It was a hot September day at The Inkwell Penitentiary. The heat was tense as was the atmosphere in the yard. Prisoners were lifting weights. Some prisoners try to look tough but cower at the sight of bigger prisoners. A harmonica prisoner is playing a sad tune and, in the cell next door, are Cuphead and Mugman. They looked miserable.
Mugman crosses out numbers on the wall with chalk.
"We were tricked into breaking into that cookie factory!" Mugman said. "This is what we get for listening to that Miss Chalice!" he throws the chalk into Cuphead's milk.
Cuphead glares at Mugman and spits out the chalk.
"I don't wanna hear another word about Chalice or cookies ever again!" Cuphead yelled.
"I told you we shouldn't have hung out with her."
"No, you didn't!"
"I didn't? Well, that sounds like something I should've said."
"Yeah! Aren't you supposed to be the cautious one?"
"Oh! So now it's my fault we're in prison?"
"Pretty much." Cuphead started pacing around the room. "All I know is, we gotta get outta here. I'M GOING NUTS!"
"And so much for Bendy's help," Mugman said. "We've been here for days, and we haven't heard a word from him."
Suddenly, they hear a hissing sound from behind them. The brothers turn towards the window and see what looked like a black snake slithering through the barred window. It drops onto the floor and transforms into Bendy Devil.
"What's the word, jailbirds?" Bendy said.
"Bendy!" Cuphead said happily.
Mugman jumps in between them. "What happened to you?" he questioned the little devil. "We were arrested, and you just disappeared!"
"I-... Why didn't Chalice help you guys?" Bendy asked.
"She disappeared too," Cuphead said. "We don't want to talk about her. But what happened to you?"
"Why haven't we heard from you?" Mugman asked.
"I kinda got caught too. But not by the cops," Bendy said. And then he began to explain.
FLASHBACK
Bendy walks past Cuphead and Mugman who are devouring cookies.
"Keep an eye on 'em for me," He finds a door and slips under it after making sure Chalice wasn't looking.
His mass form slides under each door until he finds associate's lounge.
"Bingo," he whispered before turning back into Bendy. He finds the fridge and opens it, finding a carton of milk. He opens it and jugs it down.
WACK
Bendy feels a sharp pain against his head and it knocks him out.
Charley, Barley, and Edgar stuff the unconscious Bendy into a sack and run out of the factory just as the cops show up. They throw the bag into the back of the laundry services truck and drive away. The men laugh thinking they've escaped the police and have captured the little devil again.
Bendy wakes up in a daze. He hears the laughter, gets mad, and pulls out four ink bombs.
"We did it!" Charley yelled. "Now, let's get rid of this creep."
A muffled booming sound comes from the bag and a foul odor accompanies it.
"What is that smell?" Charley asked. "Edgar?"
"Don't look at me it came from the bag," Edgar said.
"Uh, maties'," Barley said. "The bag be leaking,"
They turn and see the bag turn black and ink leaking out.
"Eek! What is that stuff?" Charley asked. He turns his eyes back on the road just as the bag starts expanding.
Edgar watches in silent horror as the bag rips at the seams and a large black hunchback mass starts growling.
"Ch-Charley..." Barley muttered.
From outside the truck, passerbys can hear screaming, and the truck swerves on the road. The truck makes a sharp turn until it flips over and over until it hits a light post. Something from inside the truck starts banging against it until a black monstrous hand punches a hole.
A demon crawls out of the hole. It had black oily skin, long curved horns, long limbs, a thin almost skeletal body, spikes on its back, and large teeth. Police sirens can be heard, and the demon covers its ears as if in pain. It jumps off the truck, lifts a manhole, and jumps into the sewer. It falls into the water and floats away. As it floats, the demon shrinks down back into Bendy. He scrambles out of the water and lies on the floor.
END OF FLASHBACK
"After that, I passed out and didn't wake up till morning. I barely managed to get home without my dad noticing how hurt I was." Bendy continued. "By the time I felt better, I find out you two got arrested and Kettle is still looking for his glasses!"
Back at Kettle Cottage...
"Boys?" Kettle said before crashing into the clock. He's walking around blindly, and the house is a mess. "I still can't find my glasses." He trips. "I've looked everywhere. Oh, I give up. Help me boys!" he shakes the fake boys on the couch and screams after they fall apart in front of him.
At the prison...
"At least you got away from the butcher gang," Mugman said.
"I did but you two won't be able to soon," Bendy said.
The brothers were about to ask what Bendy meant before the lunch bell rang, and they were moved to the cafeteria. Cuphead, Mugman, and Bendy are sitting in the cafeteria. Bendy notices Cuphead's eyes on him.
"What?" Bendy asked.
"You're not wearing your cat disguise," Cuphead said.
"Oh, I don't care if these guys see me as a devil," Bendy said nonchalantly. He notices a prisoner glaring at him, he growls, and the prisoner flinches. Bendy turns his attention back to Cuphead. "Why? Don't you like how I really look?" he teased with a smile.
"Well- I..." Cuphead stuttered. He clears his throat. "Honestly... yeah,"
Bendy's eyes widen slightly.
"You look better without that fake nose," Cuphead said smiling.
Bendy was taken aback but then he gave a small smile. "Thanks," he said.
"Do you two mind?" Said the prisoner next to them. "Some of us are trying to eat,"
The little devil glares at the prisoner for a second before pushing him roughly. He bumps into the giant angry cyclops making her drop her food. She grabs the prisoner and starts beating him up.
Bendy hollers. "Fight!" he shouts. Soon a riot breaks out and Bendy can't resist jumping into it.
Cuphead and Mugman back away.
"I'm scared, Cuphead." Mugman grabs Cuphead's shirt and shakes him. "I wanna go home! I'm too soft for prison!" Mugman said.
"Don't worry," Cuphead whispered. "We're busting outta here. Tonight, at midnight, as the crow flies."
"What does that mean?" Mugman asked.
"I don't know," Cuphead replied.
That night at midnight, Cuphead and Mugman use filers to break the bars on the window and bed sheets to shimmy down. Once they reach the ground outside a spotlight shines on them and they scream as they are chased down by guard dogs.
In the morning they're taken to the warden.
"You boys just bought yourselves a day of breaking rocks!" the warden said.
As the two cups break rocks, Bendy is scaring some of the other prisoners.
Later that day, Cuphead and Mugman try to escape through the air vents. They gasp as they make it outside... in the yard, with the guard dogs. The boys scream and run from the dogs. They are taken to the warden again.
"You boys just bought yourselves a night in the box!" the warden said.
Cuphead and Mugman are locked in a small metal box outside while Bendy talks to Miss Cyclops.
"So, you got a name?" Bendy asked her.
The cyclops growls at the little devil.
"Ooo, what a lovely growl you have," Bendy said.
The next day, Cuphead and Mugman dig a tunnel out of the prison, and they come up into the guard doghouse. The dogs growl before barking and chasing the brothers around. In the morning the brothers are taken to the warden again.
"You boys just bought yourselves a night in the box, breaking rocks!" the warden said.
They are then locked in a small metal box with a hammer and a rock.
"We almost had it!" Cuphead said. "Next time, all we need is a little... DYNAMITE!"
Mugman starts sobbing.
"What? You don't like dynamite?" Cuphead asked.
The next night, Cuphead and Mugman are back in their cell. Cuphead rolls out a makeshift map of the penitentiary.
"What we need is a more elaborate plan," Cuphead said. "Something way more complicated."
"No, Cuphead," Mugman said lying on his bunk. "What we need is to give up."
"Mugsy!" Cuphead gasped. "What are you saying?"
"Being on the inside changes a mug. None of your plans work and it's pretty obvious that Bendy isn't gonna help us."
Cuphead and Mugman look down the hall. They can't see him, but they can hear Bendy's voice from one of the other cells.
"So, how many heads have you crushed?" Bendy asked.
The cyclops growls.
"Neat!" he said.
Cuphead and Mugman sigh and the mug crawls back on his bunk.
"The only way we're getting outta here is to make the best of it and serve our time," Mugman said.
"No! The only way we're getting outta here is to bust out!" Cuphead argued.
"Well, I'm not doing it that way!"
"Well, I am doing it that way!"
"Oh? You're doing it that way? Well, good for you!"
"Hey!" A bee cop yelled. "Quiet down in there!"
"Good for me? Great for me!" Cuphead shouted softly.
"I'm happy for you!" Mugman shouted softly.
"I'm happy you're happy for me!"
"Good!"
"Great!"
The next morning Cuphead plots his escape while Mugman makes license plates. Cuphead steals a spoon while Mugman plays Jack's with some of the prisoners. Cuphead stuff mashed potato into his shoe while Mugman macrodomes.
Mugman pushes a laundry hamper to some prison cells.
"Howdy, Harry Hatchet-Face!" Mugman greeted. "I patched up the holes on your favorite socks!"
"Wow! Good as new!" Harry Hatchet-Face said taking the socks. "Thanks, Mugsy!"
Mugman walks to the next cell. The prisoner is a bull with a hook for his left hand.
"Morning, Lefty!" Mugman greeted. "Got that blood outta your jumpsuit!"
"Thanks! You're the best, Mugsy!" Lefty said, taking his jumpsuit.
Mugman gulps as he walks to the next cell. "Here's your blanket, Miss Cyclops." He pulls out a pink blanket.
Miss Cyclops takes the blanket and places it on her left knee. Bendy is sitting on her right knee until he slides down her leg and stands by the bars.
"Hey Mugman," Bendy said.
"So, this is where you've been hiding," Mugman said. "Why do you hang out with her anyway?" he whispered.
"When you're in prison you make alliances with the biggest, toughest inmate," Bendy whispered. "My dad taught me that,"
"I imagine so. Except you seem to have forgotten about another alliance of yours,"
"I haven't forgotten about you guys."
"Well, that's what it feels like." Mugman looks up at the Cyclops. "Have a nice day, Miss Cyclops," he walks away not looking at the little devil.
Bendy stands there for a moment before slipping through the bars. The Cyclops grunts.
"I gotta go," Bendy said. "I'll be back later, I promise," he melts down and slips away.
Miss Cyclops watches him until he disappears.
Cuphead was reading his map and muttering to himself.
"Oh, still here, are you?" Mugman asked.
"Not for long. I got it all figured out." Cuphead said, showing off his map.
Mugman scoffs, rolls his eyes, and climbs into his bunk.
"We can escape together," Cuphead said. He stuffs the map into his pocket.
Mugman lays back on his bunk. "For the last time, Cuphead, I'm making the best of it."
"You sure? 'Cause I'm busting out of this joint."
"Then go ahead and go."
"Fine! I will!"
"Pipe down in there!" A bee guard shouted. "Lights out!"
The lights in the cell were turned off.
"So go then, good for you," Mugman shouted softly.
"Great for me," Cuphead shouted softly.
"I'm very happy for you."
"I can still hear you!" The bee guard said.
"I'm happy you're happy for me," Cuphead argued in a whispering voice.
"Great," Mugman said in a whispering voice.
"Good."
"Good."
"Good."
"Great."
"Great."
They turned their backs to each other in a humph. Cuphead takes Mugman's macrame from the wall revealing a large dug-out hole.
"Last chance," Cuphead whispered.
"I've got everything I need right here," Mugman whispered firmly.
"Bye, I guess," Cuphead whispered before crawling into the hole in the wall.
As soon as he's gone, Mugman starts crying into his pillow.
Bendy meanwhile sneaks around until he finds the warden's office. After making sure the warden was gone, the little devil found the scheduling book. He flipped through the pages and found something that made his eyes widen.
"Crud," Bendy whispered.
The door clicks open and Bendy melts down into a puddle just as the warden walks in.
"Keys, keys, keys," the warden muttered.
The large bee opens a drawer and grabs a pair of car keys.
"There you are," he said grabbing the keys. He then notices the open book on his desk. "Hmph, I thought I put you away." The warden reaches for the book.
Suddenly a small black droplet falls on his white glove. Followed by another one and another. The warden looks up and sees a big black stain on the ceiling.
"What is that?" The warden said in slight disgust.
Two yellow eyes blink open from the mass and the bee gasps. Suddenly black stuff falls on top of him, and everything went black.
Meanwhile, Cuphead digs out a tunnel with a metal spoon until it snaps in half. He grumbles before using his head to dig the rest of the way out. His brim hits a pipe, and he smiles. He uses mashed potato, a fuse, and two flints to blow up the pipe and water floods out. Once the water is out, Cuphead climbs into the pipe and shimmies up. Once he finds the drain, he opens it and sticks his head out.
"Freedom!" Cuphead shouted.
But instead of the outside, he wound up in the room with the electric chair. A bee guard grabs Cuphead and straps him to the chair.
"Uh-oh," Cuphead said before the guard puts the helmet on him and flips the switch.
Electricity buzzes and the lights from the prison flash on and off. A few minutes later, Cuphead is thrown back into his cell by a bee guard. He's sizzling from the electricity.
"Oh, look who's back," Mugman said.
"I didn't make it," Cuphead said. He climbs into his bunk, groaning.
Suddenly the cell door opens, and the warden walks in followed by a bee guard, looking stern. Mugman hops on his feet.
"Leave me with the boys, Frank," The warden said.
"Yes sir," said the guard before walking away.
"Is something the matter sir?" Mugman said.
"Not really, I just wanted to show you boys something," the warden said. Suddenly his frown flips into a smile and he starts tap dancing.
"It's getting late and while I wait
My poor heart aches on
Why keep the breaks on?
Let's misbehave!
There's something wild about you child
That's so contagious.
Let's be outrageous!
Let's misbehave!
When Adam won Eve's hand
He wouldn't stand for teasin'
He didn't care about those apples out of season
They say the Spring
Means just one thing to little lovebirds.
We're not above birds
Let's misbehave! ~"
The warden sings and finishes his dance with jazz hands.
Cuphead and Mugman looked at the bee with wide eyes and their mouths a gap.
"Uhh, are you okay sir?" Mugman said.
"Hey'a weirdos! It's me, Bendy," The warden said.
The brothers look at the bee skeptically. The warden removes his left glove, his normal-looking hand is covered with ink, and it transforms into a monstrous demon hand with long fingers and sharp claws.
Mugman gasps. "That hand," he whispered. "Bendy?" he looks up at the warden.
"The one and only." The warden said. "I'm possessing the warden so I can help you guys' escape."
"Oh, so now you want to help us?" Mugman said.
"That's what I was doing with Winnie,"
"Who?"
"Miss Cyclops, Winnie,"
"That's her name? Huh. But how could she have helped us?"
"I figured if you're gonna stay here you'll need protection. She's the scariest inmate here and I've been trying to convince her to protect you guys from the others. But now we've got a bigger problem. The butcher gang is coming back here in the morning!"
"What!?" Mugman and Cuphead said at the same time.
"It's true, I saw it in a schedule at the warden's office," Bendy said. "That night, after they crashed the truck, the police caught them, and they've been in the hospital since then." He smirks for a second. "But they're being discharged and they're coming here. You guys need to escape tonight,"
"I'm not going," Cuphead said.
Bendy and Mugman looked stunned for a second.
"What do you mean you're not going?" Bendy asked.
"I mean I give up trying to escape," Cuphead said. "I just-... I give up,"
"But what about the butcher gang?" Mugman asked.
"It doesn't matter to me anymore. I give up caring about any of that stuff," Cuphead said, "I give up. I give up." turning away from his friends and starts to sob softly.
"Cuphead, you can't give up," Bendy said.
"I'm sorry guys, but I'm done," Cuphead said. "Mugsy was right. We should just stay in prison."
Mugman's heart broke seeing Cuphead like this.
"Cuphead, get up," Mugman said.
"What? Why?" Cuphead said, turning his head and still sobbing.
"I can't stand seeing you like this. So, we're getting out of here."
"You mean it?"
"Yeah."
"But how?"
"Leave that to me," the warden said pulling out a large gym bag.
'The warden' walks down the hall with the gym bag over his shoulders. He passes by the Cyclops' cell, who wakes up and sees him. The bee's arm twitches until the warden holds it down with his other hand.
"I'm fine, I'm fine," Bendy said reassuringly.
The warden walks out of the room, heads to the gate, and stands there. The bag wiggles a bit and unzips slightly.
"Bendy? What are you waiting for?" Cuphead asked from inside the bag.
"I gotta wait for the guard to inspect me first," Bendy answered. His face twitches. "Get out! Get out of me!" he shouted. Bendy slaps a hand over the warden's mouth.
"What was that about?" Cuphead said.
Bendy takes a deep breath. "It's the warden." He answered. "He's trying to fight for control. But I can hold him,"
"Mr. Warden," came another voice.
Cuphead rezips the bag as a bee guard comes running.
"Good evening, sir," the bee guard said.
"Uh, yes, good evening," Bendy said.
"Alright, sir, just one quick inspection, and you're free to go."
"Great," Bendy gently puts the bag down.
The guard pats down the warden and checks off his list.
"Okay, looks like your good sir. Now just gotta check your bag." The bee guard slowly unzips the bag but only gets it halfway open when the smell hits him. "Yuck! Sir, you need to air these out," the bee zips the bag back up.
"I really should. Anyway, best be getting back home." The warden picks up the bag, "See ya," But before the gate, he starts coughing violently.
"Are you okay, sir?" the guard asked worriedly.
The warden's spit turns black as he keeps coughing, and he drops the bag. The warden pounds his fist into his stomach and spits out a black mass. The mass turns into Bendy and the warden coughs some more.
"What in the world?" The guard wondered. "Warden are you okay?" he asked.
The warden spoke in a hoarse voice. "No, I am not okay! That thing was controlling me,"
Bendy rubbed his head as he got to his feet.
"And he was trying to help these two escape," the warden unzips the gym bag and throws the clothes out revealing Cuphead and Mugman who gasp for air.
"Air!" Mugman gasped.
"Uh-oh," Cuphead said, noticing the warden and the guard looking down on them.
Suddenly two large hands grab the warden and the guard and hit their heads together, knocking them out. The boys turn around and see the Cyclops standing there, growling.
"Winnie, what are you doing here?" Bendy asked while the other boy shook with fear.
The Cyclops grunts and mutters.
"I know I promised that, but I have to help my friends." Bendy said. "I was gonna come back and say goodbye,"
Winnie mutters.
"Yeah, there's been a change in plans. I have ta' leave now,"
The cyclops lowers her hand, Bendy steps into her palm, and she lifts him. She whimpers.
"I liked our talks too," Bendy said as he pats Winnie's nose. "But you'll be okay without me, they're the ones who need protecting. They're helpless,"
"Hey!" Cuphead and Mugman said at the same time. Neither noticed the warden shuffle away.
"Don't worry, I'll visit you again soon," Bendy said.
"Mmm," Winnie hummed.
Suddenly the sirens blare and the bells ring. The boys looked around and noticed that the warden was missing.
"He must've reached the alarm!" Mugman shouted.
"We're doom!" Cuphead yelled.
The guard dogs are running towards them, barking, but Winnie isn't scared. She takes off her shackle and locks it around Bendy, Cuphead, and Mugman. She lifts them, spins the ball around, and throws them over the wall. The boys scream as they fly overhead. Winnie sighs fondly before roaring at the dogs.
"Ah heck!" The warden yelled as he watched the boys go. "I'll get you kids! You and that cat thing!"
The metal ball lands right into yard of the kettle cottage. The boys land with a thud on the grass.
"Freedom!" Cuphead and Mugman yell excitedly. The brothers kiss the ground. "Ah, home sweet home."
"I told you guys I'd get you back home," Bendy said stretching.
"No, you didn't!" Mugman said.
"Well, I did now and you're home now. Congrats. Now I'm going to my home."
"Already?" Cuphead said.
"Yeah, I can't let Elder Kettle see me without my disguise."
"Okay, we understand," Mugman said. "Same time tomorrow?"
"You got it," Bendy said with a wink before walking away.
"Bye Bendy," the brothers said.
"Watch out for the gang this time," Cuphead said.
Bendy chuckled disappearing into the forest.
Suddenly, Elder Kettle opens the door and smiles at Cuphead and Mugman.
"Boys! There you are." Kettle said, "You just missed your friend. She brought my glasses. She sang me a song. Oh, she was so charming."
Cuphead and Mugman gasp. "Chalice!" They seethed.
"Yes. Chalice. That was her name." Kettle said with a snap of his fingers. "What a delight. Oh, by the way, and you two are GROUNDED FOR LIFE!"
"Yes! Please ground us." Cuphead said gratefully.
"Never let us leave again," Mugman added.
Cuphead and Mugman fall to their knees and kiss Elder Kettle's feet, and Elder Kettle looks up, really confused.
At the Inkwell Infirmary...
A large rabbit nurse pulls a cart to a room guarded by two police bees. They gave her a nod and let her walk in. There are three beds, separated by curtains.
"Okay, boys time for your sleep meds," The nurse said before pulling the curtain. "You'll need plenty of rest before tommo-"
The three beds were empty, the cuffs were broken, and the window was open.
The nurse screams.
Charley, Barley, and Edgar driving a red car on the other side of Inkwell City. They have various casts and band aides on their bodies. Charley is frowning with anger while Barley and Edgar look at each other worriedly.
"Tell 'im," Barley whispered.
The spider sighed. "So, uh, boss," Edgar said. "Barley and I have been thinking."
"That sounds dangerous," Charley said.
"Hehe, yeah," Edgar said nervously. "Speaking of dangerous. We know you're still mad that Bendy escaped us, again, but maybe... we should... um-. He's just much... more than what we expected. So... maybe we should... um-"
"Oh, f'r-!" Barley said. "We should just f'rget about 'im! Hunting down that creep is g'tting any eais'r or making us any bett'r! We should j'st give up on 'im."
Charley makes a sharp turn into an alleyway and turns off the engine. The pirate and spider expect a yell from the boss. Instead, the man sighs.
"Maybe you two have a point," Charley said.
Barley and Edgar were stunned.
"I knew he'd be trouble, but I didn't expect him to turn into that monster," Charley said. "Maybe we shou-" he hissed with pain coming from his broken leg. He looks down at the cast around his leg and notices something scribbled on it. He turns the cast slightly and sees some writing on it in ink.
Enjoy Prison Nitwit! – Bendy
Charley growls and shakes with rage.
"Boss?" Edgar asked.
"We are going to find that little creep and we won't stop UNTIL HE'S DEAD!" Charley shouted.
Barley and Edgar sighed.
"BENDY!" Charley shouted.
Somewhere, Bendy is laughing.