Cuphead in Carnival Chaos

A Cuphead Novel


By Ron Bates

Illustrated by StudioMDHR Entertainment Inc.

Formats and Prices




$19.99 CAD

This item is a preorder. Your payment method will be charged immediately, and the product is expected to ship on or around March 3, 2020. This date is subject to change due to shipping delays beyond our control.

Fans of the award-winning and visually stunning video game can see Cuphead, Mugman, and friends like never before in this original, illustrated middle-grade novel. Join them on their adventure as they make merry mischief in the vibrant and topsy-turvy world of the Inkwell Isles!

It’s a special day on the Inkwell Isles: Elder Kettle’s birthday! Yes, sirree, it’s a very special day. So Cuphead and Mugman need to find the perfect gift to honor their beloved mentor. But along the way, the brothers and their new friend Ms. Chalice are captivated by the sights and sounds of the carnival that just rolled into town. Despite Elder Kettle’s warning that the attraction is filled with liars and thieves, the trio gets reeled in.

At the carnival, the friends are bamboozled and burgled by enemies, old and new. Will they escape the chaos and get their gift before it’s too late?

Includes over 20 never-before-seen illustrations drawn by Studio MDHR’s Lance Miller that feature hidden items for an interactive treasure hunt!

Cuphead in Carnival Chaos is the first book in an original series and perfect for players of Cuphead, and readers of Hello Neighbor, Bendy and the Ink Machine, and Five Nights at Freddy’s.

© 2020 StudioMDHR Entertainment Inc. All Rights Reserved. Cuphead(TM), the Cuphead(TM) logo, StudioMDHR(TM) and the StudioMDHR(TM) logo are trademarks and/or registered trademarks of StudioMDHR Entertainment Inc. throughout the world.



“It’s morning, it’s morning, it’s morning!” the alarm clock screeched. “Up and at ’em! Let’s get movin’! Rise and shiiiiiiiiine!”

The alarm clock sounded even more alarmed than usual, and who could blame him? It was past seven o’clock—eleven seconds past, to be exact. That meant there were only 61,189 seconds left in the entire day! And on a day as special as this, every single one of them was too precious to waste.

“Wake up, wake up, WAKE UP!” he bellowed.

His voice rumbled across the room, and down the stairs, and out over the Inkwell Isles, where it made quite an impression on the neighbors. The Potato family’s eyes popped open, the Cornstalks covered their ears, and the Cow sisters (who always seemed to have the jitters, poor things) gave milkshakes that day.

But Cuphead? He kept right on snoozing.

This surprised no one, of course—Cuphead was Cuphead. He preferred to wake up in his own way, thank you very much, and no amount of clanging or banging or pushing or prodding would change that.

The alarm clock sighed. This being a special day and all, he’d hoped they wouldn’t have to go through the whole routine, but… oh well, there was no use putting it off. He gripped the shiny brass bell above his head and pulled it down until it fit him like an army helmet. Then he marched to the edge of the night table, raised his minute hand, and with the steely gaze of a general, waved the signal flag.

Operation Beddy-Bye-Bye had begun.

As usual, the radio was the first to see the signal. He was tuned in to everything happening around here, not that he ever got any credit for it. But he’d show them—he’d show them all. This was his chance to prove he was more than just the golden-voiced broadcaster of shows like Heebie Jeebie Theatre and Wyatt Burp: Rootin’ Tootin’ Root Beer Mug. He could be inspiring, too. And this was his moment. He took a deep breath, twisted the oversize knob on his brown wooden chassis, and blasted out a barrage of earsplitting, heart-pounding, troop-rallying marching tunes. (Personally, he felt “Battlefield Boogie” and “Jeepers the Jivin’ Jeep” would be best for marching. After all, they worked for the Lindy Hop.)

Now it was the dresser’s turn. She opened her top drawer and the Clean Berets—a gutsy battalion of fancy French headwear—burst out. They leaped from the drawer, pulled their rip cords, and floated to the ground under a canopy of white linen handkerchiefs. There they joined the socks (who were foot soldiers), the suspenders (who were support units), the spectacles (who were lookouts), and the gloves (who were just plain handy), and together, they did what had to be done. First, they rolled out a big ball of twine and tugged on it until they’d run a long, long string around the room… all around the room. They ran it around the doorknob, the knickknacks, the lampshade, the curtain rod, a pair of bookends, and a polka-dot umbrella. When they finished, Sergeant Boxer (a plucky pair of green skivvies from the underwear drawer) tied the end of the string to Cuphead’s bedpost.

The other end, they tied to an electric fan.

“Now!” the alarm clock called to the socks.

The Argyle twins—Lefty and Roger—plugged in the fan. As the blades spun faster and faster and faster, the string coiled around them like spaghetti on a fork. Then everything started to move. The doorknob turned, the knickknacks knocked, the lampshade crumpled, the curtain rod rattled, the bookends bumped, the umbrella opened, and finally Cuphead’s bed, which had until that very moment been reliably horizontal, suddenly stood straight up like a buck private on inspection day. It bolted upright with such speed and fury that Cuphead was catapulted out from under his covers, into the air, and across the room.

But oddly enough, he did not crash. Or bash. Or splat. He didn’t do any of those things. Instead, he landed—quite comfortably—in the pants, shirt, and shoes he’d laid out the night before.

Ahhhhhhh! Good morning, everybody!” He yawned.

The whole room cheered.

Cuphead liked mornings. They were the start of a brand-new day—a day when anything could happen! He smiled, saluted his friend the alarm clock, and strutted across the room to a large wall calendar with a picture of an octopus on it.

“Yup, this is it,” he said, drawing a big red circle around the date.

Well, as everyone knows, a big red circle on a calendar means only one thing: This is a special day. And he was about to write something inside that circle that would’ve explained just how special this day really was, but he couldn’t.

The octopus had taken his pencil.

“Hey! What’s the big idea?” Cuphead roared.

The octopus winked. A squishy green tentacle popped out of the picture and drew a big red X next to Cuphead’s big red circle. Cuphead snatched the pencil and drew a second circle next to the big red X. The octopus drew another X, Cuphead drew another circle, and so it went until one of them had three in a row, making him the international tic-tac-toe champion of Cuphead’s bedroom. There was a brief award ceremony followed by the shaking of hands and hands and more hands, because congratulations take a while when one of the players has eight arms.

But finally they were done and Cuphead could return to his original task—writing Elder Kettle’s birthday! in the first red circle on the calendar. Yes sirree, it was a very special day.

Then, as the radio blared out a jumpin’, jivin’ number by Flimm Flamm and His Tubadors (the swingin’est band in dancin’ land), Cuphead bebopped out of the room and headed down to breakfast.

Cuphead and his younger brother, Mugman, lived with Elder Kettle in a neat little cottage on the edge of the Inkwell Isles. They were happy here, and Cuphead couldn’t think of anywhere he’d rather live, or anyone he’d rather have as a guardian. After all, Elder Kettle was one of the kindest people on all the isles, and nearly everyone considered him a friend.

If anyone deserved a big birthday celebration, it was Elder Kettle. Cuphead could hardly wait for this evening to get here.

“Good morning, Cuphead,” the old kettle chortled. “It’s a lovely day, isn’t it?”

“It’s a humdinger,” Cuphead told him.

But he didn’t tell him anything else.

Elder Kettle made a little scowl. On this of all days, he’d expected a slightly different greeting from the young cup. He gave a lackluster flip to a flapjack in his skillet. (Elder Kettle was famous for his flapjacks, but this morning his heart wasn’t in it.)

“Yes, a humdinger of a day,” the kettle tried again. “I suppose you might even call it… special?”

He peeked at Cuphead out of the corner of his eye, but again, Cuphead didn’t say a word. He just poured himself a big bowl of Mush Flakes and sat down at the table next to Mugman.

Elder Kettle paced back and forth, stroking his thick gray mustache. He wrinkled up his forehead until his eyebrows clanked together like a pair of colliding spoons.

“Gollywompers, it seems like there’s something important about today, but for the life of me, I can’t remember what it is,” he said loudly. “Either of you boys know what it might be?”

Poor Elder Kettle. He wasn’t just dropping hints; he was tying anchors to them. It was agony. So Cuphead (who was nothing if not compassionate) looked up from his bowl, stared into Elder’s desperate, pleading eyes, and said—


Then he shoved the spoon back into his mouth.

“Oh, I know!” Mugman said excitedly. “It’s your—”


Cuphead kicked his brother under the table. It wasn’t a hard kick; it was the kind of kick you give to someone who’s about to spill a very big secret about a very big surprise and make a large number of people very unhappy.

Mugman rubbed his leg.

“It’s your, uh, imagination,” he finished. “It must be. Because as far as I know, this is just another day.”

He’d gotten Cuphead’s message but still moved to the other side of the table. With a secret this big, you could never tell when another kick might be coming your way.

Elder Kettle let out a long, sad sigh. He was always excited about his birthday, and he’d been waiting all morning for someone to wish him well. But his friends hadn’t called, the neighbors hadn’t stopped by, and now even the boys had forgotten. The corners of his mouth sagged into a frown as he grumpily slid a half-burned flapjack onto Cuphead’s plate. Oh well. Maybe it was just another day.

Knock, knock, knock!

Or maybe it wasn’t! Someone was here! Someone had remembered! Elder Kettle rushed to the door wondering which wonderful, considerate, thoughtful neighbor had come to see him. As it turned out, it was none of them.

It was Hilda Berg.

Hilda Berg wasn’t a wonderful, considerate, thoughtful neighbor. Hilda Berg was a pest. Elder Kettle tried to hide his disappointment, but it wasn’t easy. Hilda was a tough one to like. First of all, she thought she was just a little bit above everyone else on the isles. True, she was a zeppelin and she did live in the sky, but did she have to be so snooty about it? Also, she was perpetually angry. Elder Kettle didn’t know why she’d come to see him this morning, but he was sure it wasn’t to say happy birthday.

“Good morning, Hilda,” he said.

“Good?” Hilda sneered. “You think this is a good morning?”

Oh, what a shock—Her Dirigibleness wasn’t happy. Elder Kettle sighed.

“What’s the problem?”

Hilda glared at him, her nostrils flared, and her body inflated to a size so large he thought she was going to explode.

“The problem,” barked Hilda, “is this!”

She lifted a tightly clenched fist (which was a scary sight on the best of days), and in it was a ball. It was round and white with horseshoe-shaped stitching along the edges, and it looked just like every other ball except for one thing. On the back side, scribbled in large black letters, were these words: PROPERTY OF CUPHEAD.

“Yesterday, I was tending my cloud garden—the loveliest in the entire sky, mind you—when this hideous projectile came crashing through it. It completely destroyed my prizewinning airigolds!” she snapped.

Airigolds, for anyone who’s never seen them, are charming little puffballs made of only the most heavenly cloud material. Each flower rests on a slender cloud stem with wispy white leaves that flutter gently in the wind—unless, of course, they’re smashed by a home run.

Elder Kettle scratched his chin.

“I see,” he said. “Well, I’m very sorry, Hilda. But I’m sure it was an accident.”

“An accident? It was a tragedy!” she cried. “Do you have any idea how difficult it is to raise a cloud garden? Each bloom must be coaxed from the delicate mist, then lovingly shaped into a precious form. I’ve spent weeks perfecting my airigolds. Then, in one thoughtless instant, that cloud wrecker—”

Her bony, accusing finger pointed straight at Cuphead, who was still at the table. He gave her an apologetic look. And he would’ve gladly explained to her that he’d made the hit of his life yesterday, the kind that climbs higher and higher and you think it’s never going to come down (but you’re still surprised when it doesn’t), and he certainly hadn’t been aiming at her cloud. But of course, he couldn’t tell her that—or anything else—because he had half a flapjack stuffed into his cheeks and it was impolite to talk with his mouth full.

Elder Kettle shook his head.

“I’ll speak with Cuphead, Hilda,” he said.

“See that you do,” she told him. “That boy is a menace. If he crosses me again, I’ll deal with him myself!”

Elder Kettle bit his lower lip and a little puff of steam rose out of his spout. He didn’t like threats, not first thing in the morning and definitely not on his birthday. He thought about slamming the door but, of course, he didn’t. Elder Kettle could never be rude to anyone. Not even to Hilda Berg.

“Good day, Hilda,” he said.

“Good day, indeed!” she grumbled, and stormed away down the path.

Elder Kettle closed the door and walked back to the breakfast table. He raised a disapproving eyebrow at Cuphead, but then set the ball by his breakfast plate.

“That must’ve been quite a hit. I wish I’d seen it,” he said, and smiled.

Cuphead smiled back. He was glad Elder Kettle wasn’t angry, and even gladder to have his ball back. There was nothing in the world Cuphead loved more than playing ball.

Elder Kettle sat down in his chair and drummed his fingers on the table. He really shouldn’t let Hilda upset him—not on his birthday. He leaned back, picked up the newspaper, and opened it.

“Hey! I know what special thing is happening today,” Mugman said, and Cuphead’s eyes grew to the size of donuts. “The carnival is coming!”

“Carnival?” Elder Kettle yelled.

Mugman nodded. “It’s right there in the newspaper.”

Sure enough, on the front page was a big, bold headline that read CARNIVAL COMING TO THE INKWELL ISLES.

Elder Kettle frowned.

“Oh no, not the carnival. Not here,” he groaned. “Not again.”

His mind drifted back to a time when he was a very young kettle. It was the last time the carnival had come to the Inkwell Isles. He remembered every sight and sound and scent. But mostly he remembered the clown who had approached him the instant he’d walked through the gate.

Guess your weight, sonny? the clown had asked in a chillingly spooky voice.

Okay, the little kettle had replied.

The clown had then lifted him into the air and shook him up and down and side to side, and never did guess his weight. But in the process, every coin had fallen out of the kettle’s pockets and he’d left the carnival without a cent.

Elder Kettle told the boys the frightening story. They needed to know.

“I want you to stay away from that carnival,” he said. “It’s filled with liars and thieves.”

The boys promised.

“It’s time for school; go get your things,” Elder Kettle said.

As Cuphead climbed back up the stairs, he thought about the carnival. He’d heard of carnivals, of course, but he’d never been to one—what were they like? Were they really as bad as Elder Kettle said? And if they were, why did people go to them? Not that it mattered, since he and Mugman had promised they’d stay away. Besides, if this carnival were any fun at all, the kids at school would be talking about it, and he hadn’t heard a word. So it wasn’t like he would really be missing out on anything—would he? No, he wouldn’t be—carnivals were bad places and that’s all there was to it. Anyway, tonight he had bigger plans. Much bigger plans.

This was going to be the best birthday of Elder Kettle’s life!

Cuphead walked into his bedroom. It looked different now, not at all like the wild wake-up scene from earlier. Everything was back in its place. Well, almost everything. He took the ball Hilda Berg had been nice enough to return (maybe she wasn’t so bad after all) and put it on the high shelf near the bookcase. And as long as he was in the neighborhood—


He grabbed Piggy.

“Hey, hey, watch it there!” the pink ceramic piggy bank squealed. “Take it easy, will you?”

“Sorry, Piggy,” Cuphead said, shaking him a little so he could hear the coins jingle.

“Well, I’m not a piñata, you know—so don’t get any ideas,” the pig said. “What are you doing, anyway?”

Cuphead looked around the room to make sure no one was listening. He lowered his voice to a whisper.

“I’m getting everything ready for”—he looked around again—“Elder Kettle’s birthday party.”

“Birthday party!” Piggy yelled.

Shhhhhh! Will you be quiet? He’s going to hear you.”

“So let him hear me. I love birthday parties! When’s the happy occasion?”

“Tonight, and you’re invited. But it’s a surprise,” Cuphead said.

He turned the pig upside down and shook him again.

“Hey, stop that! You’re making me dizzy!”

“Well, I’m sorry, but I need to get the money out for the present.”

“Money?” Piggy gasped.

He leaped out of Cuphead’s hands and landed on the bed. Suddenly, it all made sense. For the past few weeks, Cuphead had been stuffing him with money—fistfuls of it. It was a piggy bank’s dream! He was actually full for the first time in his life. And now Cuphead thought he could just come and take it back?

“Never!” Piggy cried.

Cuphead rolled his eyes. He’d been afraid this would happen. The gobs of money he and Mugman had been collecting came from Elder Kettle’s friends so they could all go in together on a really nice present, the kind that would make this birthday unforgettable. But Piggy wasn’t used to seeing so such money. And now that he’d developed a taste for it…

This wasn’t going to be easy.

“Calm down, Piggy. Let’s talk this over,” Cuphead said.


  • "[Cuphead] features illustrations by Studio MDHR's Miller that evoke the golden age of American animation, when Walt Disney and Looney Tunes were at their peaks. The book's tone blends the smirking asides of Tex Avery...with the heartfelt aw-shucks emotions of early Mickey Mouse cartoons. Fans of the Cuphead video game will delight, but even those completely unfamiliar will find plenty to enjoy here."—Kirkus

On Sale
Mar 3, 2020
Page Count
272 pages

Ron Bates

About the Author

Ron Bates is a novelist who writes about secret laboratories, bullies, evil robots, toilet monsters, super plumbers, cafeteria tacos, and all the other things that make being a middle-school student so interesting. A former newspaper reporter and humor columnist, he is the author of How to Make Friends and Monsters, How to Survive Middle School and Monster Bots, and The Unflushables. He also writes comic books, poems, and other stuff for kids who like to laugh. He lives in Texas.

Studio MDHR is an independent video game company founded by brothers Chad & Jared Moldenhauer. Working remotely with a team from across North America, Studio MDHR launched Cuphead on Xbox One and PC to commercial and critical acclaim.

Learn more about this author

StudioMDHR Entertainment Inc.

About the Illustrator

Studio MDHR is an independent video game company founded by brothers Chad & Jared Moldenhauer. Working remotely with a team from across North America, Studio MDHR launched Cuphead on Xbox One and PC to commercial and critical acclaim.

Learn more about this illustrator