Before the “House of Mouse” forever associated cartoons as a genre predominantly for kids, animation wasn’t quite so family-friendly. The video game Cuphead resurrected the surreal and terrifying style of Fleischer Animation and Disney Studios early cartoons. Best of all, Cuphead doesn’t market itself as unsettling, the game is rated E after all – its biggest offenses (according to the back of the box) being gambling and tobacco use. Instead of inserting frightening aspects into the game, the developers (Studio MDHR) heightened what was already present in a lot of early cartoons. Gamers who look between the hand-drawn lines of animation will uncover a nightmare of body-horror, black comedy, and terror.

Old cartoons, even more than silent films, feel like they’re from a different planet. Modern viewers usually note several unsettling qualities of retro cartoons. One of the most obvious ones is a bounciness featured in those early films. The “bouncing” was due to the popular animation style of the time nicknamed: rubber hose animation. It was a technique where character’s bodies lacked sharp edges or joints and instead had bendy long black tubes for appendages. Combining this with simple repetitive animation (bouncing) was intended to make the film’s more alive and better animated. What was cost-cutting in theory, turned out terrifying in practice. Other upsetting aspects of those films went beyond the limitations of animation of the time though. These unsettling storytelling choices were very much intentional.

Early animated films often feature a strange set of intense moralistic values (which Cuphead also plays up). The perfect example is “Swing You Sinners” (a 30’s Fleischer Studios cartoon ). In “Swing You Sinners,” a happy-go-lucky dog named Bimbo steals a chicken and is hounded by the forces of hell until a giant skeleton eats him. Being dragged to hell for chicken theft might be a tad excessive of a punishment, regardless, this Puritan “all or nothing” value system was present in many cartoons of the time. There aren’t any concrete theories as to why these cartoons had such harsh morals, though the fact that cartoons at the time weren’t exclusively produced for children certainly had something to do with it. Still, one could argue that the idea behind these intense parables stemmed from an attempt to teach kids about right and wrong (in the scariest possible way apparently). The idea is similar to Grimm’s Fairy Tales, which, on the surface, were about princes and princesses but also sneakily featured incest, murder, and torture. Together, the morals and quirky stylistic choices of the era create a bouncing nightmare of cheeriness – which is exactly what Cuphead is.

The biggest antiquated animation motif Cuphead’s creators borrow is of course the ever-present smiles on the game’s mascots. Both Mug Man and Cuphead are fitted with a set of vacant coin-eyes and toothy-grins, previously featured on mascots like Felix the Cat or Bimbo the Dog. The smiles are doubly unsettling since players spend the majority of the game murdering other cartoon characters. Cuphead extends this frightening aesthetic choice into other aspects of the game’s world. Minor opponents are all equipped with resting states, a default animation cycle to return to when they’re not engaged. The resting states for most minions is them simply grinning ear-to-ear along with a Judge Doom-like set of unblinking eyeballs. The result is as if the cast of stuffed animatronics from Splash Mountain gained sentience and went “Westworld” on unsuspecting guests.

Cuphead also adopts the perverse morals of the cartoons it takes inspiration from. The game’s story is presented as a fairytale that follows our heroes as they’re turned into indentured soul collector’s by the Devil as punishment for gambling their own souls away. Again, this is a throwback to early cartoon works like Disney’s Pinocchio, which featured the deceptive Pleasure Island (a local not too dissimilar to the Devil’s Casino in Cuphead). Like poor Pinocchio, our child-like protagonists are sucked in by adult vices and punished for it; although they’re thankfully spared this fate. Then there are the bosses.

One of Cuphead’s biggest achievements is creating horror from its boss fights through the natural extension of rubber-band animation: body horror. Each boss in Cuphead has multiple phases, with each phase distorting and mutilating the bosses original form. Enemies rip off their heads, morph into strange shapes, and much worse. By the end of fights, bosses barely resemble their kid-friendly first appearance. As the bosses slowly stretch and warp, they transform into the full realization of Cuphead‘s thesis: there’s a fine line between creepy and cute.

Cuphead’s guise of being a “kid-friendly” cartoon game was a massive success. The E-rated title was one of the best rated games of 2017 and is still incredibly popular two years after launch. Surprisingly, the game did end-up especially resonating with younger fans, inspiring a line of toys, blankets, and an air-freshener (yes that’s true). Studio MDHR did their job so well that most players don’t pick-up on the latent horror themes in the game’s story and presentation. Much like when audiences were heading to watch Bimbo or Mickey’s latest exploits, few realized that this wide-grinned cartoon had its roots in horror. But, the further gamer’s progress, the more they understand that something deeply twisted is lurking under the surface of each cell of animation.