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 tall humanoid, soda bottle being with pink skin, curly brown hair, and yellow eyes. She sports a sleeveless white and cherry-red dress, gloves that extend beyond her elbows and a hennin that resembles an ice cream cone. In a few frames, she also appears to be wearing red shoes with white trims. Whenever her mouth is entirely closed, it seems to fade behind her heart-shaped lips.


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. She can also be crazy and desperate, which is shown in the transition for the final phase, ordering her castle to charge so she can make a last attempt to destroy the brothers.

In spite of her ferocity, Bon Bon appears to be somewhat dramatic, crying as soon as she is defeated.

The good ending though hints that despite her earlier hostility, she's actually more of a sweet, gentle, loving person.

The personalities of the Baroness' subjects, on the other hand, are hinted by their death screens;

Lord Gob Packer's death screen suggests that he seems to like wisecracking at his rivals.

Kernel Von Pop's death screen suggests that he seems to possess a snooty and arrogant attitude.

Muffsky Chernikov's death screen suggests that he seems to have a penchant for talking in rhyme.

Sargent Gumbo Gumbull's death screen suggests that he has a habit of talking tough.

Sir Waffington III's death screen seems to suggest that he has a comedic "Holier-than-thou" nature, judging by the fact that he claimed to be "Straight off the iron" and "too hot to handle."

Whippet Creampup seems to have a childish and temperamental personality, as shown when he is pounding his fists on the ground when his master is defeated. He also seems to be territorial and ill-tempered by nature, as shown when the Baroness pulls on his towers to get its attention. It is also shown to be subservient to the Baroness as shown by her nonverbal cue to give chase to Cuphead and Mugman in the 4th phase.



Baroness Von Bon Bon makes the "off with his/her 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 mouth/entrance of her castle, Whippet Creampup.

Phase 1

The first phase of the Baroness fight is unique from other boss fights, as the majority of the first phase is focused more to the Baroness' subjects fighting the brothers on her behalf before the actual fight against her begins. A random three of these subjects will appear during the fight:


"How's the jaw, ol' chum?"
Lord Gob Packer, Death screen

Lord Gob Packer, the Jawbreaker, flies towards wherever the player(s) are heading. He also has a minion that also follow him and attack the player, and the current position of player will soon get deadly. In simple mode, there are not minions following him. In expert mode, there will be two.

When defeated, his layers will start breaking one by one with the green core layer gaining a halo and then float away, the following ones will simply break apart, one by one, and a vibraphone jingle is heard playing. Hitpoints = 180/180/220


"For me, a sweet tooth is fiendishly uncouth!"
Kernel Von Pop, Death screen

Kernel Von Pop, the Candy Corn, flies around the arena in a horizontal figure 8, and summons smaller and inverted clones of himself that fly upwards. In simple mode, the smaller versions of himself won't be summoned. Hitpoints = 10/10

When defeated, he floats up with his mouth separated akin to the same animation as the smaller candy corns. Hitpoints = 225/225/250


"Delicious and vicious, while maliciously nutritious."
Muffsky Chernikov, Death screen

Muffsky Chernikov, the Cupcake, jumps around the arena and tries to squash the players. If that fails, two frosting shock waves from his landing will damage the player(s) when they spread outward three times. In expert mode, instead of waiting for the shock waves to dissipate, he will jump before they are gone, when the third splash appears specifically. Muffsky doesn't appear in simple mode.

When defeated, his cherry stem will gain eyes, begin to whittle down like a lit fuse, turning into a cherry bomb, exploding with Muffsky. Muffsky will also melt down to just a wrapper and frosting. Hitpoints = 185/235


"I chew 'em up and spit 'em out."
Sargent Gumbo Gumbull, Death screen

Sargent Gumbo Gumbull, 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. Hitpoints = 270/270/320


"Straight off the iron and too hot to handle!"
Sir Waffington III, Death screen

Sir Waffington III, the Waffle, flies around the arena and will split himself into 9 pieces in a spread attack and reverts back to his original form. In simple mode, he doesn't do anything besides fly around. In 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. Hitpoints = 250/250/305

Once the second subject is deployed, a Jelly Bully armed with a sword sometimes charges across the arena. They can only be hurt while crouching or parrying the pink Jelly Bullies. In Expert mode, the Jelly Bullies will appear when the first subject is sent out. Hitpoints = 7/7/7

When the third subject is deployed, the Baroness herself, bearing a sickening grin, will appear on top of Creampup wielding her candy cane like a shotgun and shoot three cotton candy puffs that circle around each other with one of them being used to parry. In Simple mode, she will not appear to shoot at this phase. Hitpoints = 3/3/3

There is a candy platform that players can stand on while still moving in the same pattern.

Final Phase

Baroness Von Bon Bon

Bon Bon and Creampup chasing after Cuphead and Mugman.

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

As soon as the third minion is defeated, the main battle with Bon Bon herself begins. Bon Bon appears at the top of Creampup grinning maliciously, and yanks on the castle's turrets, causing it to grow monstrous and forming a pair of arms. Bon Bon then orders it to give chase, and the battle commences.

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. Creampup spits out rolling Patsy Menthols at the player(s) in order to flatten them. Patsy can be parried to gain extra height, though parrying her doesn't count towards the parry total. In expert mode, Bon Bon will shoot one head, which travels further, moves faster and has a shorter delay time, making it more difficult to evade the head and Patsy at the same time.

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 Creampup's attack.

After taking enough damage, the Baroness is defeated as she and Whippet Creampup are seen crying with the latter slamming its fists onto the ground. Hitpoints = 430/530

In Simple mode, Bon Bon will appear to fire the cotton candy shotgun rapidly at the player without commanding Whippet Creampup to move. The Jelly Bullies Squad will still be sent out. After taking enough damage, she cries in defeat like Regular or Expert mode, while Creampup has a disappointed look in its eyes. Hitpoints = 400


Description Audio
Sfx worldmap hint baroness
Baroness Von Bon Bon's introduction.
Sfx level baroness voice intro a
Sfx level baroness voice intro b
Bon Bon expressing her anger for the defeat of her subjects.
Sfx level baroness voice angry 01
Sfx level baroness voice angry 02
Sfx level baroness voice angry 03
Bon Bon's angry grunts.
Sfx level baroness voice effort 01
Sfx level baroness voice effort 02
Sfx level baroness voice effort 03
Bon Bon ordering her castle to give chase.
Sfx level baroness voice castleyank


Normal Mode Expert Mode
Cuphead - Baroness Von Bon Bon in Sugarland Shimmy

Cuphead - Baroness Von Bon Bon in Sugarland Shimmy

Cuphead - -Expert S Rank- - Baroness Von Bon Bon

Cuphead - -Expert S Rank- - Baroness Von Bon Bon



  • The stage may be a reference to The Cookie Carnival, an animated Disney short with similar character designs.
  • Her appearance as a princess is similar both to the usage of Minnie Mouse as a princess in cartoons such as Ye Olden Days and Brave Little Tailor, while her name and frosting dress were inspired by "Miss Bonbon" (also known as the Sugar Cookie Girl) from The Cookie Carnival.
  • Gob Packer's appearance 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.
  • Creampup is similar in design and movement to the moving barn from Swing You Sinners!, a cartoon referenced multiple times in Cuphead.
  • According to a Twitter post by her animator and designer, Tina Nawrocki, the Baroness' design was also inspired by Letty Lynton, Bebe Daniels, Betty Grable and Loretta Young; actresses who were around during the period the game is set in.
  • The Baroness' character seems to be inspired by French queen Marie Antoinette. This is indicated by her utilizing her cake castle in her final phase, referencing the phrase "Let them eat cake", commonly attributed to the queen. This is also suggested by her position of authority and her ability to detach her head and throw it, likely referencing execution by guillotine in the French Revolution.
  • The Baroness' intro is based on a running gag where a stubborn mediocre stage performer, usually a stand-up comedian is forcefully grabbed by the neck with a cane by an unknown individual, and forcefully yanked off stage, whenever the performer would ignore the audience's jeering and commands to get off the stage.
  • The Baroness' intro is also based on the animation of the wolf slicing his head off in Max Fleischer's Dizzy Red Riding Hood (1931).
  • One of the concept art pages shows the Baroness as an overweight princess which would have been inspired by Betty Boop from Kitty from Kansas City (1931) and Betty Boop and Little Jimmy (1936), the hippo opera singer from the Terrytoons cartoon Carmen's Veranda (1944), or in terms of videogames Fat Princess from the PlayStation game Fat Princess Adventures.


  • Her name, Bon Bon, is used in various languages (like French or many Balkan countries) for candy.
  • As confirmed by a Twitter post by Tina Nawrocki, Bon Bon is 27 years old.
  • While not immediately apparent, the Baroness was made to resemble a soda bottle, with her head acting as the bottle cap.
  • Similar to Captain Brineybeard and his ship, Bon Bon and Whippet Creampup are two separate sprites.
  • In Gob Packer's battle, there is no point where a yellow gobstopper is seen during the fight, but in his death screen, there is a yellow gobstopper. This may be because the death screens were drawn before the battle sprites.
  • Sir Waffington III can be mistaken for a chocolate bar due to the brown color, rectangular pattern design, and the fact that chocolate bars can also be split into an a number of pieces.
  • Kernel Von Pop's name refers to popcorn which is ironic seeing as Kernel Von Pop himself is actually candy corn.
  • 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 are white instead of a shade of red.
  • The names of the Baroness' subjects aren't official. That said, Tina Nawrocki revealed their pet names in a Twitter post when asked by a fan, each subject's name being a candy-related play on words.
  • Patsy Menthol is the only member out of the Baroness' subjects who is female.
  • Whippet Creampup's names is a pun on "Whipped Cream", "Pup", and "Cream Puff".
  • She is the only boss that has all the phases in Simple mode.
    • The fact that the final phase plays out differently in Simple difficulty seems to be little more than a mere excuse to use Baroness Von Bon Bon's death quote.
      • When a group makes a deal with the Devil, all members need to take responsibility like The Root Pack, Ribby and Croaks and the Phantom Express, but the Baroness is an individual, as her contract bears only her name, rather than a group of characters. There is no way to damage her in Simple mode if the last phase is canceled, as the subjects fight for her in the first three phases and she didn't even appear to use her shotgun until the third one is defeated. It is possible that Simple mode ending with the Baroness not even damaged is not the point of comforting her and specifically her, so the developers gave her a simplified final phase to let her properly fight with the players.
  • If Sargent Gumbo Gumbull is facing to the right when defeated, he will scramble to the end of the screen, then turn back to the left and retreat.
  • Sir Waffington III's name is a pun on the name of an athlete called Sir Washington.
  • The way the Baroness wields her candy cane like a shotgun may be a reference to a scene from Adventure Time in the Candy Kingdom, in which a citizen grabs a candy cane and fires it at Finn while making shotgun noises. The baroness herself may also have in part been inspired by Princess Bonnibel Bubblegum.
  • There is an unused behavior for the Jelly Bullies Squad, they have a jumping animation and can jump in the fight to attack the players, it may even tied to the unused death screen with the baroness and Jelly Bullies Squad beside her, being an actual phase where the jelly beans coming out while baroness doing her attack.
  • Sargent Gumbo Gumbull vaguely resembles the character Benson from Regular Show.

Unused Content

Jumping jellybeans (unused behavior)

Jumping jellybeans (unused behavior)

Inkwell Isle One
The Root Pack (Moe TatoWeepyPsycarrot) • Goopy Le GrandeHilda BergCagney CarnationRibby and Croaks
Inkwell Isle Two
Baroness Von Bon BonBeppi The ClownDjimmi The GreatGrim MatchstickWally Warbles
Inkwell Isle Three
Rumor HoneybottomsCaptain BrineybeardSally StageplayWerner WermanDr. 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
ToastBetty BeetRadishJelly The OctopusGiant SpiderPachi-PachiThe LightCardDemon Bat