Baroness Von Bon Bon is a boss in Cuphead encountered in Inkwell Isle Two that is fought in the Sugarland Shimmy boss level.



Baroness Von Bon Bon is a humanoid with pink skin, brown hair and yellow eyes. She sports a sleeveless white and cherry-red dress and gloves, along with a hat that resembles an ice cream cone.


Baroness Von Bon Bon possesses a rather feisty attitude for an authority figure. Whenever a subject of hers is defeated, she will shake her fist at Cuphead and Mugman in aggression. In spite of her ferocity, she also appears to be a sore loser, crying as soon as she loses against the brothers.


Baroness Von Bon Bon makes the "off with his head!"-gesture with her head detaching from her neck for seconds and spinning before getting reattached, as she gets grabbed by her own candy cane into the castle.

Phase One - Phase Three

The first phase of the Baroness fight is unique from other boss fights, as the majority of the first phase is focused more to her loyal subjects working as mini-bosses before the actual fight against the Baroness begins. Three of these subjects will appear during the fight:



"How's the jaw, ol' chum?"
The Jawbreaker, Death screen

The Jawbreaker flies towards wherever the player(s) are heading. He also has minions that also follow and attack the player, and the current position of player will soon get deadly. His minions will not be present in simple mode.

When defeated, his layers will start breaking one by one with the core gaining a halo and then float away, the following ones will simply break apart.

Candy Corn


"For me, a sweet tooth is fiendishly uncouth!"
Candy Corn, Death screen

The Candy Corn flies around the arena in a horizontal figure 8, and summons smaller but inverted clones of himself that fly upwards. While he does show up on Simple mode, but does not have a candy corn following him. He also won't summon his clones in Simple mode.

When defeated, he floats up with his mouth separated akin to the same animation as the smaller candy corn.



"Delicious and vicious, while maliciously nutritious."
Cupcake, Death screen

The Cupcake jumps around the arena and tries to squash the players. If that fails, three frosting shock waves from his landing will damage the players. On expert, instead of waiting for the shock waves to dissipate, he will jump before they are gone. The Cupcake doesn't appear in simple mode.

When defeated, the cherry on top of him will gain eyes, become a bomb, begin growing, and then explode itself along with the Cupcake.

Gumball Machine


"I chew 'em up and spit 'em out."
Gumball Machine, Death screen

The Gumball Machine runs around the arena and shoots gumballs up in the air as they rain down on the players. On simple mode, he scrambles across the entire arena but won't fire gumballs.

When defeated, his head will shatter apart and his body will scramble away to the left of the stage.



"Straight off the iron and too hot to handle!"
Waffle, Death screen

The Waffle flies around the arena and will split himself into multiple pieces and reverts back to his original form. He appears on simple mode, but doesn't do anything besides fly around, and on expert mode, he will only shoot either in the four cardinal directions at first, and then fire the diagonals, or vice versa.

When defeated, he will break apart as if he was doing his attack but the pieces will fly off the screen and the teeth section will implode on itself and disappear.

Once the second subject is deployed, a jellybean soldier armed with a sword sometimes charges across the arena. They can be killed by only crouching or parrying the pink jellybeans. On Expert, the jellybean soldiers will appear when the first subject is sent out.

Once the third subject is deployed, the Baroness herself will appear on top of the castle to fire with a double-barreled sawed-off candy cane shotgun and shoot three cotton candy puffs that circle around each other with one of them being parryable. On simple mode though, Bon Bon will appear to fire at the player only after the third subject is defeated and will count as a distinct phase, which will trigger Bon Bon's death screen if the player dies during said phase.

There is a candy platform moving from left to right that players can stand on to avoid the attacks of certain minions.

Final Phase

Baroness Von Bon Bon

Bon Bon and her castle chasing after Cuphead and Mugman.

"I won't sugarcoat never stood a chance!"
Baroness Von Bon Bon, Death screen

Once the third minion is defeated, the main battle with Bon Bon herself begins. She again appears at the top of her castle grinning maniacally and orders the castle to chase down the player(s).

In this phase, Bon Bon will throw her own head, which homes in on the player(s) as they are moving, and a head will appear in the original place (two heads are thrown in Expert) while the castle spits out rolling peppermint candies at the player(s) in order to flatten them. The peppermints can be parried to gain extra height, though this doesn't count towards the parry total.

The platform from previous phases stays in place when the Baroness battle begins which can help the player(s) to gain enough ground to shoot at the Baroness and avoid her and the castle's attack.

After taking enough damage, the boss is defeated as the Baroness and the castle are seen crying with the latter slamming his fists onto the ground.

This phase is not playable in Simple mode, as the Baroness will simply cry without ordering the castle to chase the players.


  • The stage may be a reference to The Cookie Carnival, an animated Disney short with similar character designs.
  • Her name, Bon Bon, is used in various languages (like French or many Balkan countries) for candy.
  • While not immediately apparent, the Baroness was made to resemble a soda bottle, with her head acting as the bottle cap.
  • The Jawbreaker's appearence is similar to Pac-Man only the outside is red instead of yellow which was instead used as one of the color layers in his so-called mouth with the center being green and having eyes.
  • When The Jawbreaker floats away after being defeated, a xylophone can be heard.
  • The throwing head attack may be a reference to Queen Marie Antoinette's famous line "Let them eat cake", because she chops off her head and she's also riding a cake castle.
  • The moving castle is similar in design and movement to the moving barn from "Swing, You Sinners!", a cartoon referenced multiple times in Cuphead.
  • When The Cupcake is defeated, his cherry stem begins to widdle down like a lit fuse, turning into a cherry bomb, and also he melts down to just a wrapper & frosting.
  • Despite having 3 smaller jawbreakers behind the main one on the Jawbreaker's death screen, there is no point where a yellow jawbreaker is seen during the fight.
  • A glitch can be easily encountered on the Windows 10 version of Cuphead where in the final phase of the boss, the progress bar won't move from the signal pole. Despite this, she can still take damage.
  • Her death-screen has an error on it, the fizz/ruffles on the Baroness' dress is white instead of a shade of red.
  • According to a Twitter post by her animator and designer, Tina Nawrocki, the Baroness' design was also inspired by Letty Linton, Bebe Daneils, Betty Grable and Loretta Young; starlets who were around in the period the game is set in.[1]
Inkwell Isle One
Cagney CarnationGoopy Le GrandeHilda BergRibby and CroaksThe Root Pack (Moe TatoWeepyPsycarrot)
Inkwell Isle Two
Baroness Von Bon BonBeppi the ClownDjimmi the GreatGrim MatchstickWally Warbles
Inkwell Isle Three
Cala MariaCaptain BrineybeardDr. Kahl's RobotPhantom Express (Blind SpecterT-BoneBlaze BrothersHead of the Train) • Rumor HoneybottomsSally StageplayWerner Werman
Inkwell Hell
King Dice (Tipsy TroopChips BettiganMr. WheezyPip and DotHopus PocusPhear LapPiroulettaMangosteenMr. Chimes) • The Devil

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