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The Overlord is the final boss on the level Overlord, the last level of Lunar Apocalypse in Duke Nukem 3D.

In Alien World Order, the Overlord makes a second appearance at the end of Red Ruckus on higher difficulty settings.


The Overlord wields two built-in rocket launchers, every rocket is as powerful as the RPG.


An alien leader resembling a gigantic brown dinosaur or frog, the Overlord is provided with giant fangs and claws, big golden eyes of pure wrath, twin rocket launchers mounted on both shoulders and four long amphibian-like legs that allow it to crawl and maneuver around with relative ease and fastness despite its huge size.

Combat analysis[]

It has 4500 hit points and is unaffected by the Shrink Ray.

The Overlord is much bigger than any of the other more common enemies (except the three other bosses), and as such is able to squish the player if they venture too close which will result in a instant death. His dual rocket launcher is very accurate as well as the fact he can fire rockets in quick succession; which means staying still would guarantee a very low survival rate for the player.


  • Though he does not actually feature in Duke Nukem Forever, he is seen in the game's opening sequence which chronicles some of Duke Nukem's exploits in Duke Nukem 3D.
  • When Duke first encounters the Overlord, he'll utter "I'll rip your head off and shit down your neck!" In the N64 version, he'll utter "In a perfect world, you'd already be dead!"
  • Upon death, Duke will say, "Die, you son of a bitch!"
  • The corpse of a boss cannot be destroyed, i.e. gibbed, compared to the common enemies encountered in the game, and will remain so until the level ends. The same dying animation will show regardless of what weapon the player used to defeat a boss.
    • However in the 20th aniversary world tour edition, the bosses found in the alien world order episode can be gibbed, and also revives if not when playing on "Damn I´m Good" difficulty. However like the battlelord sentry, they will revive with only a minimun amount of hp (75 hp, tested on all 3 bosses)
  • Because of the Overlord's large size, it cannot enter any small spaces.
    • also, while the bosses can squish the player if they move too close to them in their respectives boss levels, they can not do it in the alien world order episode encounters, making them way less dangerous and because of this they can be killed with the mighty foot (they still cannot enter small spaces due to the size being the same as with their respective boss levels)
    • The Overlord's cumbersome size makes it possible for the player to hide in the small side pool and slowly kill the Overlord with ordinary gunfire, submerging temporarily if necessary. The angle at which the Overlord looms over the pool seems to make it difficult for it to fire its rockets at a player that is low in the water.
  • While the Battlelord cannot step on any water surfaces, and therefore cannot submerge itself, the Overlord can, which can easily be seen in the Zoo level. This was fixed in Duke Nukem 64.
  • As with the Cycloid Emperor and the Alien Queen, basic programming was just copied from the Battlelord, and there is a leftover of a Battlelord Sentry in the Overlord. The Overlord has the same appearance as the Battlelord Sentry while in another palette, it has 1 hit point and will die instantly. Also, the rockets launched from the Overlord don't spawn correctly and thus will kill it. Lastly, the Overlord will not come back after being frozen by the Freezethrower.
  • Interestingly, the statement that Duke says at the beginning of the fight actually carries over to the end; after the Overlord is killed, Duke will rip off its head and shit down its neck, whistling merrily whilst reading the newspaper.


Hit points 4500
Speed 208
270 (Running)
Pain chance 12.5% (32/256)
Clipdist 164
Scale 80 x 80
Sprites & sounds
Actor tile number 2760/BOSS3
Chase sound thud.voc
Action sound b3roam01.voc
Pain sound b3reco03g.voc
Death sound b3die03g.voc
Rocket Attack
Type Projectile
Rate 3.2 projectiles/second
Speed 644
Damage 140~
0-140 (blast radius)
Blast radius 1780 map units
Actor tile number 2605/RPG
2329/SMALLSMOKE (Trail)
1890/EXPLOSION2 (Impact)
Sound bombexpl.voc (impact)
Type Health access
Damage 1000


  • In Duke Nukem 64, the Overlord level is separated into two parts (named Dreadnought and Overlord in that order) after that the player falls into the boss arena, and as such the Overlord is fought only in the arena. Also, it takes twice as much damage to kill as the Battlelord.


  • There is a unused leftover alert sound (b3pain04.voc) that never made it into the game (since instead we hear Duke talking). However, it was later recycled in Duke Nukem 64 for the Overlord Sentry and Cycloid Emperor in the Sega Saturn version.
  • A prototype version of the Overlord can be seen on the Duke Nukem 3D box cover in a prototype version of the Overlord level. It is similar to the early sketches (see above) with dual-barreled guns placed on its lower body.
  • The data name of the Overlord is "BOSS3" while the Cycloid Emperor is "BOSS2" suggesting that it was created at a later date, most likely after the Cycloid Emperor was finished. The code is also different from the Battlelord opposed to the Cycloid Emperor and as such it is missing the anti-water sector data and freezing data from the Battlelord.
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