Baroness Von Bon Bon is one of the first bosses in Cuphead’s second world. Once you’ve crossed the bridge and entered the fair, turn left and walk forward until you reach a massive cupcake. Interact with the cupcake to start “Sugarland Shimmy.”

Phase 1: Sugary minions

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Baroness Von Bon Bon isn’t about perfect mechanical execution the way some fights are. Instead, she is all about memorizing what here five different minions can do. When the fight starts, the baroness will hide away in her castle and send sugary treats to try and beat you up. As you defeat each of them, she’ll start adding new attacks.

First she’ll send dancing jelly beans out from the gates that you have to jump over.

Second, she’ll fire a rifle at you, creating a aerial projectile that you must dodge.

But those attacks are second banana to the real mini-bosses here, which will appear in a random order each time:

• Gumball Machine: Gumball Machine is probably the easiest of the bosses (assuming you have the Smoke Bomb charm), as he mostly just runs around and spills gum out of his head. Stand on the platform and jump over him as he runs by.
• Jawbreaker: Jawbreaker is essentially just a large homing missile. He’ll slowly follow you around the screen, trying to eat you. Just jump past him and turn to fire whenever you get the chance. Avoid touching him or his weird little tail friend, and you’ll be just fine.
• Waffle: Waffle will fly around the room flapping its buttery wings. Occasionally it’ll stop and shoot it’s eight squares horizontally, vertically and diagonally. Try to stay on one side of the encounter or the other to avoid this. If you can’t manage that, position yourself in the opening between squares.
• Cupcake: Cupcake is tough if you’re used to getting close to your enemies. He’ll jump across the screen and slam into the ground, causing frosting shock waves to emanate from his impact location. Stay as far away as possible and shoot him.
• Candy Corn: Candy Corn will spin around the map, moving in a figure eight pattern and leaving behind evil candy corn minions that float up into the sky. Avoid touching Candy Corn at all (which is good life advice in general) and you’ll be fine.

Phase 2: Castle Chariot

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After defeating three of the baroness’ mini-bosses, she’ll take up the reins of her castle. It’ll now begin chasing you. Stand on the candy platform and shoot at Baroness Von Bon Bon.

While this phase is pretty easy, she does have a couple of attacks:

• Mint roll: The castle will spit out a giant mint and roll it toward you. Jump over it or stand on the platform to avoid taking damage.
• Head throw: Baroness Von Bon Bon will throw her head at you, which is really obnoxious. It’ll follow you around and stop, meaning that you can’t really stay in the same place for that long. Just keep moving and you’ll be fine.

To deal damage in this phase, you have to hit the baroness, not just the castle. So whale on her with you shots and her head will roll for the last time.