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Threatenin' Zeppelin is an aerial level on Inkwell Isle One in which Hilda Berg is fought, and the first airplane stage in Cuphead. It is represented on the map by an observatory. This level can be reached only after taking a look at the Aeroplane Tutorial, which becomes accessible after defeating Goopy Le Grande in Ruse Of An Ooze. Upon clearing Threatenin' Zeppelin, the player unlocks a path to Treetop Trouble and Floral Fury.

This level is the first airplane stage in Cuphead. It takes place in the skies above Inkwell Isle One, with many hills, trees, and observatories passing by on the ground. Once the players reach the final phase of the fight, the sky turns darker as the fight seemingly goes on into the night.

This fight has 4 phases (3 on Simple Mode). In the first phase, you fight Hilda as a humanoid blimp on a unicycle. In the second and third phases she transforms into different zodiac signs made of clouds, and in the fourth phase she turns herself into a giant clockwork moon.


  • Cuphead and co go at the edge of the screen to dodge projectiles and attacks easier.
  • During the horse attack
    • Go small then through the spaces in between the stars.
    • If Cuphead and co, one go over, and one go under.
    • Use bomb super to get rid of the stars instantly.
  • Go small then go pass the red UFO's laser.



"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. Occasionally, she will laugh at the player(s), sending a deadly "HA!" towards the player(s). These projectiles go in a horizontal line, and Hilda does not directly shoot the player. She just laughs whenever she wants, so you have to be careful and make sure you are not in their way.

Even though Hilda Berg only has one attack, that does not mean it is the only thing you have to dodge. Throughout the entire battle until the final phase, little purple Zeppelings come and shoot a bullet towards the player(s). Note that after a certain amount of them, some always shoots a bullet that can be parried.

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 can catch 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 and 3 death screen

Throughout these phases, 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. Each zodiac sign will only be used once. 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, she will still laugh and send out deadly "HA!," but now, she will have the ability to summon mini tornadoes that homes in at 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. In Simple Mode, they only shoot three bullets. In Expert Mode, the green Zeppelings also appear during the first phase and shoot five bullets with increased speed. 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 will go off screen, and will reveal a zodiac sign onto the screen, which will reveal which zodiac she is turning into next. Then she comes back on screen from the left, (and you have to watch out so you do not 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: In her Taurus form, she will turn into an enormous horned bull made out of clouds and stars. Her Taurus phase is simple enough, she will swiftly jab her head 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 used.
  • Gemini: In her Gemini form, she will turn into two female twins wearing clouds orbiting a crystal ball. The two ladies will raise their hands and chant a spell. They will summon a fiery vortex that shoots bullets in a clockwise or counter-clockwise manner, forcing the player(s) to move around in circles depending on the direction of the bullets. It is recommended to place yourself in the Nine O'clock position to not be caught off by the bullets. In Simple Mode, this is always the second transformation. In Regular Mode, it is either this or Sagittarius. In Expert Mode, this is always the first transformation.
  • Sagittarius: A male centaur with a cloudy bottom and a tail armed with a bow and arrow 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 is never used in Simple Mode. In Regular Mode, it is either this or Gemini. In Expert Mode, this is always the second transformation.

After taking enough damage, Hilda will cover her head, then start violently shaking while making weird noises. While she is shaking, the sky will slowly turn to nighttime. 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, does not cover her head, and does not make any noise.


"You lost too soon and I was only half moon!"
Hilda Berg, Phase 4 death screen

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

The Zeppelings are no longer appearing during this phase. Instead, there will be fast moving stars. Occasionally, she will extend her face while laughing psychotically, and some UFOs will come out of her to shoot the player(s) with lasers. Some stars can be parried. Focus on the color of the UFOs as they are unpredictable; the red UFOs will shoot the laser after Cuphead or Mugman is underneath, while the gold ones will shoot as they are just in front, meaning if you try to dash through the red ones. The laser blocks out any bullets that you shoot besides plane peashooter EX.

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


Regular Mode Expert Mode


Version Soundtrack
In-game soundtrack Cuphead_OST_-_Threatenin'_Zeppelin_-In-Game_Version-
Original soundtrack Threatenin'_Zeppelin
Game over soundtrack Cuphead_-_"Threatenin'_Zeppelin"_Game_Over_Screen_Version



  • Although the level takes place in the sky, it is represented on the overworld by an observatory. This may imply that Hilda Berg either lives or works at the observatory, or that Cuphead and Mugman went there to try and spot Hilda in the sky before taking off to fight her.
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)