"My dad's the brawn and I'm all brains! Together, we bring the pain."
Willy Warbles, Phase 3 Death Screen

Willy Warbles is a minor boss in Cuphead. He is Wally Warbles' son and the 3rd phase of Aviary Action!



Willy is a juvenile bird with yellow eyes, larger brain, a goofy-looking toothy smile, and feathers colored in red and blue like his father. He rides on the floating nest sporting leafs.


Willy is the brains of his family, according to his death screen line. To defend his smart behavior, he is shown to carry around a ray gun that he most likely invented, despite his young age. He also seems to depend on his father when he is in a sticky situation, proven when he starts crying for his father to deal with Cuphead and Mugman at the end of his phase. As suggested by his giggling whilst brandishing his ray gun, he seems to be mischievous by nature.


In this 3rd phase after beating Wally in his 1st and 2nd phase battle, Willy will be revealed after the cuckoo clock explodes. He will float around the screen. In Simple mode, he moves slightly slower. In Expert mode, he moves faster. He is accompanied by five spiked eggs that block bullets and revolve around him. The eggs periodically expand and contract around the boss, damaging the player(s) if they touch them. In Simple mode, there will only be four eggs and they move slower. In Expert mode, there will be six eggs and they increase their speed when expanding, and reduce it when contracting.

Apart from the egg shields, 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 the original Wally appears for a final fight. If in Simple mode, his cry for help won't be enough, as the battle just ends.


Description Audio
Willy using his pistol.
Willy crying.



  • Willy Warbles resembles Woody Woodpecker's early design with the difference being that the eyes are yellow instead of green.
  • Willy's voice and crying resemble that of a male toddler.

Inspirations and similarities

Willy Warbles is a homage to the cuddlier version of Woody the Woodpecker with Wally, as well as a nod to the more classic, teeth-out, zany version of the character. His methods of firing a laser gun and having spiked egg shields are references from Earthworm Jim and Yoshi's Island respectively.[1]

  • Willy Warbles could also be a reference to Stewie Griffin from the adult animated sitcom series Family Guy, as both characters are highly intelligent infants that carry a ray gun. Additionally, the gun Willy wields shares a similar design and color scheme as Stewie's gun in the latter's promotional art.


  1. The Art of Cuphead, Willy Warbles, page 112
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 GumballSir Waffington III) • Beppi The ClownDjimmi The Great (Puphead) • Grim MatchstickWally Warbles (Willy Warbles)
Inkwell Isle Three
Rumor Honeybottoms (Bob the Bee) • Captain BrineybeardSally Stageplay (Sally's Husband) • Werner Werman (Katzenwagen) • Dr. Kahl's RobotCala MariaPhantom Express (Blind SpecterT-BoneBlaze BrothersHead of the Train)
Inkwell Hell
King Dice (Tipsy TroopChips BettiganMr. WheezyPip and DotHopus PocusPhear LapPiroulettaMangosteenMr. Chimes) • The Devil
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