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The Octabrain is an enemy in Duke Nukem 3D. It is first encountered on Red Light District, the second level of L.A. Meltdown.


The Octabrain is a large, beige, floating brain with dangling tentacles. It has three red eyes, sharp teeth, two spiked mandibles on each side of its mouth, and two rows of white spikes running front-to-back along the top of its head. It is often found underwater, near toxic waste, or guarding a batch of Protozoid Slimer eggs.

Combat analysis[]

The Octabrain deals damage via long-range psychic projectiles and by biting the player upon direct contact. The Octabrain is able to fly and to swim underwater. Because it is one of the only enemies that can attack while swimming, it is the most common aquatic enemy in the game.

The Octabrain can be reliably killed before it has the opportunity to attack. This is because there is a delay while the Octabrain charges its psychic attack, allowing the player a chance to interrupt it by shooting it and causing it to flinch. Moreover, because the Octabrain does not attack on-sight but instead delays for a significant period of time before charging an attack, it can often be killed even before it charges an attack at all. Similar to the Protector Drone, there is also a short delay before it begins dealing damage on contact with the player. This means that, like the Protector Drone, it can be "teased" by repeatedly kicking it in the face while taking steps backwards, allowing it to be killed without taking any damage or expending any ammunition. Even if the Octabrain succeeds in firing a psychic projectile, there is enough warning that the projectile can be easily dodged, since the psychic projectiles move very slowly.

Given that it has unusually high health, the Octabrain sometimes acts as a bullet-sponge and a distraction while other enemies in the vicinity shoot at the player. In these cases, it may be better to kill the Octabrain with explosives, particularly the Devastator. Despite having more health than other enemies such as the Pig Cop or Enforcer, the Octabrain is killed by a single rocket from the Devastator, whereas several rockets are required to kill other enemies in the game. This makes the Devastator unusually effective against the Octabrain.

Weapon effectivenesses
Mighty Foot
18 kicks
30 shots
2 shots
Chaingun Cannon
20 shots
1 rocket
Pipe Bomb
2 bombs
1 blast
13 shots
1 rocket
Laser Tripbomb
2 mines
7-9 shots
2 shots
  • The values given for the Shotgun and the explosive weapons are minimum values only.


Hit points 175
Speed 96
32 (Shrunk)
Pain chance 25% (64/256)
Clipdist 80
Scale 40 x 40
Sprites & sounds
Actor tile number 1820/OCTABRAIN
Alert sound octarg.voc
Action sound octarm.voc
Pain sound octapn.voc
Death sound octady.voc
Mental Blast Attack
Type Projectile
Speed 348
Damage 38
Actor tile number 1360/COOLEXPLOSION1
Sound octaat1.voc
Bite Attack
Type Health access
Rate 0.8 hits/second
Damage 11
Sound octaat2.voc

Development history[]

See Also: Jellyfish

An early version of the Octabrain could be found in the December 1994 prototype, LameDuke, where it was known in official documents as the "Jellyfish." The Jellyfish was black with a pink, fully exposed brain, and it only attacked using its tentacles. Concept art clearly shows that the Jellyfish evolved over the course of the game's development into the Octabrain seen in the final game. Early concept art also shows that the Jellyfish was planned to be able to hide under debris and to take control of human corpses in order to fire their weapons. These concepts were never actually implemented in any prototypes, and it is unknown whether these abilities were ever planned for the Octabrain as well.

The Jellyfish does not appear in any screenshots from the 1995 prototypes, suggesting it may have been abandoned shortly after LameDuke.

The Octabrain first appears in screenshots from Sewage Company (Sweeney.map), a scrapped level by Richard "Levelord" Gray that was later released for free online. These screenshots appeared in the December 1995 edition of Excalibur, but based on the in-game HUD, these screenshots can be dated to sometime between the August 1995 prototype and the November 1995 prototype.

In other games[]


  • If it flinches while in its shrunken state, the Octabrain sometimes becomes trapped in its shrunken state but proceeds to behave as though it had already returned to its normal size. Because of the shrunken enemy's small size, it can be more difficult to kill.


Duke Nukem 3D
Episodes L.A. MeltdownLunar ApocalypseShrapnel CityThe BirthAlien World Order
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