Hilda Berg is a boss in Cuphead located northeast in Inkwell Isle One. She appears in Threatenin' Zeppelin as the first boss that is fought using an aeroplane/airplane.



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 has dark brown hair, oddly similar to Betty Boop.


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 phase-one death message. She can be a bit of a maniac, for she looks to be completely insane in her final form, with her glowing eyes and psychotic laugh.


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.

First Phase

"Fitting, isn't it? I'm a blimp -- you're a wimp."
Hilda Berg, Phase 1 death screen

Hilda blimp

Hilda in her blimp form.

In this phase, Hilda Berg flies up and down on the right side of the screen while small purple or green 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).

Second Phase: Transformations & In-Between

"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.

Transforming Section

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:

Hilda Bull

Hilda's Taurus form.

  • Taurus: Hilda Berg transforms into a huge horned bull made of clouds and stars. She still moves up and down, but instead 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 rotating completely once.

    Hilda's Gemini form.

  • 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 is not in the Simple Mode battle.

Taurus is always the first transformation (apart from in expert mode, her first transformation is always Gemini), but additionally, there is a 50/50 chance for her to transform into Sagittarius or Gemini (unless in Simple Mode) since she only transforms twice.

In-between Transformations

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 4 bullets at once in a crescent shape towards players. In Expert mode, however, they will fire 5 bullets.

After taking enough hits, Hilda Berg shudders and violently shakes, groaning and yelling in pain. The sky turns to night, and Hilda Berg swirls around, becoming a massive crescent moon with her face.

On Simple difficulty, the fight ends with her shuddering and shaking, without entering the final phase.

Final Phase

"You lost too soon and I was only half moon!"
Hilda Berg, Phase 3 death screen

Final Moon

Hilda as a half moon.

In this phase, she fills more than half the screen, giving players much less room to move around in.

Intermittently Hilda Berg'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 flies underneath, and gold UFOs attempt to 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.

Once defeated, Hilda will have a dazed expression while her crescents and nose appear crippled, broken, and empty.


Normal Mode Expert Mode
Perfect Run)02:32

Perfect Run)

Grade S-Boss-Hilda Berg02:52

Grade S-Boss-Hilda Berg



  • 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.
    • Hilda Berg also looks very similar to Olive Oyl from Popeye.
    • Hilda Berg's gloves, golden bracelets and reddish clothing are very similar to Amy Rose from the Sonic the Hedgehog series.
  • Her name is a pun on the infamous Hindenburg, a German zeppelin that crashed in a New Jersey field in 1937.
  • Hilda's constellation transformations in the 2nd phase may be inspired by the boss battles in Three Wonders: Chariot and Contra: Hard Corps.
  • Out of all the constellation transformations, only Gemini matches Hilda's female gender.
  • 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's final phase has a striking resemblance to Hypnos from Three Wonders: Chariot.
  • Strangely, Hilda calls herself a "half moon" in her final death screen even though she is a crescent.
  • Hilda Berg's old death phrase was "Looks like you're out of air!".
  • 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.
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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