Hilda Berg is a very difficult boss in Cuphead, mostly because you’re confined to an airplane for the battle. Go left of the Goopy tree and up the hill. Here you will need to go through the airplane tutorial before the bridge materializes. When you are ready, enter the “A Threatenin’ Zeppelin” fight.

Phase 1: Zeppelin part 1

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Hilda is a giant blimp who rides a unicycle. She’ll float on the right side of the screen and send little blimp minions to shoot at you. Avoid their bullets or parry them if they are pink. Hilda will also laugh at you, literally sending giant “Ha” attacks your way. They emanate from her face, as would be expected, so just dodge out of the way.

Once you’ve damaged Hilda enough, she will inflate and blow forward. Stay out of her way as she exits the left side of the screen. Make sure to stay on the top or bottom of the screen to avoid being hit when she reenters.

Phase 2: Taurus

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When Hilda returns, she will be a giant, cloudy bull. Her blimp minions will float in from the right side still, and Hilda will gain new attacks. She’ll begin floating up and down, occasionally stopping to head-butt forward. Watch for her to stop and use your tiny plane (the dash button) to move away quickly. After you hit the bull enough, Hilda will poof back to her normal self.

Phase 3: Zeppelin part 2

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Phase 3 is like the first phase, except that Hilda will gain a new tornado attack, where she conjures a windy cyclone and sends it your way. Turn into tiny plane and quickly dodge out of the way.

Phase 4: Transform

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Hilda can turn into a couple of different things in this phase, depending on what the constellation shows.

• Gemini: These two twins will spin in a circle and drop balls that radiate bullets counterclockwise. Always keep ahead of the bullets, and they will never touch you.
• Cupid: This little cherub will shoot arrows at you. When the arrow fires, three tiny stars will begin traveling toward your plane. Circle your plane counterclockwise constantly, and the stars should just orbit around you instead of actually hitting you.

Phase 5: Moon

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After Hilda’s second transformation goes poorly and you shoot her enough, she’ll begin wobbling her arms and crossing her eyes. After a moment, she will transform into a giant moon. Dodge the stars as they float by (or parry the pink ones) and beware of the UFOs floating above you.

The green UFOs will shoot their beam down at a rhythm, making them easy to dodge. The red ones, however, will shoot when you are under them. Use the small plane to go under the red ones quickly.

As long as you keep shooting Hilda and don’t get hit by too many of her attacks, this difficult fight will come to a close.