Duke Nukem Forever Walkthrough - Guide for Duke Nukem Forever

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As this is a highest difficulty run I will assume you have collected all ego 
rewards and have completed the game on Let’s Rock difficulty to unlock the 
improved freeze ray which will make your time in the second half of the game 
far less frustrating. Also on a control note I had both sensitivity (horizontal 
and vertical) settings on two for the whole game, making overshooting your 
target less likely and movement smoother during the turret sections.

This is the first written guide I have posted so please leave any comments, 
suggestions or alternative strategies and I will update and credit you in the 
guide if I am able (email: [email protected]). I have also posted this 
under my regular username Bahumaut on the Xbox360Achievements.org website - 
Damn I'm Good Guide/Walkthrough as well as posting it on www.neoseeker.com and 

Common Enemies:

Assault Trooper: Weapon - AT Laser (able to fly)
Assault Captain: Weapon - Captains Laser (able to fly and teleport)
Assault Commander: Weapon - Charge and Missiles (able to fly)

Enforcer: Weapon - Enforcer Gun (sometimes uses a shield and fires heatseeking

Berserker Pigcop: Weapon - None (rushes and jumps towards you)
Pigcops: Weapon - Pistol, Shotgun and Ripper (will often run towards you)
Super Pigcop: Weapon - RPG launcher (will stand in place or move slowly towards

Pregnators: Weapon - Grabs/ Fluid (locks you into quicktime event or fires
ranged projectiles at you)

Octababies: Weapon - Teeth/ Claws (will rush at you)
Octabrains: Weapon - Debris/ Energy Blasts (will usually sit back and attack
from range)


Stop pissing about and make your way to where the troops are coming up with a 
strategy. Move up after them and proceed to get knocked on your ass. 
CHECKPOINT. Move down the now open corridor and pick up the devastator to 
make your way up into the stadium. 

Boss Battle - Cycloid Emperor 


Missiles - Strafe and run to avoid
Ground Pound - Move out of the way, this is easy to avoid
Charge - Keep an eye on his jetpack (flames will appear) and start dodging 
early to keep safe

Lay into him with your devastator while you circle-strafe around him, his 
missiles are far faster in this difficulty so run instead of just moving if 
your health is low. Devastator ammo will be dropped from the sky marked by 
flares (69 ammo, heh) starting after you run out of ammo for the first time. 
He will begin to charge around the stadium which is easy to avoid, just take 
your shots when he stops moving and keep your ammo topped up. After wearing 
him down he will eventually drop. Press X and tap A rapidly to finish off the 

Enjoy your ‘reward’ and finish talking to your babes. Move out of the room and 
step into the elevator to finish the level.


Stroll on down to the set, signing an autograph on the way and step onto the 
stage. Exit the stage for a CHECKPOINT and punch out the ‘talent’ if you feel 
like it (achievement). Follow the escaping civilians, as they flee get 
in your personal elevator and head on up. The power cuts out so open the 
emergency hatch and climb out the top. Force the doors open and walk up the 
stairs to find some wannabe on your throne. Snap the picture and take a seat 
on your throne to finish the level.


Step off the platform and proceed to get cock-blocked by your superiors. After 
the chat is over head through the door at the rear of the room. CHECKPOINT. 
Punch out the alien in the door then rip it open. CHECKPOINT. Grab an 
object and use it to kill the assault trooper crouching in the corridor. Open 
the door to the gym and give yourself a workout by beating down the two 
assault troopers inside. Rip open the hatch and climb into the tunnel, avoid 
the flames and exit into another corridor. Throwable items are on a ledge to 
the right and you can either punch out or throw items at the two assault 
troopers. As you go through the next door two more assault troopers will fall 
from the ceiling. Punch/ throw items at them and keep going. 

Enable your Duke vision and climb down the pipes to get the jump on two 
assault troopers. CHECKPOINT. Open the door and grab a bin to throw at the 
blind assault trooper, beat up the next two assault troopers. Another barrel, 
another two fatalities. Use the tilting pipe to reach the next area. 
CHECKPOINT. Kill the guards (more assault troopers) and pick up your first 
weapon (AT laser). Use this and melee to take out the remaining enemies in 
the circular room. Open the door to the next room and prepare to be rushed 
by four enemies, retreat to the circular room if need be to stay alive. Use 
the toy monster truck to retrieve the battery from the shelf and return the 
way you came. Put the battery in, grab the steroids and down them along with 
the beer. CHECKPOINT.

Large numbers of enemies will start spawning all around the room. Go nuts 
until they wear out and then retreat out of the circular room to pick off the 
last couple of enemies. Don’t let your guard down as two berserker pigcops 
will rush into the room. Use your gun to kill them off as quick as possible 
(ammo doesn’t matter here). CHECKPOINT. Head down the new tunnel and pick up 
your piece. Next is a long corridor with 8 assault troopers one after another. 
Pick them off with headshots with the pistol or just spam them with your laser 
(they drop more ammo). Four more enemies are playing around with your turret 
so show them your guns. Interact with the turret and you will rise up to the 
surface and the next level. 


This is definitely the easiest of the turret sections (get used to the turrets 
feeling like they do no damage) so use every spare second you have to fire on 
the mothership. One piece of advice I can give you is that if you tap the 
aiming button you still fire at the same rate but your heat doesn't raise as 
much and you will snap towards targets slightly. You are on a timer for this 
level, leave it too long and the mothership will just blow your ass up. 
Enemy dropships release assault troopers towards you and attack ships bombard 
your turret with laser fire. Aim for the middle ships as they fly towards you 
as the others do nothing. Tactics are, blow up a ship, take a few shots, 
recharge and hit the next ship and so on. There’s nothing else I can really 
tell you as it’s a matter of practice and skill. If all else fails buy a 
bigger TV so you can see the ships earlier (kidding). After the ship blows 
and things go downhill, you wake and crawl into a vent. Follow the linear path 
to the next level.


Start by exiting the vent to find you are on top of a lift with a woman who is 
not coping with stress too well. Rescue both her and yourself by grabbing the 
brake and slowing the descent of the lift. Force open the doors to find 
yourself the size of a toy (so many things are wrong about this). Push the 
trolley out of the way and use the kid's RC car to follow the hallway. Follow 
the path as it circles around the large room until you reach the ground floor. 
Carefully make your way around the thin ledge and use the ramp and golden 
statue to clear the gap. Roll under the door for a CHECKPOINT.

You will enter a darkened room, follow the path to exit out another half closed
security door to see yet another person being killed by an assault trooper. 
However this is when they start to notice you so avoid the trooper as best you 
can and jump the large gap to reach a dead end and the end of the level.


Cross the room with the two assault troopers and slip under the security door 
to find another that is just a little too low for your car. Hop out and crouch 
under the door to find a set of roulette tables and some dead EDF troopers. 
Grab the pistol ammo if you need it and jump up onto the table. Cross over 
and make your way to the door switch. Press it for a CHECKPOINT and the door 
will open up. Climb back in your car and follow the trail using the obviously 
placed ramps to progress. Once you crash land and lose your wheels push the 
trolley over to the switch and climb over the couches to open the gate.

Restore yourself to full size and quickly grab your trusty shotgun as you and 
your babes are about to be ambushed. Assault captains will start teleporting in
so use your shotgun to dispense some pain. The pillars crumble if they are shot
enough so don't rely on them too much. Rush the enemies instead if you can as 
it makes it far easier to hit them with the shotgun instead of flailing wildly 
and wasting ammo. If the captains remain flying use your pistol to make them 
crash to the ground. Once the final one eats lead the twins will be captured 
and Duke will be most displeased (read: pissed). Use the ammo stockpile on the 
ground if you haven't already and force up the security mesh. CHECKPOINT.

A difficult section will occur here (if you don't know the trick), jump over 
the pit and then as soon as you hear the berserker pigcops spawn run back the 
way you came and clear the pit. The pigcops will hop up and down on the spot 
and remain in the same location. Use the pistol to pick them off like ducks at 
a shooting gallery (four in total if you use this trick or six if you don't). 
Once they have ceased to be jump the pile of rubble blocking your way. 
CHECKPOINT. If you move forward and to the right after clearing the rubble 
there is a stash of ammo that will be very useful for what is ahead. A 
berserker pigcop will attempt to rush you so use your shotgun to send him on 
his way. After a few more shakes rock the building a spotlight will shine down 
showing you where the next waves of enemies will spawn (there is also a beer 
hidden in the central area to make life easier later, I wouldn't use it now 
because it is useless after the berserker pigcops as you want to be able to 
see where to aim - and you will need it in Lady Killer Part Three).

Wave 1) Berserker Pigcops x 2
Wave 2) Shotgun Pigcops x 2
Wave 3) Assault Troopers x 2
Wave 4) Assault Captains x 2
Wave 5) Assault Captains x 2

Rush the two waves with your shotgun and they should pose little threat. The 
next three are easiest with the same tactics (just more dangerous) race up to 
them and blast them when you can. Unfortunately there isn't much I can tell 
you to make this fight easier. If you have at least 20 shotgun ammo you should 
be golden - I had 14 remaining at the end of this fight (take advantage of 
executions when you can as they make it far easier). There is some more 
shotgun ammo to the left of the glowing golden door when you are done. 
After passing back through the area with the switch you will arrive in the 
room with the car to be won. CHECKPOINT. Some steroids will be right in front 
of you as you enter.

Wave 1) Assault Troopers x 2
Wave 2) Berserker Pigcop
Wave 3) Assault Captains x 2
Wave 4) Berserker Pigcop
Wave 5) Assault Captains x 2
Wave 6) Berserker Pigcop
Wave 7) Berserker Pigcops x 2

I would wait until at least wave five before using the steroids to wrap up the 
fight. Dodge the laser fire (easy to dodge) and put a shotgun shell in the 
assault captains and troopers brains in the first few waves and backpedal fire 
for the pigcops. When the second berserker pigcop spawns use the steroids and 
race around killing everything. The duration should be more than enough to see 
you through the rest of the fight. There is some shotgun ammo to the right of 
the golden door so top yourself up before moving on. Sprint jump across the 
gap to reach the end of the level.


As soon as you round the corner two assault troopers will be waiting to blast 
you. Run up and bring them some pain. Jump over the fallen statue to find 
another corridor with more assault troopers inside. If you don't jump over the 
column they will just run back and forth with the column blocking most of their
fire. Take care of them with the pistol and follow the corridor to come face 
to face with yourself. This is the first puzzle of the game so it's pretty 
easy. First rotate the Duke figure until his immovable arm is next to the 
building directly to your left. Then raise his other arm as high as you can 
and press the alien attack button (RT). Exit the panel and jump up the now 
lowered buildings to the right and circle around until you reach the figure. 
Jump onto his lower arm and climb up his shoulders then jump across the gap to 
reach the upper level (and punch out the guy who wouldn't shut up during it - 
I wish). CHECKPOINT. A shotgun pigcop will rush through the door, so make him 
see double (as if he wasn't already) by blasting him in the face. Climb in to 
the air vent and drop down.

When you land you will see a wall of activated trip mines, a pistol and an 
ammo crate behind you. Use the pistol to shoot out the barrier and repeat 
this process as you walk down the corridor. Once you create the wall of 
flames, follow the on screen hint and shoot the fire extinguisher. Repeat 
this tactic until you reach a pile of trip mines and a CHECKPOINT. Open the 
door to be accosted by four berserker pigcops (your ally will help a little). 
And get ready to face your first assault commander (plus his two shotgun 
henchmen). There are is a beer in this room and if you still have the other 
one from the earlier part of this mission you should be fine. As he spawns 
drink the beer and take out his two henchmen. After that fire away until the 
beer wears off. Grab the beer on the right of the area (easiest access) and 
resume firing. After this one wears out you should only need a few more hits 
to finish him off. Walk through the doors and talk things over with General 
Graves before things fade out and the level ends.


Start off by picking up the ripper which is sitting in front of the halo power 
armour and approach the fire fight. 

1) Ripper and Shotgun Pigcops x 3 
2) Assault Captains x 2
3) Berserker Pigcops x 3

Use the turret to kill off the first two waves and then back off and let the 
EDF troops deal with the charging pigcops, shoot them if you want (or let your 
allies kill them) and kill any that head directly towards you. Restock your 
ammo at an EDF crate before continuing. A few pigcops will make a stand on 
the road ahead. Feel free to burn some ammo as they use rippers and pistols 
so you should be back to full at the end of combat. When the bridge is shot 
out from under you just fall off, this will keep you safe from the drop ship 
fire. Circle round again and pick off the two flying Assault Captains and 
continue on. CHECKPOINT. 

When you drop into the next area more pigcops spawn. 

Wave 1) Pistol pigcop, Ripper Pigcop and RPG Super Pigcop
Wave 2) Assault Captains x 2

The Ripper and the pistol carrying ones will come directly at you so hide in 
the small bridge room and unload the ripper on them when they come knocking. 
After killing the first two pigcops off a few more teleporting Assault 
Captains will arrive. Just be careful of the RPG pig squatting on the bus 
roof. He doesn’t move but he packs a wallop. Be aware that the captains can 
and will teleport next to or even right in front of you if you shoot at them. 
After killing them just poke your head out and take pot-shots at the big 
piggy until he bites the dust.

Pick up the steroids in the EDF box (right path) and move on. Next will be 
four unarmed pigcops, don't bother with the turret as they will overwhelm 
you too fast (although do take careful note of the red barrels hidden under 
their drop point), just let rip and do some fancy footwork to keep out of 
reach (Don't even try the pipe bombs as they roll everywhere and the pigcops 
just aren't damaged much by them). If you still have any ammo left, good for 
you otherwise go back and pick up a captains weapon so you have something at 
least. After this you will find a "strategically placed" RPG (boss fight....
duh), so grab it and drop down into the pit of despair (not literally). 

After a bit of ball scratching on your allies behalf, pigcops will be dropped 
in with you. 

Wave 1) Ripper Pigcops x 3
Wave 2) Ripper Pigcop and Assault Captains x 2
Wave 3) Ripper Pigcops x 2 and Super Pigcops x 2

There is a truck near a wall which provides excellent cover for this section 
so make use of it. Fire off your RPG as there is ammo everywhere. Make sure 
to pick up a ripper when you can for the berserk pigcops (explosions in face 
= not good) and restock when everything’s dead. CHECKPOINT.

Boss Battle - Battlelord:


Homing Missile/ Grenade - Get behind cover or sprint to avoid this
Machine Gun - Strafe behind cover this does generally slow damage to Duke
Stomp - Avoid getting close to the Battlelord as this is what kills players

In comparison to the waves beforehand this boss is actually relatively easy 
(despite his appearance) and is mostly a simple game of ring around the rosy 
(central pillar in this case). He has three main attacks: a homing missile, 
a rapid fire machine gun blast and a stomp if you get too close. As a boss 
he is only weak to missiles and explosives (forget the explosives here though). 

Essentially just circle round the pillar taking locked on shots whenever you 
can. Remember to run if you are hit by the missile as he will immediately 
follow that with his machine gun fire and avoid getting close at all costs, 
that stomp can screw you over. Try to lure him so he is locked in his machine 
gun firing stance when you make a run for the ammo crate (don't go for the 
one in the container as it is too exposed, only use the one in the water) 
After enough circling you will stun him, just run up and press X and get ready 
to tap A as fast as you can (you don't want to do that again do you?). While 
he's reeling walk up to his 'nads and press X to pummel home your point. 
After the boss is kaput walk over to the pipe cover and it will burst open 
providing you with your exit to the level. 


Jump over the electrical pool using the pallets in the water. Shoot the fire 
extinguisher on the corpse that is hanging from the pipe above. An EDF crate 
containing beer and a pipe bomb can be found in the shipping container 
underneath the two people who talk to you as you enter the area. A dumpster 
will be lowered for Duke to get in (sucks to be those guys though), so hop 
aboard the bullet train (excuse the lame joke). 

Quickly pick up the RPG and ripper off the floor. You will see a pigcop climb 
up to a window above and to the left of you as well as an assault captain who 
appears in front of you. Use the ripper to take out the pigcop by shooting the 
red barrel in the window he entered and then shoot the assault captain. 
Another assault captain will jump up on the scaffolding to your right, take 
care of him and then use the EDF crate to reload. Four assault captains will 
arrive in a truck that smashes through the wall (next to some convenient 
explosive tanks). Use the cover on the left to stay alive and reload after 
killing them. Two barrel throwing pigcops will spawn from the right of the 
room next so shoot the barrels and watch them splat. Prioritise the pigcops 
as they will attempt to throw pipe bombs in the dumpster, messing you up 
badly. The explosions will also weaken the remaining two pigcops which makes 
them easy targets for your ripper. The crane will move up a level and three 
assault captains plus a ripper pigcop will attack you. Time your shot on 
the red barrel to weaken them all and then mow them down. Another wave of the 
same will spawn after killing the first, after killing them you will move on. 

Don't relax just yet as explosions will soon rock your container, a pigcop 
with an RPG is sitting on the roof so take him out. An assault captain will 
jump down landing on your ammo crate while another assault captain spawns in 
the parking structure. Duck back into cover, pick him off and then pick 
yourself up. Reload from the EDF crate and continue on your merry way, 
collecting the shotgun as you go. CHECKPOINT. Shotgun and Ripper wielding 
pigcops are waiting for you ahead and they're desecrating a statue of 
your buff self meaning it's time to make some piggies squeal. Move around the 
entry to this area and aggressively take them down when they are in shotgun 
range. Watch out for the shotgun toting pigcop (it might be worth using a 
couple of RPG rounds as that shotgun hurts in this difficulty). I would 
definitely recommend taking a shotgun for the next section if you don't have 
one already. Once you're done shoot the red barrel to lower a container and 
snag the two trip mines in the EDF crate inside.

Drop down and circle around the back of the demountable buildings to find a 
ladder to climb, do so and smash a glass panel to drop down into the building. 
Stock up on explosives and weapons before activating the switch as things are 
about to get messy.

Wave 1) Assault captain, Shotgun and Ripper Pigcop - via yard
Wave 2) Shotgun and Ripper Pigcop - via roof
Wave 3) Shotgun and Ripper Pigcop - via roof
Wave 4) Ripper and Pistol Pigcops x 4 - via yard
Wave 5) Super Pigcop and Ripper Pigcops x 2 - via yard
Wave 6) Berserker Pigcops x 4 - via yard

The first lot will spawn outside and are easy to take out with a ripper (don't 
forget the assault captain can teleport inside), the next wave is where the 
fun begins so throw down a few trip mines on the floor in anticipation. Two 
pigcops will drop in from above and will proceed to massacre you without 
those trip mines (with them they lock in place and are easy to kill, take out 
the shotgun wielding pigcop first and then concentrate on the ripper pigcop 
if you run low on health just dance around as you shoot to regain some 
(ripper pigcops suck with moving targets). The same thing will happen again 
so rinse and repeat, after this another attack will come from the yard 
there’s plenty of cover and a ripper or railgun to choose from so go to 

A super pigcop will burst through the fence, concentrate your fire and bring 
him down fast. This leaves you with two ripper wielding pigcops remaining. 
After wiping the floor with those two a group of berserker pigcops jumps 
over the fence rushing towards your building. After it tips over chuck a 
few trip mines down and pull out your trusty shotgun as they aren’t gone 
yet. Finish them off and finally you can take a breath. Retrieve the steroids 
and trip mine from the EDF crate in the shipping container and if you like 
an RPG launcher through the hole the super pigcop made in the fence. Pick your 
hardware, press the gate button and then manually override the gate. 
Drop down to start part two. 


Use the four blue barrels to weigh down the balancing shipping container 
so you can jump across (there is a EDF crate behind some breakable boxes in 
one of the containers with steroids in it). Don’t miss the EDF crate on the 
scaffolding with a shotgun and trip mine inside. Drop down for another... 
CHECKPOINT. Circle around the lot and two assault captains will spawn above 
you. They have no reinforcements so just play it cool (as in don't spray the 
place) and conserve what ammo you can. Climb up to the crane and walk along 
the arm (Duke doesn't follow safety signs). Drop down and shoot out the red 
barrels in the container (a pistol is in the small room next to it). Jump in 
and drop out of the newly cleared container and grab an RPG from the ute/
truck in preparation. Climb up the ladder and follow the path until you find 
the battery the crane needs to be operated. What's that noise? An attack 
ship will fly in and start blasting Duke and the surrounding area, so use 
that time to scurry into the small building at the bottom where you are 
safe from enemy fire (it also has a launcher inside). 

Use your RPG to put an overly large ding in the pilots ride. If you run out 
of ammo there are 3 locations. The small building at the base, the back of 
the ute and on top of the scaffolding, there is also an EDF supply crate 
against the fence but it is very exposed and risky to refill there 
(unfortunately you will have to as the ship takes at least twenty shots). 
Now wasn't that convenient the crashing ship opened a new path for you by 
dropping a girder down as a ramp. Run up to the crane and insert the 
battery. CHECKPOINT. Use the crane to tear the wall a new one (ignore the 
assault captains and just break the wall). Adjust the crane arm to make 
a bridge to the hole and jump on in for a glimpse of the next areas boss 
and the end of the level.


Get Duke up off his ass and moving, if you continued on in the campaign you 
should have some kickass weaponry to start this level off (if not you get a 
pistol (ooh, fear the pistol). Advance along the linear path until you 
reach a CHECKPOINT. If you look left after your first manual open door there 
is a dead EDF soldier with some pipe bombs and a ripper. Pick up another dead 
EDF soldier's shotgun and pipe bombs on the path ahead and get ready, at the 
next door an octabrain will fly into your face, three shots from the shotgun 
will kill it but ... damn. 

Move through the door and enjoy the sights if you feel so inclined, another 
CHECKPOINT will arrive before you move through the next door. If you want 
added security there is a launcher on the platform to your left before you 
confront your two babes again, after that mess retreat up to the platform 
and pick off the octababies (if you are out of reach they stand still for 
easy kills). 

After dropping down you will see another door protected by spines (this 
means you need a round bug-like creature to open it. The corridor full of 
octabrains will not attack on the way up the corridor but there are some 
octababies along the way. When you reach the bug a CHECKPOINT will happen. 
Melee it to get it to roll up and push it down the corridor. As you may 
have guessed the octabrains are up and about (two to start with) so use your 
shotgun and pipe bombs to take them down. Make sure you don’t push the bug 
down before killing the first two octabrains, as when the bug reaches the 
bottom two more spawn and attack. There is a trick to take advantage of here.
The octabrains can’t shoot through the v shaped area where the door is so 
run out, take a shot or two and retreat until they are dead or just use 
your ripper. Slot the bug in and walk through the door to enter part 2.

THE HIVE - Part 2

Triple melee the webbed bodies for ammo and explosives (one will drop a 
railgun if you prefer), and ready your ripper for the octabrain in the next 
room. Don’t waste too much ammo though (you can go back to restock before 
you drop down) as two more appear when you drop down from the ledge. 
Same drill so use your pipe bombs or ripper to kill them before they kill you. 
Jump up and ... great another bug locked door. Continue up the path and melee 
the webbed corpse. CHECKPOINT. Same situation as before, the octabrains will 
not attack until you steal their bug friend. Before you rescue it take careful 
note of the explosives pile (any ideas?). As you push the bug down the path a 
single octabrain will break out before the doorway. It takes 3 pipe bombs to 
kill an octabrain so I would advise a slow and steady approach by killing one, 
restock, etc. As you move forward two will burst out together so unload the 
shotgun or spam your pipe bombs to kill them quick. When the bug drops down 
get ready because three will spawn at the same time when you follow (Note: 
you can actually force them to spawn while you are still on the ledge which 
is a far safer bet as you can run back to safety to restock on bombs). Spam 
your pipe bombs and use what you’ve got. 

After they are finally dead you can move on until the next CHECKPOINT, if you 
look to your right there is a webbed corpse which provides ripper ammo and a 
launcher (not too great against octabrains as they return the favour). 
Continue on until you see the pregnator hatch, carefully move forward and kill 
them as quick as possible (if you are quick you can stop them spawning 
altogether). CHECKPOINT.

Next you run into a whole room full of pregnators, stay on the high ground 
and kill as many as you can before resorting to getting into close range. 
After you’ve killed enough of them an octabrain will spawn (you saved some 
pipe bombs right?). Three pipe bombs and the octabrain is toast (just be 
careful about the pregnators as they can lock you in place while the 
octabrain blasts you). Continue into the next room and move on to the next 


Drop down and pick up the launcher as well as some explosives, arc a pipe 
bomb onto the bouncing pod and detonate it to blow open the doors. Restock 
your explosives and continue onwards until you say hello to ... Queen Bitch.

Boss Battle - Queen Bitch

Until you damage her she won’t move and just sits there with her guard up. 
When you’re stocked and ready to go lob a pipe bomb at one of the jump 
platforms (the left was my favourite when I beat her on this difficulty). 
Then when it goes behind her shield detonate it. And now begins the killing, 
followed by light salad. She will spawn pregnators regularly until she 
reaches just under 1/3 health and then she will spawn octabrains 
(fair warning). She has two attacks, a slow charge energy ball (like the 
octabrains) and smashing you with her arms. This in combination with the 
pregnators ability to hold you in place can lead to some infuriating deaths 
and too many visits to the loading screen. 

There is an ammo crate on the left side (protected) and an explosives crate 
on the right (open) so when you need bombs you must run across grabbing them 
on the way, stop for a second next to the crumbling wall and then run back to 
safety, all the while not getting stopped by the pregnators. To damage her 
you must throw a bomb behind her shield, then as she’s dazed from the 
explosion unload your RPG ammo into her boobs (why yes she does have three 
breasts). The steps are as follows:

1) Kill the pregnator
2) Lob the bomb (2 chances, if you fail to stun her return to 1)
3) Fire all 5 missiles at her (no guidance necessary) while moving towards 
and away from her (this stops hits from the newly spawned pregnator).

And repeat, grabbing explosives as required. It all sounds so simple right? 
Then the octabrains come into the picture (Do not shoot them with the launcher 
if you haven’t worked that out yet). When they appear the Queen Bitch no 
longer hides behind her shield but rather shoots her energy ball at you if 
you come out of cover. All you can do is:

1) Spam grenades at the octabrain, killing it
2) Take 2 or 3 missile shots
3) Grab more explosives and ammo 

Until she finally falls, race and jump up to her head and press the X button, 
tap A repeatedly and congratulations, you’ve just killed the Queen Bitch on 
Damn, I’m Good difficulty. 


Condom - Men’s Restroom
Vibrator - Staff Locker Room
Popcorn - Security Room and Staff Locker Room

Grab the stuff and head to the champagne lounge


Enjoy the freedom of not having to kill things for a few seconds until the 
helicopter crashes for a CHECKPOINT. Use the gap in the railing and tentacle 
as a path, jumping across the gaps and shooting at the explosive pods. Shoot 
the eye guarding the path and grab the railgun before breaking through the 
pods to the platform below. Two waves of three assault captains will arrive 
via dropship shortly so grab the ripper or use the railgun to lay waste to 
them. Once they are dead a piece of the building will be knocked over 
creating a new path. Climb up (shooting the eye) for a CHECKPOINT. Spring 
onto the jump pad and climb the ladder to reach the most hated turret section 
in the game.

Start firing flat out on the first wave of three gunships and use the tapping 
trick as much as you can to kill them off. Then three assault troopers will 
arrive by drop ship. After another set of three gun ships three more assault 
troopers will be dropped in. Next is the most frustrating section in turret 
history. Twelve gun ships will rush you in pairs (for four waves and then 
four singles) until you are dead, no regeneration time or way of surviving 
their weapons unless you are damn good with that turret. I swear at times it 
feels like its firing blanks as the amount of hits you are expected to get in 
order to kill even one gun ship let alone two is ridiculous. Believe me the 
only way to survive this section is to master the zoom tap trick you can see 
used in various crash course videos on youtube if you are having some 

After barely surviving the barrage, two assault captains will spawn and 
start firing. Take these guys out and a final gun ship will fly in from 
the left side (close range) and start firing at you. Weaken the ship until it 
flees and you have a few seconds to breathe before it comes back with 
explosive ordinance. Shoot it down for the last time to leave the accursed 
I did and hated myself for it as I had to do the whole bloody turret section 
again, thanks very much for that Duke Nukem Forever. 

Jump over the teetering walkway for a CHECKPOINT and follow it to the next 
platform to find a ripper and a jump pad. Use the jump pad (flying over 
the explosive pods) to reach another ledge and a CHECKPOINT. Move along the
platform to see a dangling devastator and an ammo crate. You know what this 
means right? A gun ship will fly down and begin pelting you with machine gun 
fire. Use the columns/ tentacles as cover and blast away at the ship. Once 
you have done some damage it will start firing explosive blasts at you so 
keep out of the radius if you can. After a while it will go into a strafing 
run, moving to the far right side and then across the length of the platform. 
Overall it is an easy fight (especially considering what you've just been 
through) just don't get cocky as the explosives can come more than one at a 
time. When the gun ship falls you will get a CHECKPOINT and two assault 
troopers will appear and begin blasting. Just shoot them with the devastator 
and then change back to your normal weapon if you wish.

After killing the first two a third assault trooper will appear and initiate 
an event. Tap A rapidly and then punch the dirtbag in the face until his head 
explodes (apparently Duke's fists can do that). Ride the corpse (Ew) down 
until you break through the roof of the Duke Burger.


Pick yourself up (again) and head to the area behind the tentacles, in a 
room you will find a shotgun, pistol ammo and a pipe bomb on a dead EDF 
soldier. Make your way back down the hallway until you reach the restrooms. 
Step on the shrink pad and go through the small hole left of the cubicles. 
Grow again and pull the power lever. Smash the planks out of the way and 
then travel back to Smallville. Now that the way is clear, jump up the 
furniture to the hole in the wall and work your way forwards until you 
exit the level.


Fall through the roof (if you dodge the resize plate you can shoot open a 
gap and find beer and a RPG launcher), go back, resize and stock up on 
pipe bombs and ammo. Kick down the double doors and prepare to be pin 
cushioned by tiny bullets as around 6 tiny pigcops will spawn and begin 
blasting you. Conserve your ammo and re-enact the Broadway play stomp. 
After that’s done climb through the hole dividing the areas and shrink 

Watch out as more undersized pigcops will burst out of the cups and 
packages on the floor (ripper and shotgun). Use your ripper to take them 
out to avoid that shotgun. There will be more ammo as you move into the 
darkened area. Return to the light and climb up the pigcop figure to reach 
the counter. Another pigcop (pistol) will spawn but can’t reach you so 
just shotgun him in the head from the safety of high ground. On the floor 
of this area is a railgun so if you want it grab it. Climb up the pipe and 
wander along the shelf, step out onto the tentacle and jump off (get ready 
for some alien shrinking fun). CHECKPOINT. 

Melee the swarm of rats, take out the explosive growths in preparation and 
when you’re ready move close to the exit door. As soon as the assault 
captains x 3 spawn run to the rear of the area and bunker yourself amongst 
the arcade machines. The aliens will walk towards you, shrinking themselves 
in the process, allowing you to introduce them to your friend Mr. Shotgun. 
CHECKPOINT. Grab some of the ammo or weaponry on the floor if you wish and 
then travel through the door. 

You will see two shelving units on opposite sides of the room, climb up the 
one on the left (watch out for the mousetrap on the boxes) and get your 
ripper ready. As you step onto the shelf pigcops (ripper and pistol) will 
spawn on the opposite side, use the cans or boxes for cover and drop ‘em. 
As you climb to the next level another two pigcops (ripper and pistol) will 
be readying to throw cans at you, step behind the cover and shoot them in 
the head. Walk onto the box at the end (replenishing your ripper ammo) and 
make the leap to the opposite side. Climb the pipe, walk along the shelf 
and smash open the grate to see an assload of electrified water. CHECKPOINT.

This is probably the closest Duke Nukem Forever gets to puzzling so lets 
get to it. Fall off the boxes and keep an eye out for mousetraps (they 
hurt on this difficulty). If you move to the right of the area, the swarm 
of mice will take care of the traps for you. Jump up the red lifting device 
and onto the table, into the icebox and bounce your way onwards using the 
egg flips/ spatulas. Fall in the sink and jump over to the start button on 
the wall. Force open the dishwasher door to come to another CHECKPOINT.

Knock over the broom and be ready to take cover behind the Heinz can on the 
lower shelf. When the pigcops spawn take cover and keep an eye on the top 
shelf, another pigcop (ripper) will appear and try to shoot over your cover. 
Two more pigs (shotgun and pistol) will drop from the roof and another ripper 
wielding pig will appear on the top shelf. If you find yourself running low 
on ammo, there is a pistol behind the large can or a RPG launcher further 
along the shelf, so grab either and finish making the piggies squeal. Climb 
to the next level up and don’t try to run-jump across to the other side, 
turn around and use the other shelf to make it safely across. 

Grab the ammo from the dead pigcops and jump up to the next ledge. As you 
move along the ledge to the hotplate, the shelf behind you will fall, 
creating a ramp to the top level (don’t try to run across the hotplate). 
Climb the ramp for another CHECKPOINT and jump across the top of the heat 
lamp (carefully as it will swing like a pendulum). Climb down and cautiously 
make your way along the bottom shelf, meleeing any mousetraps. A pigcop 
(pistol) will appear on some boxes opposite so pick him off and run-jump 
across to the other side. Climb upwards once again to find a set of burners 
with a hotplate covered in burger buns. Roll the can onto one side of the 
burner, then quickly jump off and onto a bun. Jump down onto the overturned 
trolley and onto the corpse, Switch on and ride the waffle toaster and swing 
down to find another hotplate. (smell the sizzle). Jump across and finally 
flick the power switch to turn off the electricity in the room. Follow her 
to the now open door, jump up to the grate and move along the vent to finish 
the level.


Drop out of the vent, grow up again and take the ladder to the roof. Time to 
begin a rooftop showdown!. great. Grab the ammo and trip mines and the shrink 
ray (and the shotgun if you don’t have it) from under the dead scientist and 
grab the holoduke from inside the building. I won’t lie, this part is a 
real bastard.

Wave 1) Berserker Pigcops x 2
Wave 2) Berserker Pigcops x 2
Wave 3) Berserker Pigcop, Pistol Pigcop x 2
Wave 4) Berserker Pigcops x 3
Wave 5) Berserker Pigcops x 3
Wave 6) Shotgun and Pistol Pigcops x 3

CHECKPOINT - Gee, thanks

Wave 7) Enforcer
Wave 8) Enforcer, Berserker Pigcops x 2
Wave 9) Enforcer x 2, Berserker Pigcop
Wave 10) Enforcer x 2, Berserker Pigcop

CHECKPOINT - Slightly easier to reach this time

Wave 11) Assault Commanders x 2

Pigcops can and will use the door in the building so be wary of it. For the 
first wave I would suggest using two trip mines on the entrance to take out 
the first pigcop and then shotgun down the second. Second wave drop 3 pipe 
bombs at the door and once again shotgun the second pigcop. Use the interludes 
to grab more explosives. You should have enough trip mines left to kill the 
next berserker and shotgun down the two pistol wielding pigcops. Drop some 
more trip mines. then rinse and repeat and yet again do the same with pipe 
bombs for the fifth wave. Run around like a crazed man with the shotgun or 
use the shrink/shotgun combo to kill off the next few waves, dropping pipe 
bombs like a mentally deranged Santa. 

Finally the CHECKPOINT happens and shortly afterwards your first enforcer 
appears. You now have a choice, you can kill him normally (risky but you 
get his weapon - he takes 6 shots with the shotgun at close range) or shrink 
and step on him (safer but no weapon). Make your choice and act accordingly. 
PS: when you die/reload the checkpoint all the ammo and weaponry will respawn 
so pick up some shotgun ammo and explosives, you're going to need them. Use 
your shrink gun and trip mines to make this as painless as possible (those 
berserker pigcops are still a pain anyway). Once you've reached the final 
CHECKPOINT you can make this last fight a breeze if you have the following: 
shrink gun ammo, shotgun ammo and the holoduke. Use the holoduke, run 
out and shrink an assault commando and shotgun kill it in one hit. Repeat 
for the second and congratulations to you, you just beat an absolute bastard 
of a level. 


For the first section you don't really have to fire a shot as the enemies 
can't do enough damage to actually kill you. Shoot if you feel like and the 
pilot will say they are moving to the secondary drop point. CHECKPOINT. When 
you arrive concentrate fire on the towers first, then proceed to mop up any 
enemies on the ground. This section is pretty tame so just have fun (Make 
sure to shoot out the drop ships though). Once you land you will find an EDF 
crate with a couple of pipe bombs in it in the other building. Jump in 
the monster truck and a CHECKPOINT will go off. Follow the trail until you 
enter a cave to finish this level.


Follow the trail until you reach the highway (the enemies aren't much of a 
threat to the truck so you can normally ignore them). Bowl down any pigcops 
in the way and keep going until you run out of gas (this thing has worse 
mileage than a V8 supercar). CHECKPOINT. Ahead you will see a railgun and 
ripper lying against a barricade as well as an EDF ammo crate to your right. 

Wave 1) Ripper and Shotgun Pigcops x 3
Wave 2) Pistol, Shotgun and Ripper Pigcops x 4
Wave 3) Berserker Pigcop and Enforcers x 2

When the pigcops arrive, wait for the pigcops with shotguns to leap over the 
barricade and fill them full of lead. Keep a wary eye out for pipe bombs 
being thrown and use the cover to stay alive. Lean out and use your pistol 
or railgun to kill off the pigs on the other side. After the container is 
destroyed backpedal as enforcers are about to come out from behind the 
overturned truck. Kill off the berserker pigcop as quick as you can and 
use the monster truck as cover and shoot the enforcers with the railgun in 
order to win this fight. Travel towards the building and circle around the 
back. Jump up the wire reels and fall through the broken glass panel. Grab 
the gas CHECKPOINT and trip mines then exit the building. Fill the truck up 
and climb back in. Drive down the highway weaving to avoid the holes until 
you run out of road. Drive into the air to complete this level.


Follow the linear path (this section doesn't pose much of a threat so just 
follow the trail). One piece of advice is when you make a long jump and see 
a bridge in front of you, don't smash the thing when you pass under it as 
if you do it will make your trip over it shortly a pain. Drive slowly over 
the bridge and then floor it over the ravine to... run out of gas again. 

As you walk down the street a pistol pigcop will race out of the saloon on 
the right, back up and take him out. There is some ripper ammo behind the 
bar inside. Just be careful when you go in as there are three pigcops above 
with rippers. Pigcops will continue to spawn all around the surrounding 
area so you can either make a stand in the saloon, the empty building across 
the road or retreat back down the street. Once you kill the pigcops an 
enforcer will spawn in the barn at the end of the street. Use your railgun 
to pick him off if you can. A few more pigcops will spawn, kill them and 
you will then get a CHECKPOINT. 

Now, checkpoints tend to happen before something nasty happens yes? An 
assault commander will burst out of the barn and you will most likely be 
out of railgun ammo at this point. Another pair of berserker pigcops will 
also spawn, get rid of them with explosives or a barrage of ripper fire and
then concentrate on the assault commander. I would suggest using the house 
across from the saloon as your base while you pick away at his health. After 
you kill him you can restock from the dead pigs and a CHECKPOINT will ensure 
you don't have to do that fight again. 

Head for the barn and complete the puzzle inside to claim your next gas can. 
Drop down and leave the bar, a CHECKPOINT will inform you that you are about 
to be attacked. Sprint down the main street, hide behind the truck and fill 
it up. Race down the street and splat the pigs, take the ramp behind the barn 
and drive into the cave to finish this level.


Follow the path until you find a pair of pigcops guarding a large sign, smash 
into the sign and boost over your new ramp to reach the highway once more. 
CHECKPOINT. Boost past the three semis with pigcops throwing barrels at 
you. Drop off the end of the highway and scoot out of the way of the falling 
trucks. Drive on for another CHECKPOINT, drop ships will fly in front of you 
and boulders will roll down from the canyon walls. Dodge as best you can and 
keep going. Boost over the final ravine to finish the level.


Jump out of the truck for a CHECKPOINT, Take note of the two rail guns propped 
up against the rock on the right. A pig on a turret and three pistol wielding 
pigcops will attack you as soon as you move past the rock. Kill the pistol 
pigcops and kill the turret pigcop with the railgun (more will spawn and 
replace him so kill those as well). When you move up to the 'caution' sign 
another two pistol pigcops will spawn as well as a berserker pigcop (there 
is a shotgun and railgun inside the hut behind the caution sign). This area 
can be quite tricky as reinforcing pigcops will jump on the turret 
occasionally to make your life miserable as well as more waves when you make 
your way around the path. There is a RPG launcher on your left hand side 
before you walk into the shade. After crossing the rickety bridge a 
CHECKPOINT will occur and a drop ship will fly overhead.

Hop on the turret and take out the first wave of pigcops (no berserkers so 
you should be okay). As soon as the last one falls leave the turret and get 
to cover to your right. A drop ship will fly over again and blow you to hell 
if you're in the open. Grab the RPG launcher and blast away (refilling at the 
crate outside). Play peek-a-boo until the gunship explodes for another 
CHECKPOINT. Enter the mine and use the cart to move to the next area. After 
your little ride, grab the gas. Pregnators and octababies will spawn, make 
them sorry they were born. Climb up the newly accessible scaffolding and 
find another mine cart to ride. Enjoy the rollercoaster and another crash 
landing. Cap the pigcops messing with your ride and fill her up. Take the 
ramps out, enter the cave and move on to the next level.


Follow the linear path until you drive through the drop ship, splashdown and 
climb the nearby ladder. Head to the left for two EDF crates and then have a 
happy little chat with your commander in chief. CHECKPOINT. Meet up with the 
EDF forces and lure the pigcops into getting killed by them. Grab the RPG 
launcher straight ahead from where you enter this section. Maim and kill 
your way to the end of the dam wall (use the RPG and the ammo crates to make 
this easy). When you reach the end you will encounter a CHECKPOINT.

Boss Battle - Battlelord:

This battle proceeds in about 3 phases. Phase 1) He climbs onto the dam and 
stands there firing at you. Backpedal to the taxi and ammo crate at the far 
end of the wall, arc the missiles over the taxi and take him down to nothing. 
If you are too close at 1/2 - 1/3rd health he will enter phase 2 (unless you 
run to the far end of the wall to start with). The Battlelord will run towards 
you and follow you all the way to the other end of the wall and then stop 
and shoot at you. Retreat to the far end of the dam (if you didn't already) 
at the end there is an overturned van and ammo crate to get him down to 
empty. When he goes down sprint all the way down to meet him and press X 
then tap A rapidly to move onto phase 3. 

As soon as you complete this retreat all the way back to where you came 
from and hide behind the metal van (this is the best safe spot from his 
missiles). The risky element comes from reloading. Either use the 
explosives reload or sprint to the crate by passing behind the taxi, grab the 
ammo and sprint back to safety before the approaching missile hits. To hit 
him lean out on the right side of the van and he won't be able to hit you so 
lock on and fire. Once you do this 4 times he will fall. Once again press X 
and then tap A to finish this boss off. 

Bungie down to the base of the dam, head through the door by the guard to 
complete the level.


Descend to the floor and then take the left path. This leads to a shotgun 
and a webbed corpse. Grab the RPG if you wish as well as the beer. Be careful 
when you turn around as the tentacles will be waiting to grab you, smack the 
eye and return to the right path. Meet the bickering soldier and engineers 
and grab the freeze ray. Welcome to one of the most useful weapons in the 
game. If you have completed the game on Let's Rock difficulty you can access
the Duke 3D freeze ray game extra setting. This is far more effective on 
enemies and you can turn off the extra to regain ammo for the freeze ray.
It can also two hit kill a boss later so enjoy it while you have it. Pass 
through the open door to reach a CHECKPOINT.

The next room will be full of pigcops, use your new toy (while staying in 
the entrance tunnel) to freeze, execute the enemies and regain your ego in 
one fell swoop. There are around seven or eight pigcops with rippers, pistols 
and shotguns who will run in and attack you. When you think the room is 
clear, undo the cheat to regenerate your ammo then move ahead while keeping 
on your toes. When you move towards the double doors a shotgun wielding 
pigcop will burst out. Two more berserker pigcops will also spawn in the 
other room. Retreat into the entry tunnel to freeze and smash them. This 
just leaves the two pigcops on the balcony, freeze one and shoot it to 
kill it, repeat with the other and a CHECKPOINT will happen. Two enforcers 
will break through the door to the right of the entrance. Freeze them (the 
freeze gun will knock the shield out of the enforcers hand) and you are done. 
I strongly advise you to hold on to the freeze gun for as long as you can 
from now on as it makes things so much easier. Wait for the engineer to 
open the locked door and walk down the stairs to finish the level.


This level is really easy and is mostly platforming so you should be fine as
you have your freeze ray. Just take it slow and execute any enemies you come
across and smack any fuses you find. When you get to the enforcer I hope you 
kept that freeze ray. Circle around the box firing as fast as the gun will 
allow, after about 120 shots he will finally freeze, just finish him off with 
your secondary weapon. Enter the elevator and press the button to finish the 

A strategy for dealing with the enforcer was suggested by Alexey Vdovichenko 

"When an enforcer boss comes from the elevator at the end of "The Shrunk 
Machine", I found the safest place is under the table rightside of the box 
(looking to the elevator). From there I could empty all my weapons into the 
boss and remain undetected. Sucker punch."


Walk out of the elevator and smash the wooden crate blocking the hole in 
the fence. Re-enlarge yourself and open the double doors and grab the stuff in 
the EDF crate at the top of the stairs. Walk into the control room and flick 
the switch on the wall. Open the roller door and climb up the ladder on the 
left. A delightful electrical display will be waiting for you. Stream one: 
time the short gap in the bolts and walk through. Stream two: Follow the 
bolt as it moves forward and it will arc back behind you so step away when 
you are clear. Stream three: If you are on full health just run through it 
and you should be fine. Proceed to the next ladder for a CHECKPOINT. Smash 
the crate or move the barrel to jump through the fence. Two octabrains will 
rise up out of the water and start attacking you. Freeze, shoot or explode 
them (there are two trip mines, a pipe bomb and a ripper in the small area 
here) and smash the crates to move on. 

Walk along the dam edge to the next CHECKPOINT, note the rail gun sitting 
there just begging to be used, pigcops will run out from a roller door at the 
end of the path and mount the turret. Use the rail gun to snipe the one on 
the turret and deal with the others however you wish. Stay frosty as six 
octabrains will rise up out of the water in succession. Aren't you glad you 
still have the freeze gun? Freeze them and watch them smash on the ground. 
When the last one falls the Octaking will burst out of the water.

Boss Battle - Octaking:

The only way to damage this guy is the turret (or possibly the RPG that is 
hidden to the right when facing the turret). Lay into him with the turret 
as quick as you can as the more damage you do the less attacks you have to 
dodge in the end. 

He will begin by slowly throwing dumpsters at you. Once you have damaged 
him significantly (about half health) he will start rapidly firing psychic 
blasts at you. At full ego you can take a maximum of 3 hits from these 
before dying so two is OK and then exit the turret and either just crouch 
or run to the tentacle on the far right to regain your ego. Run back to 
the turret and repeat until the Octaking pisses itself and buggers off. 
Open the roller door to proceed to the next mission.

Depending on your driving skills there are two approaches to this first 
section, walk down the corridors shooting the spawning pigcops or use the 
forklift to drive like a bat out of hell into any and all pork chops 
foolish enough to get in the way of your massive prong(s). For any fellow 
freeze gun enthusiasts there is one just a little bit on from the entrance 
to the level. The first hallway contains four shotgun and pistol pigcops
and at the end an EDF crate with some trip mines. After passing under the 
walkway and turning the corner, three shotgun and ripper pigcops are waiting 
for you. As you approach the end of this hallway a shotgun pigcop will drop 
down and rush at you, take him out in whatever manner pleases you and use the 
busted forklift to scale the fence. 

There is an RPG against the wall to the right as you drop down. The next 
section will feel a bit deserted as you enter the dark room. Do a bit of 
"house keeping" first by destroying the crates in the area (this gives the 
enemies later no cover from your bullets). Enter the door to the right and 
follow the path to the control room door (there is a room with an EDF crate 
with a holoduke on the way as well as a locker with steroids and two pipe 
bombs). If you go to the right when you reach it and jump over the debris 
there is another EDF crate sitting there with a trip mine inside. Open the 
door CHECKPOINT and flip the switch inside. Get yourself ready before you 
open the door again as a shotgun and pistol pigcop will be waiting for 
you. A large amount of pigcops will also spawn in the darkened room so use 
the door into it as a choke point to take out any pigcops who try to rush 
in (keep an eye out for thrown pipe bombs though).

Once the first four pigcops (two waves of two) are dead move out and then 
duck back to safety as more appear on the walkway at the back of the room. 
These pigcops seem particularly pipe bomb spam happy so be careful. If you 
leave the safety of the corridor be warned there will be pigcops on the 
overhang behind you as you exit. There will be one pigcop in front as you 
exit and two on the balcony behind you so act accordingly. After those 
three are dead another wave will spawn in the same place as the last (one 
in front and three behind). Kill them off (I used the freeze gun and 
shotgun combo) and yet again another wave will spawn. There will be a 
berserker pigcop to look out for as well as two gunners in front of you. 
Once again another wave approaches with two berserker pigcops (you should 
have plenty of time to hit them as they get stuck in the door) and a super 
pigcop. Run around the area spraying him with your weapon of choice (he fires
too fast to make sniping possible) until he is no more.

I would advise doing the companion barrel part (use the forklift to reach the 
barrel and place it on the heart icon on the floor next to a door before the 
end of the level) to stock up for the next level as its going to be rough. I
strongly suggest getting the shrink ray for the Octaking fight ahead but at 
least pick up the holoduke and beer. 


Step out of the elevator and just follow the path until you meet up with the 
general. After that pep talk walk into the main generator room and use the 
ladder to reach a control panel. After manoeuvring the pipes into a makeshift 
bridge and walking across you will be accosted by a pair of pregnators. 
Squash the bugs and climb up the ramp to the generator that is shooting out 
electricity. You will notice there is a gap in the railing that lets you 
fall down onto a tentacle so do this. Another pair of pregnators will be 
waiting for you after you drop down, so take care of them. Climb up to the 
next generator and use the tentacle to reach the metal walkway and crane 
operator. CHECKPOINT. Climb on the platform and prepare to be bombarded by 
assault troopers and captains.

Wave 1) Assault captain, Assault troopers x 2 
Wave 2) Assault captain, Assault troopers x 2
Wave 3) Assault captain, Assault trooper
Wave 4) Assault captain

Your only cover is the small enclosure on the right so hide in here and take 
them out as best you can. After the last one finally falls a CHECKPOINT will 
mark the arrival of the Octaking. 

Boss Battle - Octaking (Round Two)

This is probably the hardest boss fight in the game and hopefully you've 
come prepared from the companion barrel room (Holoduke and beer). A devastator 
and spare beer are next to the control box and should be used during the 
battle. The octaking has two phases: Phase 1) Spawns octabrains and slowly 
fires energy balls at you. Phase 2) Destroys all the cover with thrown 
objects (they can still damage you) and then shoots energy balls rapidly, 
leading the shots in the direction you are heading. 

Method A - Commonly given as advice

Start by grabbing the devastator, get in some shots as he rises and chug 
your first beer as the octabrains fly towards you. Strafe back and forth 
along the edge shooting off as many rockets as you can at him until your 
ego is nearly depleted. Once it is low use your holoduke, reload and fire 
off as much as you can (some people say to use steroids but I would advise 
you save them until his second phase if you are near death). After the 
holoduke fades (one full devastator clip + ammo crate reload) if you are 
lucky you will have weakened him enough for him to enter phase two once 
you have killed the floating octabrains. 

Retreat back into the small frame and start throwing pipe bombs at the 
octabrains. Use your second beer to keep Duke safe and just keep chucking 
those bombs. Once the final octabrain falls fire off some more devastator
rounds at the octaking just to make sure he has entered phase two (otherwise 
more octabrains will continue to spawn). He will start by destroying the cover
on the platform so use this time to get in some free hits. Once he has thrown 
the fan/propeller get ready to start dodging (run a direction until he fires 
the blast and then double back as he leads his shots). Only attempt to grab 
ammo if you are at full health. If he wings you and you are nearly dead, 
swallow the steroids to give yourself another chance (just remember you will 
move faster so don't run into the blasts). With a lot of luck and skill the 
Octaking is no more, well done for finishing one of the most gruelling 
challenges in Duke Nukem Forever.

Method B - Personally used and won (requires shrink ray)

Instead of using your resources up at the start you save them for the end 
battle. As his health bar appears lay into him with the devastator until 
the octabrains reach the platform. Swap to the shrink ray and shrink then 
pipe bomb them (they take one pipe bomb to kill when shrunk instead of 
three). Kill the first wave, reload explosives and ammo and use the relative 
lull to shoot the octaking some more. Repeat the tactic with the second wave 
and so on until the octaking drops down a bit, signifying the start of phase 
two (sometimes when throwing the pipe bombs the normal sized octabrains can 
steal the pipe bomb you are aiming at the shrunk octabrain so aim carefully). 
Chug your beer and go to town, dodging the thrown furniture and energy 
blasts. If you are near death, drop your holoduke and (if you haven't used 
it yet) grab your other beer in case. If need be sink the final beer and 
finish him off. 

A CHECKPOINT will occur, quickly fill your ammo and when his life bar refills 
blast him again until he finally croaks.

Leave the platform and make your way past the dead octaking (giving it a 
few kicks/ melee swipes of hatred as you go past) and walk out on to the 
elevator roof. Drop down into the water below to finish the level. 


Leave the water and enter the room, to your left is a webbed corpse with a 
pistol, railgun and pipe bomb. Shoot the fire extinguisher and walk along 
the corridor. You will find yourself in another large generator room. Through 
a door on the right you will find a body with a shotgun. Return to the main 
room and drop down under the tentacle and up the ladder on the other side. 
CHECKPOINT. To progress you will need to push three red tool racks into the 
generator (although for some reason I only had to push in two) and climb 
the ladder above the broken fan to reach another CHECKPOINT. Through a door 
on the left you will find three octababies, a ladder leading to a freeze 
ray and stairs leading to the a small room with a loose vent cover. Smash 
the cover out of the way and climb in to reach the level exit. 


Head down the stairs and enter the water to find your first air vent. Move 
down the corridor and swim down to reach the next one. Here you will be 
presented with a choice: To the right is a dead end with a RPG launcher for
you to grab (useful for the enemies ahead if you don't have a shotgun). 
The left path is where you need to go to continue on with the level. Open 
the hatch by turning the wheel to the left and quickly head inside and 
stand on the vent. Circle the room and as you leave prepare for a swarm of 
octababies to attack. Use your shotgun or RPG (I would advise using the RPG 
as it takes two or three shots in the right general direction instead of 
hitting them individually) to blow their brains out (figuratively speaking) 
and swim onwards until you reach a ladder. Climb it to for a CHECKPOINT and 
to watch the Cycloid Emperor having a blast. The next room looks nearly 
identical to part one of this area, use the pipe on the right to reach an EDF 
crate with two trip mines. 

When you are ready, drop down for a CHECKPOINT and the generator column 
will be hit by an RPG, taking out the lights in this area. Turn on Duke 
vision and get ready for a difficult section. As you walk in a RPG wielding 
pigcop will spawn from the floor. Kill him as quick as you can (you don't 
want him wandering around in the dark later). Around six pregnators will 
begin to spawn (two at a time). Once they have been defeated a door will 
be blown open and a shotgun pigcop will jump into the room (with an enforcer 
staying in the room it entered from). Take care of the pigcop and cautiously 
engage the enforcer (freezing is probably the easiest method). Once he has 
been taken care of, shoot the red barrel to open a new path and follow the 
corridor to the next level.


Traipse down the hallway picking up the railgun if you want and pipe bomb. 
A berserker pigcop will burst through the door in front of you so take the 
time to show him why being alone against Duke isn't a good idea. Move through 
the smashed door and another berserker pigcop will come to play. Do the same 
to him as you did his friend and take a left to pick up a shotgun and two 
trip mines. Then a right for a webbed corpse with a ripper and pipe bomb. 
Through the blue door you'll get another CHECKPOINT. 

Enter the office and break though the blockade of wooden crates to be 
welcomed by four shotgun and pistol wielding pigcops. Once they are dead an 
RPG pigcop and enforcer will spawn as well as a ripper pigcop on the 
balcony behind them. Smash the crates blocking the scaffolding from moving 
and push it up to the wall. After climbing it a pigcop will start firing 
at you from a (very stupid) position. Teach him the error of his ways with 
a well placed shot. Squeeze down into the office and trudge down the stairs. 
As you cross this new room a CHECKPOINT will activate. 

Throw the blue barrel into the container to trigger the next sequence. 
Shortly afterward a crazed engineer on a scissor lift will burst though a 
wall followed by an RPG pigcop and two ripper and pistol pigcops.
You can use the time to throw in a couple of pipe bombs or just shoot them. 
Use your newfound toy to retrieve the two blue barrels (one directly behind 
the start point of the lift as well as a shrink gun in the darkness and the 
other on some scaffolding to the left of it) and throw them in as well. More 
banging on the doors signifies the pigcops are back as a berserker, super 
pigcop and enforcer barge in to say hello. If you need to you can retreat down 
the tunnel that the lift came through (there is a railgun at the end as well 
as some trip mines) and carve up the enemies. Immediately afterwards a door 
on the other side will be broken through and the same enemies will come out. 
Fight through these guys to find another blue barrel in one of the rooms. 
Chuck this in and prepare for a CHECKPOINT as well as a fight as two assault 
commanders blow their way into the room. I would suggest hiding in the tunnel 
(they rarely shoot through the broken door) and shooting them with either 
the shrink gun or freeze ray (with extra freeze) to finish them. 

Descend to the lower floor and climb up the scaffolding there so you can 
leap onto the crane and off the other end. Jump onto the large pipe and over 
the railings (there is a freeze ray here as well which you should keep for the
next two missions if you don't already have it) and tread down the stairs 
to end the level.


Recommended weapon to carry through the level (for the boss fight) - Freeze 

As you descend the stairs an engineer will start screaming and begging you 
to save him. Watch as he receives his just deserts and then move cautiously 
ahead. A pipe bomb will arc over the central pipes repeatedly homing in on 
you so be wary. Four pregnators will also be in this small area, waiting to 
give you a kiss. Race out and kill a couple of them and retreat to lick 
your wounds before the pipe bomb blows you to bits. After killing them an 
octabrain will rise up over the pipes, pick it off with whatever you have 
and get ready for more. As you climb the ladder dividing the room another 
octabrain will spawn and the shotgun pigcop below will begin to fire at 
you. Concentrate on the octabrain then target the pigcop. Some more 
pregnators will be in the area so mop them up and climb up the ladder on 
the right. Balance over the tentacle to reach the upper tunnel. CHECKPOINT.

Travel to the end of the tunnel and break open the grating to see the whole 
place is electrified. Climb onto the right support and drop down onto the 
small ledge on the right for a shotgun through the broken railing behind you. 
Use the floating wire spools as a bridge to cross the water. Circle round 
to find a ripper on the ground along with two pipe bombs. Open the blue door 
and follow the linear corridor, passing a pistol and RPG launcher on the 
way. Shortly afterwards you will find a green door. Open it for a CHECKPOINT 
and to see three barrels fall into the mess below. Don't follow them, 
instead look for some red pipes to your left and jump over. At the 
intersection take a left to find a webbed corpse with a shotgun and trip 
mine. Go back the way you came to find an incapacitated EDF soldier with 
two high explosive charges, a shotgun and past him two more pipe bombs.

Climb down the ladder and prepare for five octabrains to assault you as 
you move the platform with the glowing pad. Take note, it may look like 
you are locked on to a tiny platform but you can use the wire spools to 
travel across the water if you are careful and hide behind the wall (I 
know its not easy being 'careful' when there are three octabrains on your 
ass but what can you do?). It is strangely satisfying to see them hit the 
water and die via electrocution (frozen of course). Head back to the central 
platform and turn the bridge one hundred and eighty degrees. Dodge the 
electricity as best you can (sprint) and stop at the constant stream. If you 
run jump you will take 3/4 damage and not die. Flip the switch and wait for 
the power flow to stop. Dive down and turn the valve to open a waterway and 
swim down it to enter the next level.


Recommended weapon to carry through the level (for the boss fight) - Freeze 

Float along until you exit the waterway and move towards the valve in the 
middle of the area. When you turn it a series of bubbles will activate, 
allowing you to head up through a broken frame. To the far right is a 
treasure chest containing a beer and two pipe bombs. If you head to the 
left you will be attacked by two octabrains, spam your pipe bombs and then 
if you didn't grab them before go back and get the pipe bombs from the 
treasure chest. Travel back to where you were and place the explosive charge 
on the grating. Float along the pipe to the left and get ready for another 
octabrain fight after turning the valve and a CHECKPOINT. 

Unfortunately the ensuing fight is mostly down to luck. Start by throwing 
your two pipe bombs at one octabrain and then try to finish it off with 
your shotgun. Head back to the air vent and try to shotgun the other one 
to death. It is a difficult sequence but doable if you have those bombs. 
After recovering your air, swim over the long gap to another vent and find 
two more pipe bombs. You will see another valve and as soon as you turn it 
another two octabrains will spawn. Retreat back to where you came in (they 
won't follow you through the gap) and shoot them from there. Resume your 
jovial trip down the pipeline until you reach yet another valve. If you've 
managed to lug the freeze ray though this annoying level, this is where it 
pays off. Turn the valve (thankfully no more octabrains) and grab an RPG 
launcher. Float up to the grating and place the next explosive charge to be 
thrown backwards by the emerging Energy Leech.

Boss Battle - Energy Leech:

Method A - The easy way

This method will take two shots to kill the energy leech... I'm serious. 
Dodge him as he crashes down and freeze him (and yourself) with the freeze 
ray. This will take him down to zero health. Shoot him once with the RPG 
launcher and he is done. Easiest... Boss.... Fight.... Ever.

Method B - The hard way

Boss attacks:

Body slam - strafe away from the leech to avoid
Spark missile - strafe away if you can
Suction attack - swim away from the leech

A lot of people compare this fight to the Octaking in terms of difficulty 
as the energy leech has a few annoying attacks. He will slam down on you, 
fire energy missiles at you and suck you towards him. The main danger of this 
fight is running out of oxygen, so focus primarily on this as being out 
of oxygen and then hit by the boss is what tends to kill players. There are 
two EDF ammo crates to refill your RPG ammo from and three sets of vents 
to use. Try to fire off a shot on the leech before going for more ammo as 
he will enter a recoil animation, giving you more time to get to the crate 
and time to avoid the ensuing body slam that inevitably follows. Use lock-on 
as much as you can to avoid wasting ammo (if he is right in your face don't 
blow yourself up). It is mostly just common sense but still a very annoying 

Paddle up into the grate that the leech burst out of for a CHECKPOINT and 
follow the vents until you see a shining green hole above you. Burst up 
though it and jump out of the pool to finish the level.


The whole place is coming down on your head so move your ass! Follow the 
catwalks and race through a few room (watching the pigcops flee as well). 
After you see them get ready as a berserker pigcop will rush you. Take care 
of him and race on and you will shortly run into a large room with a hole 
in the floor (I have to say listening to "Carry me home" by the Living End is 
an awesome fit for this level). Take the right path (or explode) and once 
the path disintegrates travel back and use the left path and the red pipes to 
cross the gap. If you fall off the pipes you will land in the water, just 
swim to the ladder and try again. CHECKPOINT. Follow the corridors until 
the water level starts rising and get ready for another one of the more 
annoying sections in this game. 

Barrels will start flying down the staircase and deal large chunks of 
damage if they hit you. There are two methods to climb these stairs. You 
can race up the stairs dodging the barrels (there is a very dangerous bit 
where you have to jump though a curtain of water in which you can't see 
the barrels so some dumb luck is needed). The other method is to use the 
rising water as a shield and just rise out when you need air. This stops 
the barrels hitting you but means you might drown instead. The red 
explosive barrels are one hit kills even with full ego so avoid them at 
all costs or you will be seeing the loading screen quite a bit.

I would say to make the most out of your oxygen bar and only surface 
when you have to. When you eventually reach the top you can take out 
your frustration on the swine (berserker pigcop) that has been giving 
you so much grief. CHECKPOINT. Carry on until you see a mechanic being 
squished by a berserker pigcop. Take care of the pigcop and another two 
will spawn almost instantly. Get rid of them and head down the path 
behind where they spawned. Whatever you do don't follow the engineers as 
they are screwed. Look to the left to find a ladder to the bottom and 
work your way to the ladder against the far wall. Rise up like an avenging 
angel and race along the long waterway to be blasted to the end of the 


Wake up to an unwelcome sight, once you get over that terrible shock the 
president starts berating you. Ignore him like usual until the Cycloid 
Emperor gives him his 'full cooperation.' It's go time so prepare to engage 
in the final battle...

Boss Battle - Cycloid Emperor

Charge Attack - This attack will most likely kill you the most so sprint to 
the side to avoid it.
Missiles - Just keep moving to avoid these as he doesn't lead his shots.
Stomp (Close range) - Backpedal or just don't get in close range if you can 
avoid it.

Common Strategy - Normally recommended

Circle the boss until his RPG wielding pigcop lackey drops down. Kill the 
pigcop and grab his launcher (he may also drop a pipe bomb you can use). 
Shoot the emperor with a few shots (some people leave two shots to take care 
of the spawning pigcops) and wait until the next pigcop/s spawn. Kill, steal 
RPG, shoot until he falls for the first time. Run up press X and then tap 
A to rip one of his arm cannons.

After removing the first arm cannon the emperor will gain a new attack a 
laser guided nuke. The laser won't hurt you but the blast will. Get out of 
the area and resume your normal tactics. Using the pistol or shotgun to 
take out the pigcops. After the first group of pigcops is dead, an enforcer 
and flying assault captain will arrive to annoy you. Use your collected pipe 
bombs or headshots to take out the enforcer and ignore the assault captain. 
Shoot the emperor with the enforcer's weapon until it is empty and then 
retrieve an RPG launcher from the newly spawned pigcops. Another enforcer 
will spawn after this so either use some RPG ammo or the tactics outlined 
above. Repeat until the emperor falls for the second time. Press X and tap
A to pull off the quicktime event.

Continue dodging until the devastator and an ammo crate is dropped into the 
center of the area and use this to fill up your weapons (and grab the 
devastator) before going berserk on the emperor. Continue dodging and firing 
(using the container as a shield from the emperor) until he falls for the 
last time. Race in and complete the event (tap A rapidly and piss in his eye 
for a CHECKPOINT) to finish the Cycloid Emperor and if you have followed 
this guide from the start the game. Savour the feeling as that will be one 
of the most difficult fifty gamerscore you will ever earn.

Alternate Strategy - Personally used and won

The main problem of this fight is the lack of ammo for your weapons. So 
instead of using the RPG launcher ammo on the boss straight away spend your 
time killing the spawning pigcops over and over again at the start of the 
battle. Empty your pistol (including the two ammo pickups) and around half 
the shotgun ammo. At this point (if you are a decent shot, have used your 
ammo sparingly as well as some melee attacks to kill the pigcops) you should 
have enough ammo stockpiled to take the boss straight to phase three. Leave 
one pigcop alive (and keep him alive so no enforcers or new pigcops spawn) 
and proceed to rip the boss a new one. Once he falls for the second time 
make sure you keep the RPG as well as picking up the devastator when it 
drops (as you can reload both from the ammo crate). Put the emperor out of 
your misery secure in the knowledge that you did it the easier way with no 
enforcers and a blaze of RPG fire.

Hope this guide helped you out and you didn't contemplate the aerodynamic 
properties of your controller too much (I know I sure did a few times when 
playing). So leave any questions, suggestions or alternate strategies that 
you think work better and I'll be happy to modify the guide and credit you. 
Thanks to the Duke for the memories as those pixelated strippers meant so 
much more then


Copyright 2011 Ben Buttenshaw

This may be not be reproduced under any circumstances except for personal, 
private use. It may not be placed on any web site or otherwise distributed 
publicly without advance written permission. Use of this guide on any other 
web site or as a part of any public display is strictly prohibited, and a 
violation of copyright.

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