Hilda Berg is a humanoid, pink skinned, female zeppelin hybrid. She wears a multi-color red dress, red shoes of the same color, and golden bracelets. She also has dark brown hair which is very similar to the finger wave hairstyle of Betty Boop, having the same short curls. She also rides a unicycle for no apparent reason.
Hilda Berg isn't kind when it comes to pestering her enemies, as she likes to tease the brothers on how far they'll get to actually beating her and will even call them a wimp, as seen in her death message on the first phase. She can be a bit of a lunatic, partially because she looks to be completely insane in her final form, with her glowing eyes and psychotic laugh, but also because she takes the form of a crescent moon. Snoring noises can be heard in the overworld prior to starting the fight, implying that she is nocturnal (or often falls asleep) and only wakes up during the day whenever disturbed.
Hilda Berg is first seen sitting on a cloud when she suddenly inhales it, turning her into a zeppelin with her arms, legs, and face. It is also very hard to see Hilda on her cloud, as she swallows it almost immediately.
"Fitting, isn't it? I'm a blimp -- you're a wimp."
—Hilda Berg, Phase 1 death screen
In this phase, Hilda Berg flies up and down on the right side of the screen while small purple toy zeppelins appear from behind her to shoot a single bullet at players, which are sometimes able to be parried. She will attack every few seconds by laughing, which sends a physical onomatopoeia of her laughter across the screen that can damage the player(s).
Hitpoints = 220/130/150
"You won't get too far... it has been foretold in the stars."
—Hilda Berg, Phase 2 death screen
Hilda Berg's second phase is divided into 2 notable sections, defined by whether or not she transforms. In this phase, Hilda Berg will begin using a new attack that will temporarily turn her into a zodiac constellation, each with its unique attacks.
Hilda Berg will inflate with a deep breath, propelling herself across and off the screen's left edge making a constellation. She will reappear, moving backwards to the right side. In a cloud of smoke and stars, she transforms to use new attacks. Throughout this phase, Hilda Berg will transform into one of three constellations, which are as follows:
- Taurus - Hilda Berg transforms into a huge horned bull made of clouds and stars. She still moves up and down, but instead of spouting out onomatopoeia, Hilda will swiftly jab her horns across the screen every few seconds, when the player is parallel to Hilda Berg. She will always use her Taurus form the first time she transforms, but the following one(s) are random.
- Gemini - Hilda Berg turns into a set of cloud-wearing female twins that circle around a swirling crystal ball. They'll pause to raise their arms and make an indecipherable incantation, summoning a spinning fireball vortex on the player's side of the screen. The vortex will launch a line of bullets while rotating, forcing players to maneuver around the fireball to avoid damage. The vortex disappears after making a complete rotation.
- Sagittarius - Hilda Berg becomes a masculine centaur with a bow and arrow that will shoot a giant arrow across the screen. In addition, the launch will sprout a trio of stars that will home in on the player. These can be destroyed with the player's own bullets (but not the arrow). This form does not appear in Simple mode.
Taurus is always the first transformation. There is a 50/50 chance for her to transform into Sagittarius or Gemini since she only transforms twice.
Hitpoints = 468/468
In Simple mode, her transformation will always be Taurus then Gemini.
Hitpoints = 550/550
In Expert mode, her transformation will always be Gemini then Sagittarius.
Hitpoints = 450/480
After spending enough time as a constellation form, Hilda Berg will return to normal for a short time before transforming again. During this time:
- Hilda may create and launch a mini-tornado that will swirl towards the player's general direction before disappearing off-screen.
- Hilda will continue to use the laughter attack from her first phase, spitting "HA" projectiles at the player. The projectiles will be fired in a straight line.
- In addition to the purple toy zeppelins, new green-colored toy zeppelins appear, and in increasingly greater quantity. These toy zeppelins will fire 3/4/5 bullets at once in a crescent shape towards players.
First return hitpoints = 440/338/390
Second return hitpoints = 440/312/360
After taking enough hits, Hilda Berg shudders and shakes erratically, groaning and yelling in pain. The sky turns to night, and Hilda Berg swirls around, becoming a massive crescent moon with her face, before chuckling sinisterly.
On Simple difficulty, the fight ends with her shuddering and shaking, without entering the final phase.
"You lost too soon and I was only half moon!"
—Hilda Berg, Phase 3 death screen
In this phase, Hilda Berg fills more than half the screen, giving players much less room to move around in.
Intermittently Hilda's face will extend outward, grinning and laughing psychotically. When she does this, golden steampunk-style gears are shown from where her face popped out. In this form, she cannot directly attack but a line of UFOs will come out from the hole where her face would be and attack with vertical laser beams. The different colors of UFO attack differently; Red UFOs won't attack until the player is under them, and gold UFOs attack just in front of a player. Finally, replacing the toy zeppelins are shooting stars that fly from right to left at fluctuating speeds. Occasionally a pink one will appear. In Expert mode, the stars fly much faster and are harder to dodge.
Once defeated, Hilda will have a dazed expression while her crescents and nose appear crippled, broken, and empty.
Hitpoints = 884/1170
|Hilda Berg's introduction.|
|Hilda Berg attacking by laughing.|
|Hilda Berg attacking as Taurus.|
|Hilda Berg attacking as Gemini.|
|Hilda Berg attacking as Sagittarius.|
|Hilda Berg's painful transformation.|
|Hilda Berg extending her gears out.|
|(Unused) Hilda Berg trying to summon "Coleman".|
|Regular Mode||Expert Mode|
- Out of all the constellation transformations, only Gemini matches Hilda's female gender (despite the actual version of Gemini being of male twins).
- Strangely, Hilda calls herself a "half moon" in her final death screen even though she is a crescent, suggesting that she has the ability to switch to her normal form, but never got the chance, due to obvious reasons.
- Hilda Berg's old death phrase was "Looks like you're out of air!", as seen in footage from the 2016 demo.
- Another old death phrase was "Got to be nimble, got to be quick, when you mess around with this lunatic.", possibly foreshadowing Hilda's Transformation in the 3rd phase, given the origin of the term "Lunatic".
- Her unused phrase "Coleman" is a reference to her designer, Joseph Coleman.
- Hilda Berg's voice appears to echo during the 3rd phase.
- Hilda Berg is the first boss in Cuphead that is assisted by miniature helpers.
- The UFOs have health and used to be coded to be able to take damage and break, it will broken into gears and some of them can be parried, which means the scraps would have damaging hitbox as well.
- In the overworld, Snoring noises can be heard when in close proximity to the observatory landmark where the level can be started.
- Aside Pip and Dot, she is the only female boss that does not wear lipstick
Inspirations and similarities
- Hilda Berg's hairdo seems to take inspiration from Betty Boop. This may be a coincidence, though given the animation style and attention to detail in this game, it is most likely intentional.
- With her prominent nose and lanky physique, Hilda Berg looks similar to Olive Oyl from Popeye.
- Her name is a pun on the Hindenburg, an infamous German zeppelin that crashed in a New Jersey field in 1937.
- Hilda Berg's first death phrase might be a reference to the movie Animal House, as the rhyme "A Wimp and a Blimp" originated from said movie.
- The animation for her "Storm Caster" move is a reference to Andy Bogard's Geki Hishoken move from Real Bout Fatal Fury 2: The Newcomers. 
- Hilda's constellation and cloud transformations in the 2nd phase may be inspired by the boss battles in Three Wonders: Chariot or Contra: Hard Corps.
- Hilda's final phase has a striking resemblance to Hypnos from Three Wonders: Chariot.
- Her UFO helpers may be a nod to Orson Welles' 1938 radio broadcast of The War of the Worlds, which was famously mistaken by some listeners for news of a real alien invasion.
- Hilda Berg seems to take inspiration from witches, from her elderly-sounding voice to her long nose as well as how she seems to use "magic" to transform into zodiacs.
- Astrology and the zodiacs themselves are often associated with witches and magic.