The Phantom Express is a train for the dead. The Blind Specter is a light blue ghost with one large empty eye socket on his head, and his eyes coming out of his palms.
T-Bone is a very large skeleton, with his most notable feature being the conductor hat he wears. He also appears to be missing a tooth.
The Blaze Brothers look similar to the pistons of a train. They have large round heads being held on very thin tubes. They also have knives as teeth set.
The Head of the Train is a steam locomotive with a blue face and greyish-purple body, with his heart inside of his boiler. He is always seen with his teeth showing. After uncoupling from the rest of the train, he looks similar to a horse, with his body raised above his wheels by four legs and a tail that ends in a light-bulb.
Everyone on the train seems to take enjoyment in poking fun at the brothers dying. The Blind Specter says that Cuphead and Mugman shall count the worms that go through their corpses, T-Bone says the train's next destination is their funeral, the Blaze Brothers state that the train is exclusive to dead people, but now that the brothers are dead, they can ride the train, and the Head of the Train states that he has enjoyed the battle and "bringing the fright".
"I can see...into the future. You...will be...counting worms."
—Blind Specter, Death Screen
The first phase takes place at the back of the train with Blind Specter, a ghost with eyes on his hands. He attacks by bouncing eyeballs towards the players. These eyeballs can be destroyed by shooting at them. Hitpoints = 3.5/3.5/3.5
Meanwhile, Pumpkimps, (jack-o'-lanterns with wings,) come from either side, and drop a pink ingot onto the vaults of the cart to move it closer to the Blind Specter, so he can damage the player(s). The Pumpkimps can be killed by shooting at them, and the ingot can only be destroyed by parrying. The Pumpkimps will appear in this phase and T-Bone's phase. Hitpoints = 4/4/4
After enough damage, Blind Specter screams in defeat and retreats back inside the caboose and the player(s) move forward to the next part of the train. Hitpoints = 400/425/425
"All aboard!! Next stop -- your funeral."
—T-Bone, Death Screen
T-Bone primarily attacks by slamming his hands onto two spots that players can be on, before popping in and out another car and repeating his attack; players need to move the platform to the area beneath his head to avoid damage from the arms, or they can stand on either edge of the platform as the slam lands on the middle of the platform. Which cars he will appear next is usually middle, right, left, and repeat.
After T-Bone takes enough damage, he will cry in pain and lower himself back inside the train, the player(s) moves on to the next part of the train. Hitpoints = 320/325/325
"Sorry! This train is only for the dead...but we can help you with that."
—Blaze Brothers, Death Screen
Instead of Pumpkimps, Spooks come out of the smokestacks of the middle car and home onto players. When they are killed, a pink skull will drop that has a chance to move the cart, which can be parried. Hitpoints = 5/5/5
After enough damage to the both of them, they will melt, and the player(s) can move on to the front of the train. In Simple mode, the battle will simply end when the brothers melted without travel forward again. Hitpoints = 180/200/200 each
"What a glorious night for me to bring the fright!"
—Head of the Train, Death Screen
To damage him, players must parry the pink light-bulb tail to open the boiler door. Once that is done, his heart will be exposed, and players must shoot at the heart to damage him, fireballs raining down onto players, which come from the furnace. After a while, the door will be closed again.
Once the heart has taken enough damage, the train goes crying in defeat with his heart now extinguished and broken in half, his light-bulb on his tail is broken, losing a tooth on the upper row and wearing a bandage. Hitpoints = 200/200
In Expert mode, the Pumpkimps will return, dropping ingots on the cart.
|The Blind Specter appearing in a spooky manner.|
|The Blind Specter attacking.|
|The Blind Specter defeated.|
|The Blaze Brothers pop out.|
|One of the Blaze Brothers attacking.|
|The Blaze Brothers defeated.|
|The Head of the Train steaming with rage as Cuphead and Mugman pass by.|
|The Head of the Train beginning to give chase.|
|The Head of the Train defeated.|
|Normal Mode||Expert Mode|
- The Phantom Express itself may be a reference to the Swing You Sinners! ghosts.
- It may also be a reference to the Phantom Train from Final Fantasy VI.
- The faces of the Blaze Brothers look like a character in the 1930 cartoon Swing You Sinners!.
- The background for this fight is inspired by the 1929 cartoon The Skeleton Dance.
- The Pumpkimps may be a reference to a pumpkin with wings from the 1933 Betty Boop cartoon Betty Boop's Hallowe'en Party.
- If one looks closely at the Head of the Train, shortly before he dislodges himself from the carriages, the number "4561" can be seen on the carriage behind him which may be a reference to the LEGO System train set.
- The Head of the Train nearly resembles the Demon Train from Legend of Zelda: Spirit Tracks.
- Using P-Sugar will conveniently move your cart once you jump on it so it is very useful in the level especially for parryable skulls and ingots that get close to the platform's dials.
- Inside the Head of the Train is his heart-shaped engine; at first, it can be assumed that it is made of some sort of metal, as it glows red, like metal does when it's hot. However, when he is defeated, it appears the engine is clear and can crack, like glass. It is possible the heart is made of glass and just has a light inside.
- It's possible the heart is a lightbulb as on closer inspection, it has a wavy line inside which could possible be the tungsten of it.
- When going through the different phases, perpetually-smiling passengers can be seen on the train.
- While fighting T-Bone, the Pumpkimps that drop the pink ingots on the cart will be in front of T-Bone, but the objects themselves will be behind T-Bone.
- The Phantom Express is the sixth boss to have individual characters throughout the battle, with the others being the The Root Pack, Baroness Von Bon Bon, Wally Warbles, Rumor Honeybottoms, and Captain Brineybeard.
- Out of all the individuals of the Phantom Express, only Blind Specter is seen in the good ending.
- Due to the Phantom Express being the final boss before Inkwell Hell, as well as it being on train tracks, Cuphead and Mugman literally ended up on the 'wrong side of the tracks.'
- At the beginning of the song in this battle, the song is made to sound like a train, while creating a good sounding melody, making Railroad Wrath a popular song among fans. (Snare drums sound like the train going over tracks, and several horns together make the sound of a train whistle)