30 Years Ago...

"This is Heiferson with a special report. Last night, tragedy struck our peaceful Inkwell City. A fire broke out at Joey Drew Studios. The building burned to the ground taking the lives of several employees, including the manager of the studio Joey Drew himself along with the head animator and daughter Audrey Drew. The two minds behind the cartoon series. Bendy, the Dancing Demon."

"This just in, several witnesses have come forward and have pointed out the culprits responsible for causing the fire at Joey Drew Studios. Three teenage runaways from a local orphanage. The Butcher Boys. Charley, Barley, and Edgar..."

"Heiferson with a special report. It has been three days since the fire at Joey Drew Studios and we have just received word that the ones responsible for the fire had just been caught and arrested by local authorities. Evidence of arson had been found in their hideout along with goods reported stolen for months. Though they are teenagers, they will be tried as adults due to the severity of their crime..."

"Heiferson with updates of the studio fire trial. The Butcher Boys have been declared guilty by the judge. The three criminals will be held in the maximum-security prison the Slammer Prison for several life sentences. This reporter is certainly happy to know that justice has prevailed, and the city will breathe a sigh of relief knowing these criminals will never cause trouble in our city ever again."


Three days ago...

At one thirty in the morning, outside the Slammer, the laundry boat leaves the island after picking up dirty prison laundry. As the boat makes it to open waters, sirens and searchlights are turned on at the prison.

"There's been a breakout!" One guard shouted.

On the boat, two men and a large spider were beating up the laundry workers. Once they had them pinned, the gang tied them up and steered the boat. Once they reached the shore, the men took the truck and drove away towards the woods.

Charley, the tallest of the gang, is a nearly bald primate-like humanoid. He has green eyes, large ears, an oval-shaped head, a black animalistic nose, black sideburns, and a beard.

Barley is a human with a white beard and wearing an eye patch for his right eye.

And Edgar, a spider-like creature with large lips, puffed cheeks, and a pair of small, pointed fangs and six legs.

After driving for hours, they managed to find a hiding spot in the forest and park the truck.

"Now?" Edgar asked.

"Now," Said Charley and Barley.

They get out of the truck and Edgar jumps around on the grass.

"Grass! I missed you," Edgar said rolling around.

"Arg, beats the stone and d'rt floors, that's f'r sure," Barley said. "I do pr'fer the ocean though and not t'e woods."

"Well, I better here than back in the Slammer," Charley said. "Besides, this is only temporary before we find a proper hideout. Till then we'll make the most of this. And find some better clothes." He tugs on his prison clothes.

"Oh, thanks for reminding me," Edgar said taking off his striped hat and throwing it in the air.

They stay in the forest only going out in groups of two wearing the spare uniforms they found in the truck. Stealing food, tools, and new clothes.

Charley now wears a black tailcoat and dark-yellow vest, black pants, a black tie, white gloves, and black shoes.

Barley wears a brown belt with a square buckle, a dark blue sailor shirt with yellow strips on the sleeves, a pair of white gloves, black pants, and shoes, and holding a corn-cob pipe with his mouth.

"Okay, we got the threads, now let's get some dough," Charley said.

"Dough? But we already had breakfast." Edgar said.

Charley smacked the spider upside the head.

"He meant money, ya bilge rat," Barley said. "We got some loot in the truck though,"

"Twenty bucks. That's not enough." Charley said. "We need more. I know a place where we can sell some goods for cash."

"We got nothin' but d'rty laundry and a stolen truck," Barley said.

"Hmmm, in that case," Charley said. "We'll just need to rob a place that might have some goods."

"But where, Boss?" Edgar said.

Charley starts pacing, "It'll have to be somewhere far from town but close enough in the woods should in case we need to run. Someplace remote... someplace unassuming. Someplace like-"


"The kettle cottage," Elder Kettle said. "That's right boys, today you get to dust and sweep out the whole cottage. From top to bottom."

"Sure thing, dearest Kettle," Cuphead and Mugman said.

"Alright, I'm going antique shopping. I'll be home in time for dinner." Elder Kettle said. "Oh, and boys, be especially careful with my war medals upstairs. I earned every single one of them and I would be utterly devastated and furious if anything should happen to them."

"Don't you worry Elder Kettle. We'll take care of everything." Cuphead said. "Go enjoy yourself out on the town."

"And when you get back the cottage will be perfect," Mugman added.

"Good. See ya later boys." Kettle said before driving away in the truck.

Suddenly the telephone rang.

"I got it!" Cuphead yelled.

"No, I got it!" Mugman yelled.

They briefly fight before Cuphead grabs the phone and gives Mugman a smug look.

"Hello, kettle residence. This is Cuphead."

Chuckles. "Well hello Cuphead, this is Bendy Scratch speaking."

"Bendy?" Cuphead asked.

"It's Bendy? Let me hear!" Mugman said.

They both try to listen to the receiver.

"Yeah, fellas it's me," Bendy replied.

"Bendy, we were so worried. Are you alright?" Mugman asked.

"Yeah, I'm fine. Like I told ya', I can take care of myself."

"Sure, but when your eyes glowed like that we thought-"

"Glowed? Oh, that was just a trick of the light or something. I don't know."

"Where are you now?" Cuphead asked.

"I'm in the city, just outside the theaters. I wanted to call and see if you guys wanted to join me to watch the latest picture show. I hear there's a lot of explosions in this one."

"Oooh! We'll be there." Cuphead said.

"But what about the dusting?" Mugman said.

"We can make it back to the cottage before Kettle comes home. We do a quick sweep around the place, and he'll never know."

Outside the window unnoticed by the cups, Charley was crouching and eavesdropping the cups were saying. He smirks before tiptoeing away.

"I don't know about this Cuphead..." Mugman said.

Cuphead talks directly on the phone. "Bendy, we'll meet you there." He hangs up the phone.

"Wait Cuphead!" Mugman said chasing after Cuphead.

They ran out the door and jumped the fence. But before they get far, Cuphead and Mugman bump into Edgar, and the boys fall on their backs. When the boys see the spider's face and fangs, they scream.

"Whoa, are you two, okay?" Charley said feigning concern. Each of the gang members is wearing fake mustaches. "Let me help you up,"

"Thanks, mister," Cuphead said.

"Yeah, thanks," Mugman said.

"Don't worry about my friend here," Charley said. "He may be a spider but he's harmless."

"Yeah, sorry if I scared you," Edgar said.

"No problem but why are you parked in front of our cottage fence?" Mugman asked.

"Sorry about that, but our truck ran out of carburetor fluid on our way to town," Charley said. "Ain't that right Bradley?"

"Arg, she'd be running low, she be," Barley said.

"If you guys need help, we have some extra carburetor fluid in the cottage," Mugman offered.

"Really? We wouldn't you to go to any trouble." Charley said.

"No, really. Be right back." Mugman said.

A few minutes later, they poured the fluid into the truck.

"Thanks a lot, kid," Charley said. "Allow me to introduce us. I'm Chad, this is Eddy, and you know Brad's name."

"Hi," Edgar said.

"Arg," Barley greeted.

"Nice to meet you, but we gotta go," Cuphead said. "We're meeting our friend at the picture show."

"No, we should stay and clean the cottage," Mugman said.

"But our friend is expecting us at the movies."

"And Kettle is expecting us to sweep and dust the cottage,"

"Movies!"

"Cottage!"

"Movies!"

"Cottage!"

"HEY!" Charley yelled.

The brothers stop yelling and look at Charley.

The man clears his throat. "You two are in luck. My associates and I happen to be professional house cleaners." Charley said.

"We are?" Edgar wondered. Barley steps on one of the spider's many feet and Edgar yelps. "I mean. Yeah, cleaners,"

"We can clean y'er cottage for yee," Barley said.

"You could?" Mugman asked.

"You would?" Cuphead asked.

"Sure," Charley said ushering the boys to the road leading to the city. "Just let us grown-ups take care of the cleaning while you kids have a fun night out on the town."

"Gee thanks," Mugman said.

Charley smirks as the cups walk away.

"One thing!" Cuphead said.

The gang puts on friendly smiles.

"Be sure to leave before sunset, if you can," Cuphead said. "Can't have Elder Kettle see ya, okay?"

"No problem," Charley said.

The brothers walk away and the gang snicker.

"Okay boys let's get to work," Charley said to Barley and Edgar.

The brothers run and reach the theater. Bendy was waiting for them.

"There you are," Bendy said. "I almost went in without ya,"

"Sorry, just had to take care of something," Cuphead said.

All three go into the theater, Cuphead sits between Bendy and Mugman. For some reason, Cuphead feels excited but not for the movie. Maybe it's because he's sitting next to Bendy, and their hands are almost close enough to touch. He glances over to see Bendy as the lights turn off the light of the screen makes the smiling kitten almost glow, Cuphead feels his heart racing.

"Cuphead?" Mugman whispered.

Cuphead whips his head around. "What?" he asked.

"Are you okay?" the mug asked. "You look kinda flushed."

"I'm fine," Cuphead said tugging on his collar. "I'm just a bit winded from the run that's all."

"Ugh, they're starting with a newsreel," Bendy said.

"Good afternoon, Inkwell citizens, this is the latest news report. Three dangerous convicts known as 'The Butcher Gang' escaped the Slammer less than a week ago."

Bendy sits up, looking intently at the screen.

"These criminals were responsible for the great Studio Fire thirty years ago this year. If you see these three individuals, steer clear and contact the authorities immediately."

Mugshots of Charley, Barley, and Edgar appear on the screen.

"Boy, they look really bad," Mugman said shaking. "I'd hate to run into those guys."

"Relax Mugsy, what are the chances of us ever meeting those maroons?" Cuphead said.

A bunch of people booed and hissed when they saw the gang. One person threw their soda over Charley's face, and it left a mark on his upper lip.

Cuphead tilts his head. "Kinda looks like he's gotta mustache," he said.

Mugman chuckles. "Yeah, he kinda looks like..."

The boys gasp as a realization hits them.

Bendy laughs at the screen. "Did you guys see that?" he turns his head, but the brothers are gone. "Guys?" he looks back and sees Cuphead and Mugman running out of the theater. "Guys!"

"Shhh!" one person said.

"You shhh!" Bendy snapped.

Cuphead and Mugman run out of the theater and head home as quickly as they can.

"Please don't be them! Please don't be them! Please don't be them!" They chanted.

"Fellas! Wait up!" Bendy said running after them but falling behind.

The boys skid to a stop once they reached the cottage and the truck was gone but the front door was wide open. They gasped and ran into the cottage. To their horror, the cottage was ransacked. The furniture was toppled over, and random things were scattered everywhere.

"They tore up the cottage," Mugman said in shock.

"Maybe we can fix it before Elder Kettle gets back." Cuphead wondered.

Bendy finally catches up to the brothers. "What the heck you two?" he asked. "Why-? Oh! Wow!" he looked around the living room of the cottage. "What happened in here? Did you two fight again?"

"We were robbed... again," Mugman said.

"Really? You've been robbed before?" Bendy asked.

"Yeah, but not this bad, no thanks to Cuphead."

"Hey, he looked like a legit handyman," Cuphead said.

"Not him. The three dangerous criminals you let clean out our house!"

"Hey! You can't just blame this time! We both walked away and left the Butcher Gang alone with the cottage!"

"Ugh! True,"

"Wait! You mean the butcher gang were here!?" Bendy asked.

"Yes! They tricked us-" Cuphead said.

"Especially that Chad- or Charley, or whoever-" Mugman added.

"Saying they were cleaners-"

"And the cottage needed dusting-"

"And now Kettle's gonna see this-"

"And is probably gonna ground us forever!"

"Okay, okay," Bendy said. "Let's just try to calm down. We'll clean up and just hope that nothing too valuable was stolen. Do you guys have anything worth stealing here?"

The boys look at each other before running into the kitchen. They check the utensils drawer. All the silverware was gone. They looked around the living room and couldn't find Elder Kettle's radio. Then the cup and mug run upstairs and gasp loudly. All of Elder Kettle's war medals are gone. The boys fainted.

Bendy walks up behind them.

"We're dead," Cuphead said. "They took all the valuables. Including the medals,"

"If he sees those had gone to, Kettle will be utterly devastated," Mugman said.

"And furious," Cuphead added. "We've got to get them all back!"

"We should call the police," Mugman said.

The three boys run downstairs and reach the telephone but when they pick up the phone, they see the line has been cut.

"Maybe we should run to the station," Mugman suggested.

"That'll take too long, we gotta get the stuff back now before Kettle comes home," Cuphead said.

"But how are we supposed to find them?"

"Hey guys," Bendy said from the door. "I think I found something."

The boys run outside the fence. "Look," Bendy said pointing to a black spot on the ground.

Cuphead pokes it and it stains his glove. "It's the carburetor fluid." He looks ahead. "And there's more."

A trail of it leads into the forest.

"Let's go!" Cuphead said but was stopped by Mugman. "Hey!"

"Cuphead, they're dangerous criminals. We can't go after them ourselves,"

"Sure, we can. What would be worse, facing dangerous criminals or a furious Elder Kettle?"

Mugman cringes. "But we're just two kids,"

"Not true. We also got a bear-wrestling, sharp-clawed, not-easily-scared cat friend with us," Cuphead pulls Bendy closer by the arm.

"Uh, I don't think I can go with you guys this time," Bendy said backing away.

"But-"

"I can't be near those guys..." Bendy said.

"But-"

"I mean we shouldn't be near them. They're criminals... and we're kids... and- um..."

Bendy tries to think of an excuse but it was hard to focus with Cuphead and Mugman giving him pleading looks. He groans. "Fine, I'll come along," Bendy said.

"Yay!" both Cuphead and Mugman cheered.

"But! If we're going to do this, you gotta do exactly what I say," Bendy said. "And no questions."

"Deal!" Cuphead said.

"Actually-!" Mugman tried to say before being shut down.

"And we are off, let's go!" Bendy said.

The three boys follow the trail.


After following the trail, the boys find the Butcher Gang in a makeshift campsite with the truck and a campfire. There's a sheet with the stolen goods on it lying on the ground and the gang members were chuckling, trying on the medals.

"How do I look?" Edgar asked, strutting.

"Not bad... For once," Charley said.

"Oh, this one be f'r sailors." Barley said pinning another medal on his shirt.

Mugman gasps. "They're messing with Elder Kettle's medals." He said.

"We gotta get them back," Cuphead said.

"If we could get them to lose the medals somehow, we could take it all and run," Bendy said.

Just then a gust of wind hits the trees and a howling sound fills the air.

Charley and Barley shivered and rubbed their arms.

"Dang winds," Charley muttered.

Edgar starts shaking.

"If you're that cold Edgar just grab a sheet from the truck," Charley said.

"Th-that's not why I'm sh-shaking, Charley," Edgar said. "This forest gives me the c-c-c-creeps."

"Ai', I know how you feel. I hate t'e woods too," Barley said.

"Would you two lighten up," Charley said. "You sound like a bunch of sissies. So, it's dark and cold. So what?"

"It's not just that," Edgar said. "I hear people get lost in the forest and their ghosts haunt these parts, especially on full moon nights."

Bendy smiles widely. "Wait here," he whispered before vanishing into the shadows.

"Ah, baloney!" Charley yelled. "There's no such things as ghosts. Besides we've been here for days and nothin's happen to us,"

A whip sound rang out.

"What was that?" Charley asked looking around.

Bendy just took some sheets from the truck, cut out some holes, and handed two of them to Cuphead and Mugman.

"Put these on and play along," Bendy whispered.

Cuphead and Mugman winked. "Got it," they whispered.

"Maybe it was just a branch snapping or something," Charley said.

"Who dare intrude in our forest..." came a haunting voice echoing around the men.

"W-what was that?" Edgar wondered.

The gang members huddle up.

"You are standing on our resting grounds..."

Charley, Barley, and Edgar start shivering. They notice flashes of white shifting around the trees. Too fast to make out.

"Who-whose out there!?" Charley yelled.

"SILENCE!"

"You have offended us..."

"Now you must pay the price!"

Edgar screamed. "Please! We meant didn't mean to intrude!"

"It was his idea to camp out here!" Barley said pointing at Charley.

"Will you two shut it!" Charley said punching Barley and Edgar. "Listen uh-, ghosts'... people. Maybe we can make a deal... or something?"

"Hmmm. Perhaps we can..."

"We can?" the butcher gang asked all at once.

"If you leave the stuff you stole here and leave this forest... We will consider letting you live..."

"Leave the stuff?" Charley asked.

"Well, if that's all they want," Edgar said as he and Barley take off the medals they were wearing.

Charley raises his right hand. "Wait, why would you want the-"

"Do not question us!"

The men and spider yelp.

"If you don't leave the goods and then leave the forest... then you... will... DIE!"

Three 'ghosts' jump out of the bushes and the men scream. They throw the medals down and run for the truck. As they scramble, the ghosts slowly approach... but Cuphead and Mugman's sheets get too close to the fire. One spark and the sheets start burning. The brothers yelp and then drop and roll. Charley looks back and pauses. The brothers throw their sheets away and stomp on them to stop the fire. Charley sees the cups and glares at them.

"Barley. Edgar," Charley said.

The two other gang members stop their scrambling and see what Charley sees.

"It's just those dumb cup kids!" Charley said.

"Uh, no we're not... we're spooky ghosts," Cuphead said in an eerie tone waving his arms around.

Mugman looks down and then at his brother. "Uh, Cuphead. I don't think they buy it,"

Charley grabs them both by their shirts and lifts them. "You little punks think you can mess with us!"

Bendy jumps and wraps a sheet over Charley's head. Barley and Edgar jump in and try to pry Bendy off. They break into a fight, when the dust cloud clears Edgar has Cuphead, Mugman, and Bendy in web cocoons, with only their head exposed, and tie them to a tree. After everyone catches their breath, Charley walks up to the kids.

"Like I said, you little punks think you can mess with us. You're dead wrong!" He sees the third one is still wearing a sheet over his head. "And that is ours!" he rips the sheet off, revealing Bendy's face.

In the fight, Bendy's cat nose got rubbed away, but the little devil didn't notice. He just stares up, glaring at the man. Charley glares back but his expression slowly melts away as he examines the kitten's face.

"You..." Charley said slowly, a look of disbelief on his face.

Realizing what was happening, Bendy panicked internally. "Uh, no!" Bendy shouted.

"You!" Charley said, anger rising.

"What's wrong boss?" Barley said.

Charley turns to look at Barley and Edgar and points to the kitten. "This is Bendy," he said.

"Arg! We agreed to n'ver speak that name again!" Barley yelled.

"But this is him, I know it is!" The man said. Bendy bites Charley's finger, the man yelps and pulls it back. "Just look at him!" he pulls Bendy's fur up by the scalp, showing his face.

Barley and Edgar walk closer, and a look of shock overtakes their faces.

"No, it couldn't be," Edgar said shaking his head.

"It can't be! How is he still so... small?" Barley wondered.

"Bendy, what's going on?" Cuphead asked.

"Do you know these guys?" Mugman asked.

"Know us!?" Charley scoffed. "He's the reason we've been in prison for the last thirty years,"

"What?" Bendy yelled. "You put yourselves in prison when you burned down the studio!"

"No, it was you! You set us up! Admit it!"

"Liars!" Bendy shouted. "Liars!"

"Hold it!" Mugman shouted. "Bendy couldn't have been responsible for that."

"Yeah! He's not a weird old guy like you guys," Cuphead added. "He's just a kitten."

"Just a kitten?" Charley said. "Is that what you think he is? Just a kitten? I don't know what he is, but I know he ain't a normal kitten," he looks at Bendy and lets him go.

"He is. Ain't ya?" Cuphead asked.

Bendy's eyes shifted.

"So, what do we do now?" Edgar asked.

"We can't let any of 'em go," Barley said.

"Yeah, we got a score to settle with you," Charley threatened.

Bendy hissed back making everyone flinch.

"Ei, but what about the ot'er two?" Barley asked.

"Oh, I got an idea about these two." Charley runs back to the truck and comes back with a gent pipe and a wrench. "These outta do it."

The boys gasp.

Charley throws the wrench toward Barley, who catches it. "You take blue. I'll take the red." He said walking closer.

"Wait fellas!" Edgar said. Hesitation was evident in his voice. "I know we can't have witnesses but... are we actually gonna whack some kids? We've never-"

"Well, times have changed Edgar," Charley said. "It's time we lived up to our name as the Butcher Gang,"

"No. Leave them alone!" Bendy shouted. "They had nothing to do with it!"

The men ignore him, Edgar looks away shaking, and lift the weapons over the cup and mug's heads. Suddenly, there comes a ripping sound, and two giant, black, ink-dripping hands stop the pipe and wrench from touching the brothers. Everyone looks and sees that they are coming from Bendy.

"I said... LEAVE THEM ALONE!" Bendy roared. The little kitten's fur starts to liquefy, he grows slightly bigger, and his eyes were glowing reddish orange. He picks the two men up effortlessly and tosses them over the truck.

"Guys!" Edgar cried out. He shoots another web over Bendy, but the little devil dodges it and then he punches Edgar in the face with his monstrous hand. The spider flies to the truck.

Charley and Barley charge toward Bendy and swing their weapons but Bendy grabs the pipes and spins the men around.

If they weren't stuck in spider webbing and frozen with shock, Cuphead and Mugman would have run away a long time ago. Bendy kept telling them he could take care of himself, but they really didn't know he could do this. They watch as their friend beats the gang up and throws them against the truck.

"These two are mine!" Bendy shouted, pointing to the cups. "Understand!?"

The gang nodded their heads frantically.

"And I NEVER EVER want you anywhere near them or their cottage ever again! Ever! Now hand over their stuff! And GET LOST!"

The gang empty out their pockets and drop the medals at Bendy's feet before getting into the truck and driving away in fear.

Bendy roars as he shrinks back down to his normal size, his eyes stop glowing, his fur solidifies, and his hands are back smaller and back in gloves. He looks exhausted and his breaths are shallow. He slowly walks to the brothers and cuts their cocoons open.

"What the heck was that?!" Cuphead asked.

"How did you do all that?" Mugman asked.

Bendy's body sways and he clears his throat. But before he could speak, he felt a chill ride up his spine and the hairs on the back of his head stand up. "You two better get down," he said.

"What?" Cuphead asked.

Bendy grabs Cuphead and Mugman and pushes them into a bush. "No matter what you see, do not come out until we're both gone," he said in a low tone.

Before the brothers could speak, the ground shakes and the underworld elevator rises out of the ground. The Devil steps out with Henchman.

"He's around here, I'm sure of it." The Devil said.

Cuphead and Mugman were shocked to see the Devil again, they looked at Bendy who put a finger to his lips. He then turns around and walks up to the underworld king.

"Hey," Bendy said.

"Bendall!" The Devil said. He picks up the little devil. "I heard your roaring and..." He sees the exhausted look on Bendy's face, "Did you transform?"

"Yeah, but it's okay, I'm fine," Bendy said rubbing his eye.

"You look worn out. You can't exert yourself like that son," The Devil said.

Cuphead and Mugman took sharp breaths through their noses. The Devil perks up at the sound and looks in their direction. Bendy heard it too and almost panicked.

"D-dad, on second thought, I really don't feel good," Bendy said. "Can we go home now? Please?"

"But I thought I heard-"

"Please?" Bendy pleaded.

"Okay, okay, we'll go but I expect an explanation little devil," The Devil conceded. He carries Bendy into the elevator.

"Yes Dad," Bendy said.

When the elevator disappears, the brothers come out of the bush.

"Did he say Dad?" Mugman asked.

"Little devil..." Cuphead said.


Charley, Barley, and Edgar had been driving for miles before finally stopping the truck somewhere in the city. They are all panting.

"That-... was definitely the same Bendy... from way back then," Charley said.

"Could he do all that before?" Edgar asked. "I can't remember,"

"Not s're, he's bar'ly aged since then," Barley said. "He must be a monster of s'rts."

"No, not a monster," Charley said. "Don't you remember the cartoons? They called him the dancing demon."

"But that was just in the cartoons, right?" Edgar asked.

"If he be a real demon, then we best to st'r cle'r of 'em." Barley suggested.

"Are you kidding me!?" Charley shouted. He tightens his grip on the steering wheel. "I don't care if he's a demon or a cat or even The Devil. That little creep ruined our lives. One way or another, we're gonna make him pay."