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Wally Warbles is a bird boss that can be found in Inkwell Isle Two. He appears in the level Aviary Action!, which is an airplane level.



Wally is a red-headed, blue-feathered bird who wears a cuckoo clock for armor that hides most of his body save for his legs, wings, and head. His legs are disguised as a pendulum before the battle with him begins. He has red and blue feathers and an orange beak and feet. Inside the clock resides his son.


Judging by how aggressive he appears and his son's death screen line, Wally is the patriarch of his family. He appears to be a protective father to his familiars, having a cuckoo clock for him to be kept safe in while Wally deals with his own enemies. Wally is even determined enough to fight until the end, no matter what happens to him in the process, as evident by the fact that he continues the battle featherless and on a stretcher. He also seems to have a boastful side, as suggested by the death screens from phases 1 and 3.



At the beginning of the battle, Wally acts like a cuckoo clock, bursting his head out of the clock's face, then disappearing. The pendulum turns into his feet. He then screeches loudly at Cuphead and Mugman.

Phase 1

"I own the air -- I fly where eagles dare!"
Wally Warbles, Phase 1 Death Screen


At the beginning of the fight, Wally Warbles will use two different attacks:

  • Wally will start shooting eggs out of his mouth in a straight line that break apart upon contact with the edge of the screen. The egg fragments burst outwards in a spread shot of 3 bullets. In Simple mode, it only bursts into two fragments vertically. In Expert mode, the eggs will burst into five fragments, with both the Simple and Regular spread combined.
  • Wally will stay in place and turning his head into a hand with three fingers after a short delay, shooting three large bullets in a spread formation at the player(s) in an attempt to damage them. In Simple Mode, the delay is slightly longer and the bullets travel slower, ensuring a wider spread. In Expert Mode, the delay is slightly shorter and the bullets travel faster, ensuring a tighter spread.

Hitpoints (before whistling) = 1000/600/700

After taking enough damage, Wally will turn his head into a factory steam whistle and sound it in rage. He will only use one attack in this sub-phase:

  • He will start flapping his wings furiously and firing constant radial bursts of eight feathers outwards. Eventually, he will tire himself out and temporarily rest before recovering and attacking again. In Simple mode, he will take longer to recover and the rate of each burst is slower. In Expert mode, each burst lasts shorter, but he will take less time to recover and the rate of each burst is faster. During this process, what appears to be Grandfather Clock Gong noises can be heard in the background.

Throughout the first phase, he is accompanied by rows of four birds, each with a nail tied to them. The first three will be yellow, while the last one is always pink and able to be parried, it also fly across more steadily than the yellow counterpart. They will fly at two specific heights, which are near the top or near the bottom. In Simple mode, there will just be three at each row and they stop appearing after Wally steams in rage. In Expert mode, they appear as soon as the battle begins rather than after a short time and they will fly faster across the screen at the same height as the player(s) when they spawn. Hitpoints = 8/8/8

After Wally has taken enough damage, he will lose all of his feathers and fall out of his birdhouse, after which it explodes, revealing his son, Willy Warbles, flying on a small birds nest. Hitpoints (after whistling) = 500/552/700

Phase 2

Main article: Willy Warbles

"My dad's the brawn and I'm all brains! Together, we bring the pain."
Willy Warbles, Phase 2 Death Screen


In the next phase, Willy floats around the screen. In Simple mode, he moves slightly slower. In Expert mode, he moves faster. He is accompanied by five spiky eggs that block bullets and revolve around him. The eggs periodically expand and contract around him, damaging the player(s) if they made contact. In Simple mode, there will only be four eggs and they move slower. In Expert mode, there will be six eggs and they revolve around quicker when expanding, and slower it when contracting.

Apart from the eggs, he can fire a single electric bullet at the player's direct location, which can always be parried.

Once he has taken enough damage, Willy will cry out for help and disappear, after which Wally appears for a final fight. If in Simple mode, his cry for help will not be enough, as the battle just ends. Hitpoints = 500/552/532

Phase 3

"Even without my feathers, you're in for stormy weather!"
Wally Warbles, Phase 3 Death Screen


In this final phase, Wally is seen lying on a stretcher, wounded and naked from the last fight and being carried by two blue birds in paramedic uniforms. In Expert mode, the stretcher moves back and forth faster. He has two primary attacks to damage the player(s):

  • His head will turn into a trashcan which will spew out objects towards the player (a fish skeleton, one of the player's mini bombs, an apple core, and a magnet). Occasionally, pink boots will be spewed out, which can be parried. In Expert mode, he spits objects for a longer time.
  • He will occasionally stomp his chest with his legs to shoot his heart upwards, which then shoots three bullets in a spread formation before returning down. In Expert mode, the heart will shoot two bursts of bullets with the same spread. While the heart is out, Wally can only be damaged if it is shot at.

The two blue birds periodically shoot pills up from their beak during Wally's attacks. After a short pause, the pill splits apart with one end targeting the player's location. Occasionally, the pill will be pink, signaling its ability to be parried. In Expert mode, the paramedic birds attack more often.

Bombs are nearly required for this stage to damage him from above; however, the player can damage Wally from the bottom of the stretcher, as long as the stretcher is not on the left side of the stage.

Once Wally has taken enough damage, he is defeated and dazed, while the paramedics switch to chef hats and, with evil grins on their faces, they dump salt and pepper on him. Hitpoints = 696/868

Sound Effects

Description Audio
Wally in his cuckoo clock.
Wally's introduction.
Wally spitting out an egg projectile.
Wally whistling in frustration.
Wally attacking with his feathers.
Wally trying to catch his breath.
Wally trash talking.
Wally regurgitating.
Wally Warbles defeated.


Unused Content

A turret bird minion is in the code for this fight but got cut for unknown reasons, most likely due to being way too similar to Hilda Berg's Zeppeling. Based on the code, it would have probably moved up and down the side of the screen, like Warble's early phases. At the start of the fight two will come out immediately and they will aim and shoot at wherever the player(s) is. Hitpoints = 8

The unused projectile was the original bullet Wally uses in phase 1 for his finger gun attack.


Regular Mode Expert Mode


  • Wally is one of the few bosses that are not seen at the ending, the others are The Root Pack, Goopy Le Grande, Croaks from the Ribby and Croaks fight, Dr. Kahl’s Robot, King Dice and The Devil. He is seemingly killed, although Jake Clark later confirms the contrary.
  • His old line was "I'd say that was more of a crash landing."
  • It's possible that Wally's cuckoo clock form is more than just a disguise as when he does his three-fingers attack or start firing his feathers, cuckoo clock sounds can be heard.
  • A prototype of his track was used as a placeholder for Captain Brineybeard's battle in the 2015 demo.[1]
  • Early footage of Cuphead implies that Wally was supposed to be fought in Inkwell Isle One.
  • Despite art assets and a pattern code that would have supported the use of an additional feather type, a pink parryable one, the blue feathers are hard-coded to be the only ones that appear.
  • Willy Warbles moves in a wavy line shape.
  • In early development, the stage was titled "A Fowl Afoul".
    • This most likely could have been scrapped because Wally Warbles does not resemble a Fowl, which is a species of Hen. Rather, he seems to resemble a type of Woodpecker.

Inspirations and Similarities

Animator Jake Clark took Wally's bird-in-house through a number of conceptual possibilities and the team used characters like the giant roc in Popeye the Sailor Meets Sinbad the Sailor and Woody Woodpecker to refine Wally's expressions and form. Wally got his name by finding the best W.W. name the team could master as a homage to the aforementioned Woody Woodpecker.[2]

  • Wally's name may be a reference to Walter Lantz, founder of Walter Lantz Productions and creator of Woody Woodpecker.
  • Wally looks similar to the buzzards from the 1931 Silly Symphony cartoon The Cat's Out.
  • The pills that Wally's medics spit out seem to resemble the Megavitamins from Dr. Mario.
  • His last name is a play on words on "warbler."
  • Wally might reference Cuckoo Condor from Wario Land 4, as both are birds hidden inside cuckoo clocks. (Wooden Clock for Wally and Mechanical Clock for Cuckoo Condor.)
  • Wally might also be a reference to Stu from Donkey Kong Country Returns, as both are birds whose bodies are hidden by an object with only the head, legs, and wings being visible. (Cuckoo clock for Wally and Cauldron for Stu.)
    • The intro and end of Wally's first phase are also similar to Stu's intro and death animations.
  • The sound he makes during his intro is identical to one made by the Burrowing Snagret from Pikmin as it is defeated.
  • His eggs look similar to Yoshi eggs from the Super Mario franchise.
  • His method of attacking via spitting eggs might be a reference to Kazooie from the Banjo-Kazooie franchise who is also a bird that can spit eggs as one of the methods of attack.
  • The vehicle that his son uses has a similar appearance and model to Bowser Junior's clown car.
  • The quote "I fly where eagles dare!" is a possible reference to the songs written by Iron Maiden or The Misfits, or to the film Where Eagles Dare from 1943.
  • Wally also resembles and could be related to a woodpecker enemy in the Isle One level Treetop Trouble, as both are hostile woodpeckers.
  • The beginning of his theme, Aviary Action!, bears some resemblance to the theme of the 1969 Hanna-Barbera cartoon, Dastardly and Muttley in Their Flying Machines.
    • "Ride of the Valkyries", a composition by Richard Wagner, plays for a brief moment during the theme as well.
  • Wally's Ruffled Feather attack and how his feathers all fall off when he takes enough damage is a possible reference to Eagle Eagle Sabnosuke from Parodius! From Myth to Laughter who acts the same way. Both battles also take place in a shmup level.


  2. The Art of Cuphead, Wally Warbles, page 111

External Links

Inkwell Isle One
The Root Pack (Sal SpudderOllie BulbHorace RadicheChauncey Chantenay) • Goopy Le GrandeHilda BergCagney CarnationRibby and Croaks
Inkwell Isle Two
Baroness Von Bon Bon (Lord Gob PackerKernel Von PopMuffsky ChernikovSargent Gumbo GumbullSir Waffington III) • Beppi The ClownDjimmi The Great (Cuppet) • Grim MatchstickWally Warbles (Willy Warbles)
Inkwell Isle Three
Rumor Honeybottoms (Security Bee) • Captain Brineybeard (The Ship) • Sally Stageplay (Sally's Husband) • Werner Werman (Katzenwagen) • Dr. Kahl's RobotCala MariaPhantom Express (Blind SpecterConductorLollipop GhoulsHead of the Train)
Inkwell Hell
King Dice (Tipsy TroopChips BettiganMr. WheezyPip and DotHopus PocusPhear LapPiroulettaMangosteenMr. Chimes) The Devil
Inkwell Isle Four
Glumstone The GiantMoonshine Mob (Charlie Left LegsLight BugAnteaterAnnouncer Snail) • The Howling Aces (Pilot BulldogYankee YippersSergeant O'Fera) • Mortimer FreezeEsther WinchesterChef SaltbakerAngel and Demon
The King's Leap
The PawnsThe KnightThe BishopThe RookThe Queen