Where did Cuphead come from?

When you first see Cuphead, you think: Wow, that looks good. Then you think: Where on earth did that come from?

If you want to know, here’s what you should do: Look at the cow udders.

Look at them lolling over tree branches, dangling in the wind. Watch the cow stand upright and go for a run; watch the udders flop gently downward, gravity doing its ineffable work. They’re udders, after all. Watch the cat milk the cow.

Watch “Plane Crazy,” which was Mickey Mouse’s first-ever appearance and actually predates the famous “Steamboat Willy” by a few years. Watch the Minny’s-eye-view of an airplane chasing a cow, its udders the unadulterated focus of our attention, flopping back and forth as the cow gallops away from us, and then watch as we soar beneath the cow udders, the udders stretching and draping to the side of the screen. We are practically inside the cow udders for a second there, and then they’re gone. The cow is riding the plane.

If you want to know where Studio MDHR’s Cuphead came from, look at the cow udders, which were everywhere in the early days of animation, as if they were the cultural muse that sparked the whole movement. And then they were gone: the puritanical Hays Code swept through Hollywood, “cleaning it up” by removing all traces of sexuality, heteronormative or otherwise, from American movies. In live-action film, this meant thirty-some years of repressed sexuality and of good guys blandly triumphing over evil. In animation, this meant a lot of animals were now wearing pants, and it meant cows no longer had udders. “There was something that was lost once all of this ‘Let’s clean it up for the family’ came in,” Chad Moldenhauer, of Studio MDHR, told me.

It was in those early days of animation, just around and especially before the enactment of the Hays code, in the Wild West of still-swinging cow udders, that Cuphead was born. Back then, Walt Disney was refining his Mickey Mouse character while also doing extravagantly bizarre “Silly Symphonies,” in which dandy animals go on dates to the moon and baby mermaids play amidst rapturous swells of water. (You think, watching the waves, that someone drew every drop of that water—its crest, its spray, its slide.)

But even more than Disney, it was Max Fleischer, a Hungarian immigrant who briefly worked as an art editor at Popular Science, whose animation really subverted and surprised. With his two brothers, he ran Fleischer studios, which Moldenhauer notes as the magnetic north of his art style. Fleischer’s short films are transportive, transformative, and massively fucked up. The early Betty Boop was a sexy flapper and also a dog; when she spoke in dazzling synchronicity with her animation the confident curvature of her inky cheek would swoop out, her facial structure itself a slow seduction. (Eventually they made her all-human, for fairly obvious lust-related reasons.) Better still is “Swing You Sinners!,” a hallucinatory celebration of guilt; all of the lines of its graveyards and nightmare-rooms warp and come alive, sometimes literally forming mouths and legs. At one point, a dog is almost murdered with a knife by his own underpants.

When you look at Cuphead—its tri-toned hellfire, its manically spinning eyes, its milky watercolor psychedelia—this is what you’re seeing. You’re seeing early 1930s cartoon art, defiantly unsanitized, its most subversive and surrealist tendencies blurting organically from its weirdo-creators’ heads. (LSD wasn’t invented until 1938, after all.) People call this era, from just before the Hays Code up until the major studios started to fold in the 1960s, the “golden age of animation,” but that slaps a strangely distancing hue on it. A “golden age” is always dead.

And Cuphead … well, “dead” is not the way most people would describe this thing.


But if you want to know where Cuphead actually came from—like, actually, actually—look at this Japanese propaganda film from 1936, in which a bunch of evil Mickey Mouses are fended off by Japanese forces. (Animation was globally insane back then.) You see that teacup-headed man that turns into a tank, five minutes in? That’s Cuphead’s great-grandpa.

“We just thought, well, let’s try that,” Moldenhauer told me. “We thought it was so odd. I drew a couple versions of it and right away it stuck.”

they drew, and drew, and drew 

All of which makes the process of coming up with Cuphead—not the game, just the cupheaded character—sound somewhat simple. You watch a thing, you draw it, you make the game. It was not simple. “We wanted something original and it’s very hard to make an original cartoon character, because almost everything’s been done,” Moldenhauer said. And so they drew, and drew, and drew. There was a green kappa kind of character, who had a little tophat, at one point. They saw this Silly Symphony, in which the world ruptured to life, and so thereafter they tried something with a plate for a head, then one with a fork for a head. This was obviously evolving toward Cuphead, but not all the way there. It took that old slice of Japanese propaganda to put the most important piece of Cuphead in place—that is, the cup. In total, Moldenhauer estimates going through 150 different character designs before the charming little thing with a cup for a head came to be. This is a lot of work, but then, everything with Cuphead is a lot of work. That’s sorta the whole idea.


But, no, really, I can actually tell you where Cuphead is from, I think. Cuphead is from Regina, Saskatchewan.

That’s where the brothers behind the game, Chad and Jared Moldenhauer, grew up, poring over 30s cartoons. This is not what most kids grow up doing, but Chad insists it was almost incidental: “They just happened to be the VHS compilations we purchased, or people gave us as gifts.”

They had other siblings, but Chad and Jared in particular grew up close, just a year apart in age, kicking back ideas and interests and, most importantly, a shared sense of taste. This applied to games just as much as it did animation. “We’re just crazy for gameplay,” Moldenhauer told me, before detailing a list of errata that they were honing meticulously for their forthcoming game: how the jump and dash feel at the edges of platforms, the amount of time spent incapacitated after being hit, where the player is safe on the screen, and so on.

“We still have the same ideas behind what makes a good game,” he said. Making that “good game” may seem like a foregone conclusion for a couple of smart, technologically inclined young artists, but, just like Cuphead him-or-herself, the decision to make that game took time. They gave it a stab, earlier. The brothers built up a level or two of a prototype around 2000, a game similar to Cuphead but, obviously, sans Cuphead, but that proto-game didn’t take; the sort of apparatuses that bring a game like theirs to the stage at E3 to riotous applause didn’t yet exist. And so they moved on. Chad moved to Oakville, Ontario a couple years later to work in graphic design; Jared stayed in Regina, working at the family business. They spoke regularly—Chad says that his wife sometimes jokes that he talks to his brother more than her—but the game that became Cuphead remained nothing more than an idea, a belief that that shared aesthetic sense might be something tangible. It was, finally, the success of Super Meat Boy—also made by a two-man team—that catalyzed the brothers to get moving, around 2010. To turn that taste into a thing.

If that transmutation sound magical, it’s not. It’s painstaking. Just to be clear: they’re really doing it, animating this thing with the same scrupulous, hand-wrecking intensity that teams of Disney animators used to create those swells of water in the ’30s. The process is as important as the finished project. Chad hand-draws everything, paints the backgrounds himself, and helps out on game design, which Jared handles the rest of the way. (Chad does use Photoshop to color in the characters, a single concession to reality.) Studio MDHR has grown to also include a developer, in Romania, an animator in Brooklyn, and a jazz musician, also in Ontario, who is recording all of his music via analogue means. The result is a sort of artistic time travel: “We’re trying to keep everything as if in the 30s they were making a game,” Chad says.

Cuphead, then, is a bracing reimagining of what we sometimes call “retro” videogames. “If you go back to the 8-bit or back to the Atari era, if you misplace one pixel, it’s not a cute imperfection, it’s a horrible detail,” Chad said. “So I think as pixel artists got better they just refined that process, and they kept up with that perfect digital look. It’s tough to find games that have those human flaws in them.” These days pixel art is, well, a) overdone, but also b) immaculate, enshrined by fetishizing .gifs. But Cuphead exalts in tiny human flaws and imperfections; it lovingly loops them in. The flubbed lines, the bleed and wash of watercolor, the misplaced drum-beat, the raw thump of analogue sound, the grain of celluloid cinema: Cuphead is a digital game made in the real world. If that sounds like a hell of a lot of work, well, fusing separate dimensions is a hell of a lot of work.


The thing about Cuphead and all that work is: I think there’s a lot of it left. The small team is less than 40% of the way done with part one of what Chad sees as a possible trilogy, and they’ve released almost none of it to the world: a few short teasers, really. They’ve got a lot ahead of them. Moldenhauer sighingly mentions that “there’s more frames than any man should draw,” and I’m reminded of something Trey Parker said while working on Team America: World Police. “We had the idea awhile back it would be so fun to do a shitty little puppet movie,” he told Rolling Stone. “But suddenly this turned into a gigantic puppet movie. If someone showed up now and said, ‘Trey, you know, I’m a director and I will finish this film for you for $3 million,’ he would so have $3 million in his pocket, like that.”

I asked Chad if he ever felt that way, and he laughed. “It’s always a struggle, as you’re doing the animation and all the laborious work,” he said. “It feels neverending when you’ve got a pile of 80 frames that you’re inking, and it’s just over and over and over. But when you see it in the game and everything’s playing, for us that balances it all out. That took a long time to get this one animation working beautifully, but now that we see it, it’s perfect, and it gives us that extra ambition—at least me, anyway—to go back and sit at a light table and continue working.”

If you want to know where Cuphead comes from, it’s there.