The cup woke up with a jolt. His vision was blurry, and his head hurt. He rubbed his head and slowly got back to his feet. In his other hand was a goldish-yellow bow tie that he clung tightly to. He looked around and slowly realized that he was in a wrecked, teal-colored bumper car that had crashed into a tree. He couldn't see it but there was a large crack on his porcelain head.
"What happened to me?" the cup asked himself. "And what am I doing in this car?"
He stepped out of the car and walked away until he found a dirt road. He noticed that the sky was dark, indicating that it was nighttime. Then he noticed the bow tie in his hand. He inspects it but doesn't remember it. He shrugged before tying the bow tie around his neck.
"Hmmm, I can't remember where I am. Or who I am... what do people usually do when they can't remember stuff." The cup kid asked himself. "Oh, I know! I'll check my pockets."
The cup boy emptied his pockets hoping to find something that'll jog his memory. After a few minutes, he made a small pile of random stuff. A slingshot, some rocks, candy, a piece of paper, and a wad of slightly singed cash.
A memory flashed in his head. There was an explosion, burning money fell from the sky, and the cup grabbed the wad of cash.
That was something but that memory didn't help the cup remember his name. He tapped his foot and thought. Then it hits him. He pulled down his shorts and read the tag.
"Cuphead? I guess that's my name." the cup said to himself before he put his shorts back on. "Okay. I got a name, but I still remember where I am or why. Hmmm,"
Cuphead rubbed his fingers against his temples and knocked on his cracked forehead. Images flashed in his head.
An explosion. An invisible wall. Laughter. Dolls. Green rolling balls.
That was weird and it didn't make any sense to the confused cup kid, but it was better than nothing.
Just then Cuphead spotted something in the sky. Search lights... And they looked like they were coming from someplace close by. He took his stuff back, stuffed them in his pockets, and walked down the road in the direction of the lights.
Cuphead soon came upon a white gateway and quickly realized that it was an entrance to a circus. There were games, a large circus tent, food stands, and rides. There were people everywhere having fun and eating typical food one would find at these places. Cuphead grinned.
"Cool!" Cuphead exclaimed excitedly before he walked inside. "Hmmm. I crashed a bumper car out in the woods. Maybe I came from here and just got separated from my friends." He wondered. "Wait, do I have any friends?"
Wondering this, his hand reached for the bow tie around his neck, and it took Cuphead a moment to realize this. He stood there, trying to remember if he had friends, but he soon felt a sharp pain in his head where the large crack was.
"Ow! It hurts to try and remember stuff." Cuphead said. He sniffed the air, his nose caught the scent of a delicious smell and licked his lips. "Eh, I can remember stuff later."
The cup spent the wad of cash to spend on copious amounts of food and games, having fun and even forgetting that he had amnesia. Little did he know that he had been spotted by the staff. A group of small green penguin clowns. They squawked amongst each other until one of them curled into a ball and rolled towards the circus tent.
In the tent, there was a dressing room and in the dressing room, there was a tall clown. He had a red and white face with a long red nose, yellow eyes with black pie-cut pupils, and red and blue eyebrows. He was wearing a red and blue clown suit with a blue and a red diamond drawn on each side, as well as a neck ruff that had blue and red triangles on the sides with the top and bottom of the collar being white. And a small black hat on top of his head.
The clown's name was Beppi, and he was mad as hornets as evident in the way he was swinging his clown mallet around.
The penguin clown squawked to get the big clown's attention.
"What do you want?" Beppi asked.
The penguin clown chirped and squawked and flapped his flippers around.
"What? The cup kid is back?" Beppi asked.
The clown penguin squawked and flapped his flippers.
"He just strolled right in?" The tall clown said. "Egg-celent! Roll on back out there and catch that porcelain-headed pipsqueak!"
The clown penguin saluted before rolling away.
"And make sure there are no cup-lications this time!" Beppi shouted. "The queen will Bee here any minute."
Cuphead, blissfully unaware of the dangers, beelined for the nearest hot dog stand and ordered one. He paid with the last twenty-dollar bill from the wad of cash in his pocket.
A penguin clown was about to catch Cuphead with a net, but the cup stepped out of the way at the last minute.
"Horse rides!" Cuphead said excitedly. He ran to the horse carousel and rode on a green Charlie-horse.
As he rode two penguin clowns grabbed each of his feet. He gasped before smiling.
"Cool. Interactive ride actors!" Cuphead said before he kicked them off. When he saw the penguins curl into rolling green balls, a memory flashed in his head. He was running away from the green penguin clowns. He gasped again, hopped off the ride, and ran away from the penguin clowns. He hid behind a trash can.
"Maybe... maybe I was riding away from this circus place." Cuphead wondered. "But why are they after me anyway..."
Meanwhile, back at the main tent, two penguin clowns were just explaining how they had failed to get the cup.
"Ugh! This is a dish-aster! That cup is more slippery than I thought." Beppi said. "Well, I guess if I want this done quick, I got to voodoo it myself."
He grinned and grabbed two orange dolls with two distinctive hairs pinned to them. One had black hair and the other had white hair. There were three cages next to the tent and two penguins opened the doors.
"Okay, let's play," Beppi said.
He motioned for the dolls to start walking. Two men walked out of their cages and walked among the crowd.
Cuphead's eyes constantly shifted around, keeping an eye out for any more penguin clowns when suddenly two figures walked up to him.
One of them was a tall, nearly bald primate-like man wearing a leopard print toga and sandals. The other was a short man with a white beard and wearing an eye patch for his right eye, he was wearing a long, flower-print dress and a mini hat on his head. They were both wearing tape over their mouths with painted smiles on them.
Cuphead gasped and backed away.
Then two men moved like puppets on strings and tried to grab him, but the cup managed to evade them.
"Hey! What are you doing?" Cuphead exclaimed.
The men tried to speak but the tape prevented them from getting a word out.
Something about the men seemed very familiar to Cuphead but not in a good way. These guys were bad, he knew that somehow, still, judging by the expression in their eyes, they seemed freaked out too.
He ran away into the game booths, the two men chased after him. Beppi followed at a distance, watching, and moving his dolls to make the men move.
They run into the fake duck shooting range. Cuphead managed to get away while the men in funny costumes got shot with BB gun ammo. They fell after the shots stopped and Cuphead managed to run and hide.
Beppi huffed. Just then the bell rang, indicating that the circus show was about to begin. He turned around to one of the penguin clowns.
"Get those two butcher goons out of there and into their places!" Beppi shouted. "The show must go on!"
The clown ran into the tent from the back while Cuphead saw the people crowding the tent. Despite what he just went through, he clutched onto the bow tie around his neck and followed the crowd into the tent. Maybe he'll find answers inside.
Trumpets played by two bee men. Mr. Bee Blunt approached the royal box seats Beppi had made for the occasion.
"Hail her Highness, Queen Rumor Honeybottoms!" Said Mr. Bee Blunt.
Queen Rumor Honeybottoms was brought in on a golden palanquin carried by four bees who strained to carry the heavyset queen bee. Not that they would be dumb enough to complain about it. They panted as they placed the palanquin down and several bee guards stood around the royal box to protect their queen.
"Begin the show!" Honeybottoms ordered.
Everyone sat down on the seats, Cuphead making sure he was between two big people, before lights flashed, a calliope played, and the first act began. The rolling penguin clowns. They juggled and danced, and the crowd loved it, but the cup remained still.
Beppi came driving into the center of the stage in his bumper car. He pulls out a mic.
"Hey hey, folks! Welcome to the Kerfuffle Faire!" Beppi exclaimed. "And a warm welcome to her honey-ness, Queen Honeybottoms!"
Cuphead instantly got a "this-guy-is-a-creep" feeling seeing the clown.
"We got a great show for you tonight folks and that's a guaran-bee!" Beppi said.
"Get on with it!" Honeybottoms ordered. "And no more bee puns or it off with your head,"
The clown shuddered and gulped while pulling his neck ruff. He snapped his fingers, signaling the penguin clowns to start the show.
Outside the tent, a penguin clown was playing with the orange doll with black hair.
"First up, our strong man, Champion Chuck!" Beppi exclaimed.
The man in the leopard toga stepped out of the cage and onto the stage, just as the penguin played with the doll.
"He may not look it folks, but skinny here has got some muscle!" Beppi said.
Charley glared at the clown but the tape over his mouth prevented him from frowning.
"Show 'em how it's done, big guy!" Beppi said before slamming Charley's back. "Kids, don't try this at home!"
Charley was forced to lift a huge barbell, supposedly weighing 1,000 pounds as written on the weights. However, he managed to lift it with ease and the crowd cheered. Charley rolled his eyes, he knew this was fake but couldn't say anything about it.
"Champion Chuck everybody!" Beppi exclaimed.
Charley dropped the barbell, and two penguin clowns dragged him away. Other penguins rolled the barbell away before bringing in two more people.
"Here we have Grandma Barley, the bearded lady slash expert knife thrower followed by her six-legged assistant, Eddie! Their act is a real slice."
Next to Barley was Edgar dressed in a clown costume strapped to a knife throwing spinning wheel. Both looked visibly nervous but were stuck frozen in place.
Cuphead nervously watched as Barley was forced to throw knives in Edgar's direction. The sailor in a dress barely missed the spider's legs and head as threw the knives.
The cup rubbed his temples and knocked on his head, trying to jog his memory but it didn't work.
Soon enough, the two men were done with their act and taken away by penguin clowns. From outside the tent, a penguin clown put the two orange dolls in a box and picked up two smaller yellow dolls. One had a tuft of blackish-blue fur pinned to it and the other had a torn piece of blue and white straw pinned to it.
"And now folks it is time for the jugglers!" Beppi exclaimed. "Presenting Carny Kitty and Gutsy Mugsy!"
Just then a mug boy wearing a blue and white clown outfit with a thick neck ruffle, pointy white shoes, and tape over his mouth came somersaulting to center stage. He started juggling bowling pins.
After him came a blackish-blue kitten with a demon tail wearing a neck ruffle, pointy yellow shoes, and tape over his mouth. He was rolling in on a large red and yellow ball while juggling flaming torches.
Seeing the mug and kitten, Cuphead's memories came flooding back in a second. This time he felt no pain as he remembered.
FLASHBACK
Cuphead, his brother Mugman, and their friend/Cuphead's secret crush Bendy were out having fun in Inkwell City having hamburgers when, the little devil disguised as a kitten, spotted a familiar red car parked by the bank. He dashed for the car, jumped it, stuck something in behind the gas pedal, and ran away.
"What did you do?" Mugman asked.
"You'll find out," Bendy said.
The three boys ran behind another car just as alarms from the bank rang out. The Butcher Gang came out of the bank, carrying heavy bags of money over their shoulders, and ran to the red car.
"Let's go boys," Charley said. "Time to make off with the goods."
The boys stuck their heads out slightly to watch.
Charley, Barley, and Edgar hopped in the car, the tall man turned the ignition on and slammed his foot on the gas pedal-
BOOM!
An explosion erupted from the car. After the blast, the man sat there charred, the car was now in pieces, and singed dollar bills were falling from the sky. The gang started coughing smoke.
Mugman looked horrified while Bendy and Cuphead stifled chuckles.
A wad of cash fell in front of Cuphead. "Oh, don't mind if I do." He said as he grabbed the cash.
"Cuphead! You can't take that. It's stolen money!" Mugman tried to grab the money from Cuphead.
The brothers broke into a fight. Bendy tried to break them up.
Their fight caught the gang leader's attention. Charley didn't see it, he had no proof, but somehow, he just knew Bendy, and his friends were responsible for this, and he yelled with rage.
"THAT'S IT!"
Next thing they knew, the three boys were running out of town with the butcher gang chasing them. They ran as far as the woods when they crashed into some invisible wall. The boys and the men were knocked out and fell back.
The invisible wall was actually a wall painted to look like the road ahead. Four walls closed around them, and they were soon trapped in a colorful circus box.
When Cuphead woke up, he saw two of the butcher gang members in costumes and standing frozen in place while he was tied to a pole with Bendy and Mugman, who were also waking up.
Three penguin clowns were tying Edgar to the knife throwing spinning wheel.
Beppi stepped into view, laughing.
"Hello, new friends!" The clown said. "I see three of my new troops are ready."
"What are you doing to them?" Bendy asked.
"The same thing I'm going to voodoo to you," Beppi said before he pulled a tuft of Bendy's fur.
The little kitten hissed and struggled against the rope, but the clown was unperturbed.
Beppi stuck the fur to a little yellow doll with a pin.
Bendy's body melted under the rope, and he slipped out. He pounced, ready to attack the clown.
Beppi whispered something to the doll and suddenly, Bendy froze, his body became stiff and fell to the ground in a thud.
The clown uses the doll and Bendy gets up under the doll's control.
"What the?" Bendy said.
"You see I have a very important guest coming to my circus tonight and I need performers." Beppi started to explain. "Normally it's just me and the penguins but I promised a bigger act tonight, and I really can't disappoint my audience, especially a high paying one like Queen Honeybottoms herself. So congrats, you bums are in the show tonight,"
Beppi then tore a piece of Mugman's straw and pinned it to another yellow doll while penguin clowns came and dressed Bendy.
"But why use dolls to control us?" Mugman asked worriedly.
"So we can't escape, and everything goes perfectly for him, duh," Bendy said. "This is basic megalomaniac stuff, Mugsy,"
The penguins quickly taped Bendy's mouth.
Mugman whimpered before he was silenced with tape over his mouth and Beppi controlling his body with the yellow voodoo doll.
A penguin clown was about to take a piece of Cuphead's straw for the next voodoo doll, but the cup managed to wriggle out of his binds and kick the penguins away.
"Hang on guys!" Cuphead said. He grabbed Mugman and Bendy by the neck ruffs but then Beppi kicked him in the gut and the boy flew back. He managed to pull Bendy's bowtie off his neck as he flew.
The clown and the penguins were approaching the cup.
Cuphead backed away.
"Just hang on guys! I'll be right back!" Cuphead exclaimed before he ran out of the tent.
Cuphead ran until he found one of Beppi's driving bumper cars. He hopped in, turned the key in the car, and drove to the tent, but the bumper car seemed to have a mind of its own and instead, it drove him out of the circus.
"C'mon, you stupid car!" Cuphead yelled. "Turn around!"
That's when the bumper car crashed into the tree, Cuphead's head cracked from the impact, and he passed out from the pain.
END OF FLASHBACK
Outside, in a cage, Charley sat still and was forced to watch as his men were locked in a different cage by those darn penguin clowns. If he could move, Charley would give them hell.
Two penguin clowns were working on the locks when suddenly Beppi's malate floated up and then it hit both penguins until they were unconscious. The mallet then dropped to the floor and the keys floated up to Charley's cage.
Charley's eyes went wide seeing this but then he felt a cold touch on his cheek. With peripheral vision, he saw a familiar woman's face, and her black lips pressed against his cheek in a kiss.
'Ugh, the ghost chick again...' Charley thought.
Carley backed away with a loud 'mwah' and then floated in front of Charley. He just knew there was a black lipstick stain on his cheek now.
"You know... you look kinda cute in that getup." Carley said with a chuckle.
Charley grumbled under the tape.
"Hmmm? Why am I here you ask?" Carley said. "Well, you never got back to me about letting me join the Butcher Gang. That hurt my feelings." She pouted feigning an upset look.
Charley grumbled again.
Carley scuffed. "If you're gonna be like that than maybe I'll just leave ya' here." She said before turning herself invisible.
Charley muffled loudly under the tape. Carley returned to visibility with a smirk.
The man grumbled under the tape.
"Free you?" Carley said. "I guess I could, but what's in it for me?"
The ghost woman rips the tape off Charley's mouth. The man hissed and smacked his lips.
"Imagine if you had a mustache," Carley said.
"Alright, get us all out of here and you're in the gang," Charley said.
Carley smiled. "Deal." She said. "So let's go."
"It's not that simple toots. The clowns got me and Barley under some voodoo spells and Edgar's tied up on a wheel. There are two dolls with hair pinned to them. Get 'em off and we'll be free,"
"Free Edgar and grab the dolls, got it," Carley said before flying away.
Cuphead, having snapped out of his trip through memory lane, ran out of the tent and was now looking for where they stashed the dolls controlling his friends.
Carley freed the confused Edgar and once he was freed, he backed away from the ghost woman. She quickly explained the situation and only after that did the spider follow her.
Cuphead found the penguin clown controlling his friends, tapped his shoulder, and when it turned around, the cup gave him a hard punch to the face. Cuphead was about to grab the dolls when he was suddenly pinned to the ground by four spider legs. He turned his head and saw Edgar grinning at him with his sharp fangs.
Carley floated over, grabbed two dolls with hair, and floated away. Edgar followed her and Cuphead got up and grabbed the two remaining dolls. He unpinned the black hair from the orange doll.
Carley went to Barley's cage and unpinned the white hair on his doll.
"Arg! What are ye doing here, ye sea witch!?" Barley said as he ripped off his old lady costume.
Charley walked towards them. "It's okay, Barley," he said stretching his limbs. "She's in... for now. Now let's get out of here."
"Wait, how are you moving?" Carley asked. "I haven't taken the pin off your doll yet." She held up the yellow doll with blackish-blue fur pinned to it.
"That's not my hair, that's—..." Charley said before he gasped. Then his face broke into a wicked grin before he snatched the doll from Carley.
Cuphead found a viewpoint of the stage and unpinned the straw piece from the yellow doll.
Back in the tent, Mugman felt the magic hold on him dissipate and he dropped his bowling pins. He quickly removed the tape from his mouth.
"Finally free! Thank goodness that nightmare is over." Mugman said relieved.
Laughter from the crowd snapped Mugman back to the present moment... and when he saw all those eyes staring at him, especially the scrutinizing eyes of the queen bee, the little mug froze in terror.
Bendy saw what was happening and figured Cuphead must have freed them... but the little devil couldn't move.
Cuphead couldn't understand why Bendy was still performing when suddenly the kitten fell off the ball and dropped the torches he was juggling. Then Bendy started... hitting himself?
Charley and the rest of the gang found a place to watch the show and the man was using the remaining doll to make the little devil hit himself.
The crowd laughed out loud.
Beppi looked confused, this wasn't part of the act! He stomped over to where he knew the penguin clowns would be and, to his horror, his penguin clowns were knocked out and the dolls were gone as well as half of his possessed entertainment.
"Oh... spit," Beppi said. He got in his bumper car and went looking for the rest of the group.
Cuphead gasped, ran to the stage, and grabbed Bendy's arms.
"Stop it, Bendy!" Cuphead exclaimed. He used his hand to remove the tape from Bendy's mouth.
"I-I can't!" Bendy exclaimed.
Charley grumbled when he saw the cup.
Suddenly Beppi bumped into Charley with his bumper car, making the man fall, and crash into Barley, Edgar, and Carley. The clown got the doll back and his head inflated like a balloon.
"Mine!" Beppi said with a victorious laugh. He zoomed on stage in his bumper and grabbed the kitten from the cup. "Still mine!" Beppi said, keeping the kitten under his arm.
"I'm not yours, you bloated-headed creep!" Bendy shouted.
"Oh yes you are, and there's nothing you or your friends can do about it," Beppi said.
"Wanna bet?!" Cuphead shouted. He jumped on the clown and used the pin from Mugman's doll on Beppi's head.
When the pin pierced into Beppi's head, it popped.
The audience gasped.
Cuphead grabbed the last yellow doll and unpinned the little devil's fur, freeing him.
Bendy felt the voodoo power dissipate and he slipped from the clown's arm. He climbed out and hugged Cuphead tightly.
"You did it!" Bendy said. "Thank you,"
"No problem, Buddy," Cuphead said, hugging Bendy back.
The audience went 'aww'.
Cuphead and Bendy backed away when they remembered the audience and bowed.
The audience clapped before they gasped again.
"Watch out behind you!" said Telephone from the audience.
Bendy and Cuphead turned around and gasped when they saw the headless clown loom over them. From the neck hole, a new Beppi clown head blew up and he glared at them.
"You two punks aren't ruining my show!" Beppi exclaimed. He was about to grab the boys when suddenly something grabbed his wrists and dragged him to the knife throwing spinning wheel. His limbs were latched to the wheel and Carley turned visible on center stage.
She looked at the two boys and mouthed 'Go away' before she smiled at the audience.
Bendy and Cuphead grabbed still terrified Mugman and ran out of there.
"Hey folks!" Carley said. "If you thought Granny Barley's knife throwing skills were so impressive check this out." She pulled out a blindfold and wrapped it around her own eyes before she faced Beppi and pulled out her knives.
"Oh, this isn't gonna be very slice!" Beppi said before he chuckled nervously.
When they reached halfway to town, Cuphead was holding the frozen Mugman under his arm. Then he remembered something else he had forgotten.
"Hey'a Bendy. I think this is yours," Cuphead said before he removed the bowtie around his neck and handed it to the kitten.
"Oh, thanks Cup." Bendy said before taking back the bowtie and tying it back around his neck.
Cuphead and Bendy blushed and smiled at each other. Suddenly, the mug finally snapped out of his terror. Bendy and Cuphead looked away and the cup placed his brother on the ground so he could walk on his own.
"That was awful!" Mugman exclaimed. "I hope that Beppi gets his comeuppance."
"Yeah, he deserves it," Cuphead said once the blush was gone. "Why don't we go back and give him what for?"
"N'ah, not this time guys. I've had enough excitement for one night." Bendy said once the blush was gone from his face.
"But what about the Butcher gang or Beppi?" Mugman asked.
"Oh, I wouldn't worry about Beppi," Bendy said. "I got this feeling that Charley isn't going to let the clown slide after what he tried to do."
Back at the Kerfuffle Faire, Edgar got the last of the penguin clowns trapped in web cocoons and Charley and Barely broke into the clown's money safe while Carely distracted the audience and barely missed the shrieking clown on the wheel with her knives.