The character you’re thinking of is Hilda Berg , a boss in Cuphead who transforms between a human nurse and a blimp-like monster.

Who is Hilda Berg?

  • Role in the game: Hilda Berg is one of the main bosses in Cuphead , encountered in Inkwell Isle Two.
  • Appearance: In her human form, she’s dressed as a 1930s-style nurse with a pink/salmon skirt and ballet flats. During her boss fight, she alternates between this nurse form and a giant blimp form that attacks the player.
  • Famous animation: The moment people often refer to is when, during her fight, she briefly lifts or hikes up her skirt as part of the transformation/attack animation. This is done in a stylized, cartoonish way consistent with the game’s 1930s animation aesthetic, not as explicit content.

Why the confusion?

There are a few reasons this specific detail gets asked about:

  • Meme culture: Short clips of that skirt-lifting animation have circulated as memes and GIFs, often detached from the full boss fight context.
  • Misremembered details: Some people misattribute the animation to other characters (like Ms. Chalice or random NPCs), but the skirt-lifting animation is specifically tied to Hilda Berg’s boss fight.
  • “Old lady” description: She’s not exactly an “old lady,” but her nurse outfit and vintage design can give that impression to some viewers, especially in low-resolution clips.

Notable facts about Hilda Berg

  • She’s one of the few bosses in Cuphead with a clear “human” form that you see before the battle intensifies.
  • Her fight is known for its phase changes and visual flair, leaning heavily into the game’s 1930s cartoon inspiration.
  • The design and animation are intentionally over-the-top and comedic, matching the tone of classic cartoons from that era.

If you’re thinking of a specific scene where an older-looking woman in Cuphead lifts her skirt, it’s almost certainly Hilda Berg’s boss introduction/attack animation in Inkwell Isle Two.