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Levels in Duke Nukem 64 are not divided into episodes. Instead, the player must complete every level of the game in consecutive sequence, beginning with Hollywood Holocaust and ending with Stadium.

Almost all of the original levels from Duke Nukem 3D are present, but the secret levels Spin Cycle and Tier Drops have been replaced by two levels from the Atomic Edition, namely Duke-Burger (accessible via Gun Crazy) and Area 51 (accessible via Movie Set).

Many of the original Duke Nukem 3D levels have been modified. The most significantly modified levels include Red Light District, which has been renamed "Gun Crazy," and Rabid Transit, which has been profoundly restructured and expanded. This article lists all levels of the game and summarizes changes from the PC version.

Levels from the Main Campaign

The level numbering has been changed such that Hollywood Holocaust is listed as level 0 in this version of the game.

Level 0: Hollywood Holocaust

A convenience store entrance is now situated on the main street, in the corner behind the dumpster fire. The store entrance is locked from the outside, but the store can still be accessed via a secret teleporter hidden in the wall to the right of the exit button. Smaller changes include a reordering of the game machines in the arcade, a complete restructuring of the bathroom area, new secret areas, and, instead of the strip film, a UFO film is found playing in the movie theater. The first enemy of the level now stands on top of a car crashed beneath a "No Parking" sign, instead of atop the box right next to it. There is also greater detail to the out-of-bounds areas surrounding the starting rooftop and surrounding the main street, with many buildings and palm trees visible outside the walls.

Hollywood Holocaust 1-0

First enemy of the level.

Hollywood Holocaust 2

Front entrance of the convenience store (center), with palm trees visible in the out-of-bounds area (left).

Hollywood Holocaust 3

Inside the convenience store.

Level 1: Gun Crazy

Red Light District has been renamed "Gun Crazy" and has been significantly altered to satisfy Nintendo's adult content standards. The level gets its name from the fact that the pornography store has been converted to a gun store.

GC storefront

"Si Koe's Gun Boutique"

GC Gun Store 1

Main room inside the gun store.

GC Gun Store 2

Back rooms inside the gun store.

In addition to the gun store, the entire strip club has been converted to a Duke Burger restaurant. The bar inside the strip club is now a fast food kitchen, and the main showroom containing strippers is now an outdoor loading bay, which contains a delivery truck, stacks of boxes, and a small office.

GC Kitchen

Fast food kitchen.

GC Loading Bay 1

Outdoor loading bay.

In the office, a vent in the wall (the same vent that was found in the strip club) now leads to a warehouse that is concealed by garage doors instead of curtains.

GC Loading Bay 2

View of the loading bay from the office area, with the air vent in the wall above the desk.

Although the warehouse is largely unchanged from the attic in the original version, standing on a newly placed box in the warehouse will reveal a secret exit button that leads to Duke-Burger, the first secret level of the game.

GC Secret Exit

View from atop the new box in the warehouse, which momentarily reveals the secret exit button. The regular exit button is down the path on the right.

In addition to these cosmetic changes, the level has also been expanded. A completely new area of the level has been added to accommodate the dining area of the restaurant.

GC additions 2

Completely new dining area inside the restaurant.

This new dining area is accessible via doors that have been added beside the flaming trash can, directly across from the elevator at the beginning of the level. Outside the elevator at the beginning of the level, there is now a chain link fence running across the top of the concrete wall on the right-hand side. Visible on the other side of this chain link fence, there is an inaccessible subway station. This subway station is a new area that has been added to Rabid Transit and is accessible later in the game.

GC additions 1

View of the restaurant entrance, directly across from the start of the level. An inaccessible portion of Rabid Transit can be seen through the chain link fence on the right.

Lastly, a new building (previously an out-of-bounds empty lot) has been added beside the detonated building, and a small ledge on this new building hosts two captive babes, who can only be reached using the jetpack.

GC additions 3

New building to the left of the building-to-be-demolished.

Level 2: Death Row

Death Row: Because Nintendo does not allow religious references in their games, the chapel on this level has been replaced by a new cell block that features Hannibal Lector in one of the prison cells. Also, the secret area behind the bed has been expanded and leads to another secret area containing the mangled corpse of Snake Plissken (Kurt Russell's character from the movies "Escape From New York" and "Escape From L.A."), which prompts Duke to say, "I guess he didn't escape from L.A!" (This secret also appears in Shop-N-Bag in the Atomic Edition.)

Death Row cellblock

New cell block where there used to be a chapel. Prison cells are on the right-hand side.

Level 3: Toxic Dump

This level is almost exactly the same. Though only a minor change, there is now a third passage that Duke can enter when shrunk by the beam behind the red access card panel, but this passage only leads to the bottom of the nearby ramp with Pig Cops. Also, the room containing the secret auto-destruct button is now on the opposite side of the sewer tunnel, but it no longer contains a secret auto-destruct button, since Launch Facility is now treated as a regular level.

Toxic Dump no exit

Secret area without the secret exit button.

Level 4: Launch Facility

This is now a regular level, rather than a secret level. The outside area surrounding the rocket launch pad is now more detailed, with canyon wall textures and a small river of toxic waste. The level is otherwise unchanged.

Launch Facility

Area surrounding the rocket launch pad.

Level 5: The Abyss

This level is unchanged, but it now ends when the player drops down into the Battlelord area.

Level 6: Battlelord

The encounter with the Battlelord is now a separate level. This area is almost completely unchanged, but the captive babes on the stage have been removed. (This was not because of censorship; the same female models can be found repeatedly throughout other levels in the game.)

Battlelord-0

Stage without the captive babes.

Level 7: Duke-Burger (Secret Level)

This is one of two levels from the Atomic Edition to make an appearance. The player now begins the level in a shipping facility that has been added inside the building to the right of the original start location. Some of the buildings surrounding the restaurant have been made accessible via air vents, while others have gained locked entrances and other cosmetic features. The kitchen inside the restaurant is now accessible via normal air vents, rather than requiring Duke to shrink. Because the next level is Death Row, Duke is captured by the aliens in the room at the end of this level, similar to the normal ending of Red Light District ("Gun Crazy" in Duke Nukem 64). To match other levels in L.A. Meltdown, all Pig Cop Tanks and Protector Drones have been replaced with Pig Cops; Protector Drones (renamed "Alien Beasts") but not Pig Cop Tanks appear later in the game in Area 51. In order to meet Nintendo's standards, all references to dog meat have been removed.

Duke Burger shipping

Shipping facility at the start of the level. The only way out of this room is by detonating the explosives on the right.

Duke Burger capture

End of the level, after the cage (silver wall on the right) has already emerged, preventing Duke from approaching the exit button. Pig Cops emerge from hidden compartments that open on the sides, one of which is visible in this photo (left).

Level 8: Spaceport

This level is almost exactly the same, but the secret area containing the shrinker near the end of the level has been completely reorganized.

Spaceport

Secret area containing the shrinker.

Level 9: Incubator

This level remains unchanged.

Level 10: Warp Factor

This level remains unchanged.

Level 11: Fusion Station

This level remains unchanged, but there is now an Alien Beast (Protector Drone) hovering in the fetal position above the lava pit where there used to be a Devastator.

Fusion Station

Alien Beast hovering above the lava pit.

Level 12: Occupied Territory

This level is almost exactly the same, but the secret exit button has been removed, as Spin Cycle has been dropped from the Nintendo 64 version of the game. The compartment containing the secret exit button now contains a captive babe instead. Also, the ramp leading to the room with the Battlelord Sentries does not lower when the red access card is provided because the ramp is already lowered at the outset.

Occupied Territory

View from inside the secret compartment without the secret exit button.

Level 13: Tiberius Station

This level remains unchanged.

Level 14: Lunar Reactor

This level remains unchanged, but the hanging corpse of Luke Skywalker has been replaced with a corpse of Yoda.

Lunar Reactor-0

Yoda's hanging corpse, with a shrinker on the ground.

Level 15: Dark Side

This level is now significantly shorter. There is no gamma transport. The outer area near the beginning has been replaced with a short, indoor hallway. Some of the removed portions are still present but are inaccessible without cheats. The blue access card elevator (and the small room above) from the PC version is now a secret area. The outdoor canyon on the moon behind the Battlelord Sentry has been removed. Instead, the Enforcers now appear around the edge of the main crater, and the Assault Commander and the crack in the wall now appear directly behind the Battlelord Sentry. The alien base at the end of the level now contains Alien Beasts (Protector Drones), and the secret exit button is now only accessible by detonating a crack in the wall.

Dark Side

Indoor hallway near the beginning of the level, where there used to be an outdoor area.

Level 16: Dreadnought

Overlord has been renamed "Dreadnought" and ends when Duke drops down the shaft which leads to the Overlord. The level is otherwise unchanged.

Level 17: Overlord

The encounter with the Overlord is now a separate level. Although the circle of Protozoid Slimer Eggs is still present, the accompanying circle of explosives has been removed. When standing beneath the air shaft and facing the main doors, there is now a button on the wall directly to the right. This button opens a door in the wall, revealing a pool of water with Vitamin X (steroids) at the bottom. The pool contains an underwater tunnel, snaking around the back perimeter of the arena, that connects with the pool of water found on the opposite side of the arena. The second pool of water no longer contains the area with the devastator. Earth now appears much smaller from the Overlord's window, and the moon, which could be found using the no-clip cheat in the PC version, is nowhere to be found.

Overlord-0

Compartment (right) containing the pool of water with Vitamin X (steroids) at the bottom.

Level 18: Lunatic Fringe (Secret Level)

This level remains unchanged, but it now begins outside the doors that must be opened at the start of the Duke Nukem 3D version.

Level 19: Raw Meat

Sexual references, including the flashing geishas and the poster concealing the secret shrinker, have been censored. The stage area with the dancing woman now has a cage around it, and inside are the "Duke Brothers." Also, the bloody hand print that opens the secret compartment with the freezethrower has been moved inside the air shaft in the wall.

Raw Meat 1

Censored poster concealing the shrinker. The geishas, such as the one on the left, will no longer remove their clothes.

Raw Meat 2

New stage area with a dance floor. The "Duke Brothers" are on the stage.

Level 20: Bank Roll

The large room with the revolving, cylindrical walls has been replaced with long, descending corridors that lead to a small room packed with Turrets. The room full of Turrets leads to another room with a big pool in the middle and the final access card.

Bank Roll 1

Room with Turrets on the ceiling.

Bank Roll 2

Room containing the pool and final access card.

Level 21: Flood Zone

There is now a whole new building in which you must swim up to the top floor to find the yellow access card. Also, the rooftop with the red access card door now features a helipad and control room.

Flood Zone 1

The building squeezed between the canyon walls (center) can be traversed from top to bottom.

Flood Zone 2

View from the helipad. Through the chain link fence on the right, the control room is visible.

Level 22: L.A. Rumble

There is now a secret dungeon where the Doomguy can be found. Upon reaching the exit button, a UFO can be seen outside the window, destroying a building behind the helicopter.

L.A. Rumble 1

Dungeon containing the Doomguy (left).

L.A. Rumble 2

View out the window, showing the UFO behind the helicopter. The building beneath the UFO collapsed just before this photo was taken.

Level 23: Movie Set

The outdoor portion of the level has been extended such that it now takes a 90 degree left-turn past the helicopter crash site and continues for some distance around the side of the movie studio. On the newly accessible side of the movie studio, there is another garage door that, when opened, contains a movie set based on Area 51. There is a bloody hand print on one of the props in the new movie set, and this bloody hand print can be activated to reveal a secret area. This secret area contains a hidden exit to the level Area 51. The secret exit to Tier Drops has been removed, as that level was dropped from this version of the game, but the secret area containing the removed exit button still exists and now contains a room full of captive babes.

Movie Set 1

Newly accessible side of the movie studio. The helicopter crash site is on the left.

Movie Set 2

New movie set based on Area 51. The bloody hand print is visible on the right.

Level 24: Rabid Transit

This level has been more significantly modified and expanded than any other level. The layout of the level is almost completely different, though most elements from the PC version are still present.

The level begins identically with the revolving doors and magazine shop directly ahead, but there is now a hallway extending to the left, past the vending machines and around a corner.

Rabid Transit 1

The level begins identically to the start of the PC version.

Rabid Transit 2

Revolving doors at the start of the level (left), with the vending machines (center) and new hallway (right).

Rabid Transit 3

View of the new hallway. The hallway abruptly ends, but it continues up the escalators on the left. A small janitor's closet is visible in the corner on the left side.

To the right of the revolving doors and across from the magazine shop (where there was previously just a trash can), there is now a hallway that leads to an abandoned train station, such that the hallway extends in the direction opposite from the magazine shop.

Rabid Transit 4

View of the new hallway beside the trash can (center), looking from inside the magazine shop.

In this short hallway to the abandoned train station, there is a lost-and-found counter and a new secret area in the back office.

Rabid Transit 5

Lost-and-found counter.

Rabid Transit 6

Secret area behind the lost-and-found counter.

In the abandoned train station at the end of the hallway, there is a broken-down train with a secret area inside.

Rabid Transit 7

View from the end of the short hallway, with the broken-down train directly ahead.

Rabid Transit 8

Full view of the abandoned train station. The short hallway is on the right, near the closer end of the train.

Rabid Transit 9

Inside the train.

The abandoned train station also contains the platform with Pig Cops and the blue access card panel from the PC version. Behind this platform, the stairwell with the red access card from the PC version can still be found and has not been changed. On higher difficulty settings, however, the Battlelord Sentry at the top of the stairwell is joined by an Alien Beast (Protector Drone) instead of an Assault Commander.

Rabid Transit 10

Door with the blue access card panel from the PC version. The stairwell containing the red access card is behind this door.

Through an earthquake-induced hole in the wall, the abandoned train station connects with the hallway to the left of the revolving doors at the beginning. This new hallway simply contains some Pig Cops and a janitor's closet.

Rabid Transit 11

Earthquake-induced hole in the wall (center), at the back end of the train.

Rabid Transit 12

View from the hole in the wall. The hallway continues to the top of the escalators, barely visible in this photo.

Rabid Transit 13

View from the top of the escalators.

Rabid Transit 14

View from the bottom of the escalators, with the janitor's closet visible on the right. The hallway abruptly ends on the right, but it continues to the vending machines and the main platform on the left.

At the main platform near the start of the level, there is now only one train instead of two, and the train consists of only one train car. Instead of traveling in a loop, the train now travels bi-directionally in a straight line towards the right of the main platform (there is nothing to the left).

Rabid Transit 15

Main platform. A wall blocking the train from traveling towards the left is visible on the train tracks (right).

The train travels to another new area. This new area is the subway platform mentioned under "Gun Crazy" above. An inaccessible portion of Gun Crazy can be seen on the other side of a long chain link fence, running the length of the train platform. At this new train platform, detonating a crack in the wall leads to a parking garage where the blue access card can be found.

Rabid Transit 16

New train platform. The crack in the wall, leading to the blue access card, is visible behind one of the cement columns. The platform abruptly ends to the left of this photo.

Rabid Transit 17

View from the other side of the tracks. An inaccessible portion of Red Light District ("Gun Crazy" in Duke Nukem 64) is visible on the other side of the chain link fence.

The parking garage consists of a single room with several cement columns, a parked truck in the far corner, and the overturned mail truck from Going Postal. The parking garage is initially empty, but several enemies appear once the blue access card is retrieved from atop the parked truck.

Rabid Transit 18

Parking garage.

Along the train tracks, the hidden weapon compartment from the PC version can still be found, as well as the platform guarded by Enforcers, but the Enforcers are now positioned directly in front of the red access card door, instead of across the tracks from it.

Rabid Transit 19

Enforcers (center) guarding the red access card door (not visible) along the train tracks.

The final room containing the book shelves and water fountain is unchanged.

Level 25: Fahrenheit

The fire station now has an office, kitchen, and crew quarters. There is also a new secret room in one of the windows in the building that connects the fire station and the radio station.

Fahrenheit 1

New hallways inside the fire station. From the PC version, the area containing the access card guarded by the Assault Commander is visible on the left.

Fahrenheit 2

Kitchen inside the fire station.

Fahrenheit 3

Crew quarters inside the fire station.

Fahrenheit 4

New secret area.

Level 26: Hotel Hell

This level remains unchanged, but the enemies now include Alien Beasts (Protector Drones), as well as the first appearance of the Overlord Sentry on higher difficulty settings. This is the first of two levels to feature an Overlord Sentry; the other is Freeway. Overlord Sentries would not appear on the PC until two decades later via the 20th Anniversary Edition.

Level 27: Stadium

This level experienced a complete overhaul. There is now a roof with a skylight, and the blimp above the stadium has been removed. During multiplayer ("Dukematch"), the player can explore changing rooms and offices beneath the stands. The Cycloid Emperor has also been recreated with a new 3D polygonal model.

Stadium

Aerial view of the new polygonal Cycloid Emperor. A door (not visible) beneath the "Nukem Must Die" sign is accessible only during multiplayer.

Level 28: Area 51 (Secret Level)

This is the second and final level from the Atomic Edition to make an appearance. The starting area has been completely removed, and you instead begin the level from inside the dark tunnel above the RV trailer. Although the Protector Drones (renamed "Alien Beasts") can still be found on this level, the Pig Cop Tanks have been removed, as well as the underwater UFO crash site.

Level 29: Freeway (Secret Level)

This level now features an Overlord Sentry where the first Battlelord Sentry used to be, but a Battlelord Sentry later makes an appearance as well. This is the second of two levels to feature an Overlord Sentry; the first was Hotel Hell.

Freeway 1

An Overlord Sentry firing rockets at the end of the road where there used to be a Battlelord Sentry.

The level has been significantly expanded to include a police station to explore. The police station occupies the end of the road behind the Overlord Sentry, where there was previously nothing in the PC version. The main entrance to the police station is inaccessible, but after jumping up the nearby air conditioning units, it can be entered through a hidden window near the Duke Burger advertisement. The sign above the main entrance is taken from Pigsty.

Freeway 2

Front of the police station (left). It is accessible through a window (not visible) at the top of the air conditioning units (right).

There are three floors inside the police station: the second floor, the ground floor, and the basement. A broken elevator shaft connects all three floors. The second floor, which is accessed by the window near the Duke Burger advertisement, contains a police chief's office and an inaccessible room with the word "Armory" above it.

Freeway office

Police chief's office.

The ground floor features a front desk area, as well as a back hallway that suffers from low-lighting due to a power outage.

Freeway 3

Front desk area. The locked doors from the front entrance of the police station are visible in the background.

The basement also suffers from low-lighting due to a power outage, and it is entirely flooded. A hole in the wall of one of the flooded rooms connects to a new sewer tunnel, similar to the one at the start of the level. The sewer tunnel is short and does not connect to other parts of the level. Although it has a manhole in the ceiling, the manhole does not lead anywhere.
Freeway sewer

Flooded basement of the police station. It opens into a new sewer tunnel, visible on the left.

Through a network of air ventilation shafts, the police station also connects to a hidden window alongside the first road packed with Recon Patrol Vehicles.

Freeway window

Newly accessible window, highlighted in red.

Although the police station contains enemies, it does not contain any access cards or other objectives, so it is not required in order to complete the level.

Multiplayer Levels

Piracy

This is a shortened version of the level Babe Land from the Atomic Edition. Compared to Babe Land, this map only consists of the pirate ship, the pirate fortress across from the ship, and the slave trading outpost behind the fortress. The exit button has been moved from inside the pirate fortress to a balcony above it. There are no animatronic pirate babes.

Piracy 1

Pirate fortress with the exit button above it.

Piracy 2

Pirate ship.

Piracy 3

Slave trading outpost. The waterway only extends towards the right.

This map also contains the beginning of the secret ventilation shaft above the pirate ship that appeared in Babe Land. The ventilation shaft still contains the security camera from Babe Land, even though security cameras serve no purpose on this map.

Piracy 4

Inside the secret ventilation shaft. It abruptly ends after only a meter or two.

Shaft

This space-themed level contains a secret exit to Noctis Labyrinthus. The map is built around a tall shaft at the center of what appears to be either a spaceship or extraterrestrial military base.

Shaft

Inside the tall shaft at the center of the map.

Castle Dukenstein

This level features a haunted mansion and low-lighting. The level's name is a reference to Frankenstein. In reference to Frankenstein's monster, the level contains a room with a human-like shape on a table being pulsed with lightning, and thunder can be heard.

Castle Dukenstein

Reference to Frankenstein's monster.

Noctis Labyrinthus (Secret Level)

Based on the Noctis Labyrinthus formation on Mars, this level is situated in a canyon on the outdoor surface of Mars. The level can be accessed by using the level-select cheat or by activating the four secret switches in Shaft.

Noctis Labyrinthus

View from inside a crevice in the wall, overlooking a pyramid in the middle of the main canyon.

Duke Nukem 64
Enemies Common Enemies: Assault Captain | Assault Commander | Enforcer
Assault Trooper | Battlelord Sentry | Octabrain | Pig Cop | Alien Beast
Protozoid Slimer | Recon Patrol Vehicle | Sentry Drone | Shark | Turret
New: Overlord Sentry
Bosses: Battlelord | Overlord | Cycloid Emperor
Weapons Mighty Foot | Pistol | Shotgun | SMGs (Sub-Machine Guns) | Grenade Launcher
Pipe Bombs | Shrinker | Expander | Missile Launcher
Laser Tripbomb | Plasma Cannon
Items Health: Small Medkit | Large Medkit | Atomic Health | Armor
Access Card | Holoduke | Jetpack | Night Vision Goggles | Portable Medkit
Protective Boots | Scuba Gear | Vitamin X
Episodes L.A. Meltdown | Lunar Apocalypse | Shrapnel City
Related Games Duke Nukem 3D | Duke Nukem 64 | Duke Nukem: Total Meltdown
Duke Nukem 3D (Sega Saturn) | Duke Nukem 3D (XBLA)
Other Multiplayer | Hazards | Difficulty | Cheat Codes | Easter Eggs | Quotes | Music
Game Bugs | Build Engine | Creators | Duke Nukem (Character)
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