threatenin' Zeppelin, you unlock Treetop Trouble and Floral Fury.

This being the first airplane level, it takes place in the skies above the island, with many hills, trees, and observatories on the bottom. Once the players reach the final phase of the fight, the sky turns darker as the fight goes into the night.

This fight has 3 phases (unless you're on simple mode, then it's 2). The first phase is where you fight Hilda as a little blimp. The second phase is where she turns into different kinds of zodiac signs, and the third phase is where she turns herself into a giant moon.




"Fitting, isn't it? I'm a blimp -- you're a wimp."
Hilda Berg, Phase 1 death screen

Before the battle begins, Hilda Berg can be seen on a cloud. She then quickly sucks it up, puts her hands out, and becomes a blimp. She also gains a unicycle.

Hilda has one attack in this phase. That attack is her laughter. Occasionally, she'll laugh at the player(s), (probably because she thinks that Cuphead and Mugman don't stand a chance against her, as shown in her death quote,) sending a deadly "HA!" towards the player(s). These projectiles go in a horizontal line, and Hilda doesn't directly shoot the player. She just laughs whenever she wants, so you have to be careful and make sure you're not in here way.

Even though Hilda Berg only has one attack, that doesn't mean it's the only thing you have to dodge. Occasionally, little purple zeppelins (or Zeppelings) come and shoot a bullet towards the player(s). Note that the second Zeppeling always contains a parryable bullet.

After some time, she will charge towards the player and go back through the middle of the screen to transform into a zodiac/constellation. This catches players off-guard, so be sure to avoid the middle of the screen. Once she does this, the second phase commences.


"You won't get too far... it has been foretold in the stars."
Hilda Berg, Phase 2 death screen

Throughout this phase, Hilda Berg will turn into different zodiac signs. There are three in total: Taurus, Gemini, and Sagittarius. Each time you play through this boss, Hilda will turn into two of the three zodiac signs. In between these transformations, there will be a little section where you fight normal Hilda Berg, but with some twists.

When she turns back into normal old Hilda Berg, she'll still laugh and send out a deadly "HA!," but now, she will have the ability to summon tornadoes that slightly follow the player(s). There will still be normal Zeppelings, but now, there will also be green Zeppelings which will shoot out four bullets instead of just one. Note that the green Zeppelings never have any parryable bullets.


When Hilda Berg breathes in heavily, then watch out, since after, she charges straight to the left. She'll go off screen, and will reveal a zodiac sign onto the screen, which will reveal which zodiac she's turning into next. Then she comes back on screen from the left, (and you have to watch out so you don't get hit by her) presumably singing or chanting, and turns into the transformation associated with the zodiac sign. The green and purple tiny zeppelins still shoot during these forms.

  • Taurus: Her Taurus phase is simple enough, she will lunge/ram at the player(s) so be sure to not always be in front of her horizontally. The tiny zeppelins are still active during this phase. Note that the first zeppelin that shoots when she finishes transforming into a Taurus will most of the time be pink. This is always the first transformation in Simple and Regular Mode. In Expert Mode, this transformation is never played because of how simple it is.
  • Gemini: The two ladies (the Gemini) will raise their hands and chant a spell. They will summon a vortex that shoots bullets in a clockwise or counter-clockwise manner. This phase is simple to overcome as you only need to move around in circles depending on the direction of the bullets. In Simple Mode, this is always the second and final transformation. In regular mode, either this or Sagittarius is played. In Expert Mode, this transformation is always first.
  • Sagittarius: The Sagittarius is armed with a bow and arrow and will shoot the player(s) with the arrow. Additional destructible blue stars will also come with the arrow and they will home in on the player(s). It is best to move away from the height of the bow and arrow and circle around to lose or destroy the blue stars. This transformation isn't played in Simple Mode. In Regular Mode, it's either this or Gemini that's played. In Expert Mode, this transformation is always second.

After taking enough damage, Hilda will start violently shaking while making weird noises. She may be going insane, or it's hard to turn into a moon. While she's shaking, the sky will slowly turn to nighttime. But after the violent shaking, Hilda will turn into a giant red moon with a face and a pointy nose.

In Simple Mode, it ends with Hilda violently shaking. But this time, she never turns into a moon, and doesn't make any noise.


"You lost too soon and I was only half moon!"
Hilda Berg, Phase 3 death screen

This phase isn't played in Simple Mode.

In this phase Hilda Berg turns into a "half moon" (actually being a quarter moon). She now covers half the screen and laughs at the player(s), revealing her mechanical parts.

Fast-moving stars will replace the zeppelins and some UFO's (Saucers) will come out of her to shoot the player(s) with lasers. Some stars can be parried, but most stars can spawn in areas that the player(s) can't even get to. The key to winning here is to use all your supers and focus on the positions of the UFO's as they are unpredictable. However, they are color coded. The red UFO's will shoot the infinite-range laser as Cuphead or Mugman is underneath, while the gold ones will shoot as they are just in front, meaning if you try to dash through without being small they will most likely hit you. The stars are no big deal though.

Once taken enough damage, Hilda is defeated and she appears to be dizzy and her nose is deformed.



Regular Mode Expert Mode
Perfect Run)

Perfect Run)

Grade S-Boss-Hilda Berg

Grade S-Boss-Hilda Berg


Version Soundtrack
In-game soundtrack
Cuphead OST - Threatenin' Zeppelin -In-Game Version-

Cuphead OST - Threatenin' Zeppelin -In-Game Version-

Original soundtrack
Cuphead OST - Threatin' Zeppelin -Music-

Cuphead OST - Threatin' Zeppelin -Music-

Death soundtrack
Cuphead - "Threatenin' Zeppelin" Game Over Screen Version

Cuphead - "Threatenin' Zeppelin" Game Over Screen Version