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Cuphead, due later this year for Xbox One and PC, looks like Betty Boop meets a shoot ’em up meets a miracle. Studio MDHR’s game a 2D side-scroller where you do battle with giant paranormal carrots, boxing frogs, angry birds, queen bees, gambling contraptions and not-so-little mermaids. And all of that’s hand-sketched, inked and painted to resemble a 1930s Max Fleischer cartoon—an interactive mashup no one’s ever attempted before.

Cuphead lead artist Chad Moldenhauer gave TIME an exclusive look behind the scenes of how the studio animates the game.

TIME: I think it’s accurate to say that Cuphead looks like nothing we’ve seen in video games before. Right?

Moldenhauer: We were worried when we first set out with this style that there wouldn’t be a huge fan base, just that this had never been tried in games in the past. And there was no real love for cartoons, at least that you could see around people’s blogs, or around the Internet, or just talking to our friends. I mean, yeah, old cartoons are cool, but look at what Pixar is making.

Why do you think that is? Why do you think someone in gaming hasn’t drawn more on the language of cartoons?

I think it has to be partly that they have the same initial feeling as us, that there wouldn’t be a fan base for it. And the other side is that it’s a ton of work. We’re just dumb enough that we wanted to do something that we loved. When fans follow us, that’s awesome, but at the same time if we’re going to pour our hearts into the project, every day we look at it, it has to surprise us.

So this is a two-sibling project, right? You and your brother Jared are working on this?

Yes, he’s the big bearded feller.

I read somewhere that growing up, your parents bought you bargain-bin VHS tapes of public domain animation, is that right?

It’s just perfect coincidence that our parents probably both believed that the cartoons they grew up with were the best. So when we wanted cartoons, it was always perfectly acceptable to go rent or buy a bunch of Silly Symphonies cartoons, or any of the early Betty Boop, as opposed to the typical He-Man or any of the popular cartoons at the time. We just had always gravitated towards it, and I think it’s because the 1930s cartoons are very unique. And since a lot of stuff is, I don’t want to say outside of the box, but very crazy, we found that more interesting than a perfectly set plot of “bad guy has captured this crystal, and now you must watch the good guy get the crystal.” All the old ‘30s cartoons had really cracked out ideas that were fun to watch.

Even in our friends group growing up, they always said “Hey, these ‘30s cartoons are kind of funny, but we like this and this.” We always stood out as the weirdos who liked watching the ‘30s cartoons. So that had been in the back of our minds, and even as we saw the technology change in gaming, we thought hey, eventually people are going to be doing cartoon games. It’s going to be amazing when someone tries to do a cartoon game like the ’30s style. And it seemed to never happen. Mickey Mania’s probably the only true attempt, but the technology wasn’t there, so as cool as it was, it wasn’t an exact replica of what the ‘30s had.

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Sleeping Beauty and all the Disney stuff scared me as a kid, but in a way that was comprehensible. There’s something creepier and more subversive about the surrealism of the sort of 1930s animation you’re channeling in Cuphead. Why do you think that is?

We’ve pondered that for a while, like why are so many ‘30s cartoons so creepy? And it probably has to do with the fact that the animators were free to do whatever they wanted. So if they felt like this character should do something funny with his face and that was 100% out of character, they did it. But then when you watch it, it doesn’t make sense, it actually reads wrong.

Why would a character go from super happy to just insane and showing his gums like a wild dog because he wants a piece of candy? It’s only for two or three seconds, and then it cuts back to “Oh, the guy’s 100% normal.” It almost has a David Lynch vibe to the whole idea and flow of the animation of the time, and you can’t quite put your finger on why it’s disturbing, but it’s all the small pieces coming together to give it that feel. Having eyes and mouths on almost every object doesn’t help.

Like in Bimbo’s Initiation, where there’s a knife coming out of the wall and suddenly it has a mouth and teeth…

Yes, and it’s biting at him.

There’s a lot of sequence looping in these older animated shorts. Was it a budgetary thing? I notice you’re doing it in Cuphead, where it’s synchronized with the music and the gameplay.

We didn’t 100% think of looping when we began preproduction on visuals, but as we studied the cartoons, we saw it kind of synced up with how video games work. Almost every game has looping animation, and modern games try to hide it by having multiple paths to choose different loops and animations, so it seems much more natural. But it just happens to coincide that the style of retro game that we want and 1930s cartoons, the looping lends itself beautifully and fits the era perfectly. The reason they had a ton of loops was just as you said, budget and time. It was only in later Disney years that they didn’t reuse as many things.

I always find it funny when I think that the art director on The Little Mermaid demanded that all of the bubbles had to be hand-drawn, and they didn’t use digital techniques to replicate them. That’s the heyday of having way too much money for hand-drawn projects.

It’s a little like the historical cinematic 24 frames per second ceiling, where that’s how slow you could go before the audio started to stutter, all to save money on the cost of film.

We’re also of the belief that 24 frames per second adds to the surrealism and the fantasy of movies. It feels more cinematic to watch 24 frames per second, like the picture’s removed from the world. As you approach the higher frame rates and it looks closer to real life, in our minds it takes away that magic. It starts to look like you and your friends got together and made a movie in your backyard with your home video camera.

I’m completely with you. I guess I prefer the distance?

That totally makes sense, and that’s why we purposely run all of the animation at 24 frames per second. But our gameplay is at 60 frames per second. So it’s technically the most responsive gameplay, except you don’t have to look at visuals that are too smooth.

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That sounds really trippy. So the gameplay is continuous and the animation skips frames?

Yes, it holds frames. When you hold right and watch your character run, that group of animation is actually moving across the screen at 60 frames per second, which is technically slightly different from cartoons of the era, because they’d be moving at 24. But the animation on top of that runs at 24 frames per second. If you’re a really hardcore purist and you watch Cuphead, you’ll say “Oh, I can see the very minute differences, because the characters are running around smooth.” But with the amount of action that’s going on in the game it’s almost impossible to feel unless as I said you’re just hardcore about only making sure everything’s at 24.

Any games in particular that influenced Cuphead from a gameplay standpoint?

From a strictly gameplay perspective, we grew up playing the classic run-and-gun game like the Contra series, especially Contra III: The Alien Wars on Super Nintendo or Gunstar Heroes on Sega Genesis or spaceship shooters like the Thunder Force series. We’ve had this style of game in mind since we were teenagers.

Walk us through what led you and your brother from playing to wanting to design a game.

The major influence comes from devoting most of our youth to playing way too many games, just collecting and overanalyzing them. The groups of friends we had loved analyzing film and games, so we grew up with this designer’s mentality.

Jared and I have no experience programming and I don’t think we ever will. We brought people into the company that could program, so there was no ramp-up time. We knew that if we actually wanted to code and stuff it would be years before we could ever bring a game that we loved out. But the main drive that got us going was that the indie game scene exploded after the Super Meat Boy, Braid, Limbo, Castle Crashers era hit. We realized that two- and three-man teams could make games, and even earn a small living. Now that our team’s up to 18, it’s a little different than a three-man team, but this is what happens when you reach for the stars.

When we were in our early 20s, we dabbled with game design and making some demos that didn’t go anywhere. But there was an indie scene in the early 2000s that was starting, and we assumed we could jump in with these hardcore gameplay games. But that early 2000 indie bubble was mainly puzzle games, BookWorm Deluxe and Super Collapse!, and there was never really a place like Steam to sell indie games. It was mainly people selling their puzzle games to these portals that were known for mainly these simple puzzles . . . almost what mobile games are now.

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Why go PC and Xbox One exclusive with Cuphead?

Cuphead is lifetime exclusive on Xbox for the console space, but in the PC space it’s going to be on every platform we can. So we’ll launch on PC and look into Mac and Linux thereafter.

But without Microsoft’s help and support, it would be hard to get to where we’re at today. For my brother and I to dump so much into this game and remortgage our houses and just put everything possible in to make this, it would’ve probably never happened, because it would have never reached the audience without the tons of marketing push that Microsoft’s been doing.

Our original idea was much smaller scope, eight to 10 bosses, nothing really crazy, and it would have just been a small indie game. But the current scope, thanks to Microsoft, is exactly what we dreamed of. So it’s a double-edge sword. Sure, Sony fans aren’t going to be able to buy Cuphead on their system. But at the same time, the people who do get to play Cuphead will get the full experience and not the smaller portion a three-man team was trying to pull off.

What changed?

The focus of the game is still the boss fights. But let’s go back. The original scope was eight to 10 boss fights, and almost set up like Mega Man, where you just select the boss you want to play and when you beat him you move on to the next one. But we had a wish list of things we wanted to do. So as the game caught on, we expanded the scope to include a bunch of different world maps, and there are now side scrolling platforms levels separate from boss levels.

So you can think something like Super Mario Bros. 3, but instead of a bunch of levels, you have bosses, and in-between those bosses there are these small platforming levels. And we’ve added many more weapons and secrets and more story. It’s just fleshed out to be much more of a final polished product than our original scope which was like a small demo of what our dream would be.

Epic Mickey game designer Warren Spector asked you why you didn’t make Cuphead a 3D game, and you pushed back on his assumption that 3D’s a progressive development.

In the grand scheme, I hope people eventually realize that either 3D or 2D isn’t the reason why things are better or worse. You know, it’s the underlying story, the gameplay. That being said, real 2D animation on paper isn’t as easy. And it isn’t being taught in a ton of schools like it was 20 or 30 years ago. So it’s a dying art, and there needs to be a resurgence before you’re going to see a lot more of it.

It has analogues to what’s happened to certain idioms in music, like jazz.

What’s beautiful about music is that real instruments still prevail. There’s groups for almost every facet of the music industry that all believe in real instruments, and people are still trained with real instruments. Whereas on the animation side of things, I’ve talked to students and their professors tell them “Do not get into 2D animation, aside from doing it as a hobby. You will never find a real job. You’ll be working at a grocery store instead of in the animation field.” It’s not dying, but it’s definitely being pushed away as a real medium.

It breaks my heart.

It breaks ours too, for sure. The old Disney was art for art’s sake, you know, and let’s push art. And then the corporate mentality comes along and establishes that this is the only way to keep growing and earning more money. But you do that while stepping on everything else.

So the only hope is that there’s a bunch of people who are crazy or stupid enough, that get into projects hoping to earn enough just to live. Nothing crazy, just like anyone working a job earning enough to pay the rent and buy food, but no focus on starting a project hoping and wondering how much money can be made and focus testing the s*** out of something so a million people can like it instead of the hundred-thousand that might have loved it.

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These videos you’ve shared drive home the amount of work and craftsmanship that still goes into hand-drawn animation.

Even though we know how much work goes in, it’s interesting to watch that video and see that if you don’t speed it up, over 25 minutes of work goes into one frame. Things can be sped up here or there, but when you think about doing complicated stuff, it’s pretty wild.

Assuming there’s life after Cuphead, what kinds of things about gameplay do you find most interesting going forward?

My brother and I grew up playing games from the NES era, like playing a stupid amount all the way up to the 32-bit, the Sega Saturn, the PlayStation One era. And of course, always spending time at the arcade. That whole, let’s call it 1986 to 1997 or 1998, covers all of the genres we love, and that would probably be our focus in terms of where we go next, whether with our own flavor or a mix of genres that hasn’t been done before.

Definitely for gameplay, you won’t see us doing any modern, experimental stuff. It will be gameplay driven, arcade styles of games. And it’s safe to say that as long as Cuphead is profitable enough to keep us afloat, to create more games, we will always focus on hand-drawn 2D animation. Not necessarily from the 1930s, but every era has really cool stuff that can be borrowed from or reworked into games.

Our next game, we probably have six or seven gameplay ideas that we’re just tossing around, once or twice a month. And for the visual style, we have four or five different styles that have been done through the eras that have never been done in a game. So our goal is definitely to make games that we love until we can’t make games.

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Write to Matt Peckham at matt.peckham@time.com.