Cuphead: How To Beat Hilda Berg

There are few games as difficult or as trying as Cuphead. Studio MDHR’s indie darling rose to prominence due to its beautiful visuals and brutal challenge. Only the bravest players can take this game on. With tough bosses and a fragile protagonist, there’s little room for error.

Cuphead’s adventures have him fighting enemies on land, in the sea, and the air. One sky-bound enemy, Hilda Berg, is Cuphead’s first aerial encounter. It’ll take some training and patience to overcome this challenge. Check out these tips to take on this airborne enemy with ease.


Before Cuphead can confront Hilda Berg, he’ll have to complete the tutorial for aeroplane combat. Head to the top of the map and talk to Canteen Hughes, the pilot beside Hilda Berg’s battleground entrance. Make sure you’re familiar with the controls before heading on to the boss.

We also recommend heading to the mausoleum shown here to free Ms. Chalice and unlock the game’s first (and best) super move for this fight. Super moves can be used when Cuphead has five EX cards and deal significant damage to bosses. If both these steps are completed, you’re ready to fight Hilda Berg.

Phase One: Blimp

Once Cuphead completes the tutorial, he can head into Threatenin’ Zeppelin, Hilda Berg’s arena. Hilda’s base form has a handful of moves that players should be on the lookout for, including:

  • L.O.L. (Laughing Out Lunatics)
  • Inhale Exhale

L.O.L. sees Hilda spewing visible laughs. These ‘HAs’ will injure Cuphead if they make contact; keep moving to avoid taking damage from this move. Make sure to keep shooting as often as possible to whittle her health pool down.

On top of these moves, Hilda will have Zeppeling minions at her disposal that will appear for the boss battle duration. There are Purple and Green Zeppelings, each with their own attacks. Purple Zeppelings fire a single shot at Cuphead, occasionally blasting a pink bullet that can be parried to fill the EX Gauge. Their Green counterparts will fire spread shots that break off into three bullets. These enemies can be killed before they shoot, so try to handle them before cluttering the airspace. Don’t be afraid to shrink to avoid taking damage in this encounter.

When Hilda Berg is ready to start the next phase, she’ll use Inhale Exhale to fill herself with air and charge off of the left side of the screen. Once she returns, she’ll have one of several forms that vary depending on which phase players are in.

Phase Two: Taurus

One of Hilda’s transformations turns her into Taurus. This bull will fight using Udder Chaos, a move that sees it charge horizontally across the screen. Avoid flying directly in front of this boss as it’ll attack if Cuphead when this happens. Keep shooting Taurus while dodging Udder Chaos and the Zeppelings until Hilda returns to her blimp form.

After each transformation, Hilda changes back before the next phase begins. When players get farther into the fight, she’ll start using Storm Caster, a move that lets her send a twister that chases Cuphead. Keep Cuphead moving, as the tornado can only alter its course slightly and will eventually fly offscreen. Keep pelting her with plane bullets until she shifts once more; be cautious of her Inhale Exhale, as it can harm Cuphead when he’s in the line of fire.

Phase Two or Three: Gemini

One of the other transformation options that Hilda Berg has at her disposal is Gemini. Unlike Taurus, these twins fight from a distance. They’ll spawn in Twin Fire, a move that creates a spinning circle of fire that spins in a clockwise or counter-clockwise rotation. When the ring spawns, wait until it fires to see which of these two rotations it will use—circle around the weapon to avoid damage while shooting at Gemini.

The twins themselves don’t deal any damage, so players can get as close as they like to make sure their shots land. Be wary if you’re close, as the twins do over and bound around sporadically.  Keep an eye out for the Zeppelings and keep the pressure on until the twins shift back to Hilda Berg.

Phase Three Or Four: Sagittarius

One of Hilda’s later phases sees her turn into Sagittarius. This archer sits back, firing off arrows and homing stars with his Archer Alarm. He’ll wind up his attack by pulling the string of his arrow.

While Cuphead should dodge the arrow itself, be ready for the three stars that accompany each shot. Each of the stars will follow Cuphead aggressively. The easiest way to deal with them is to dodge, shooting them if they get too close. The plane’s missiles can destroy them, so don’t be afraid to gun them down.

Make sure to switch up altitude levels so that Cuphead isn’t an easy target for Sagittarius’s arrows. Eventually, Hilda will return once more. After players defeat each of these constellations, Hilda will change into her final form.

Final Phase: Crescent-Moon

When Hilda Berg begins to flail her arms and scream, she’s ready to begin her final transformation. She’ll become the Crescent-Moon, a massive figure with an entirely new set of moves and minions. Be on the lookout for:

  • UFO Unfortunes
  • Star Shift
  • Extending Face

During this phase, Hilda will constantly summon stars via Star Shift and saucers a la UFO Unfortunes to aid her in battle. Evade the stars as they will damage Cuphead; try not to stay directly below the saucers. The Saucers will deploy a tractor beam whenever Cuphead is underneath them, and coming in contact with that beam will take some of Cuphead’s HP. Try to bait the Saucer beams before ducking out of their line of fire.

Keep some distance from Hilda herself, as she can use her Extending Face to punish players who get too close. Some of the stars are pink, which means that they can be parried and, in turn, will help build the EX Gauge for Supers and EX Attacks.

Make sure to use these abilities to chip away at the Crescent-Moon’s health. Remember that Cuphead can shrink when flying a plane, press the dash button if a situation seems claustrophobic. This is the longest phase in the boss fight so that it will feel substantially longer than its precursors, but hang in there, preserving health as often as you can while firing at Crescent-Moon. Eventually, Hilda will fall, and Cuphead will earn another soul contract.

Next: Play As A Taxi In Cuphead-Styled Shoot ‘Em Up Galaxi Taxi

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Tai Hofmann is a gaming guide writer for TheGamer and list writer for GameRant. You can find him on Twitter @MI2_PICKLES

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