* While walking down the side of the building to assassinate Novak, Rell and Ishi have this hilarious exchange:
-->'''Ishi''': I do not like this. I am a soldier, not an assassin!
-->'''Rell''': Well, why don't we give it a softer name, like the "Disagreeable Persons Disposal Unit"?
* During the prologue, you see a Final Echo soldier effortlessly taking down a group of Skulls. [[spoiler:Then a flying vehicle crushes him.]]
* During ''Last Train From Explosion Town'';
-->'''Grayson''': Can't this thing go any faster?!
-->'''Ishi''': Perhaps you'd like to come over and do it yourself? ''I do not speak train!''
* Serrano's code to [[SchmuckBait "deactivate"]] the DNA bomb.
-->'''Serrano''': "U-R-A-D-U-M-B-T-I-T."
* Grayson kicking over a sign, and thus setting off a chain-reaction that results in half a building collapsing, two seconds after Trishka warned him that the area was dangerous and that they should be stealthy.
-->'''Trishka''': "It is ''crazy'' how stupid you are."
-->'''Grayson''': "Well, at least we don't have to whisper anymore."
* When the [[MamaBear mother]] [[AttackOfThe50FootWhatever Hekaton]] arrives.
-->'''Trishka''': "What the hell did you do to piss this thing off? Kill its babies?"
-->'''Grayson''': "What? [[BlatantLies No!]] Well... maybe..."
* The first time Gray and Ishi meet Trishka.
-->'''Trishka''': "[...] Go fuck yourself! You shit piles give chase and I will kill your dicks!"
-->'''Grayson''': "What?! What does that even mean?! You're gonna kill my dick? I'll kill your dick! How 'bout that, huh?"
-->'''Ishi''': "Speaking of dick-killing parties..."
-->[cue another firefight]
* Gray's dialogue throughout the part where you control the Mechaton.
-->"He's my favorite robot pal. Ishi was alright, but he wasn't 50 feet tall..."
** The manner in which you come to control the Mechaton. You're cornered by it, and death looks certain-then the guy with the remote control shows up, complete with a RecordNeedleScratch effect. Gray shoots him, then picks up the remote.
** And how it ends with him saying he named it Waggleton P. Tallylicker... and he never got to tell it. *sniffle*
* The Meta-Burnout boss that thunders into the BossRoom, which fully appears to be an epic and difficult boss fight....[[spoiler: then conks itself on the head with debris falling from the ceiling, before tumbling down into the pit of acid.]] Best AntiClimax ''ever''.
-->'''Grayson''': [[BondOneLiner I feel like I should say something witty.]]
-->'''Trishka''': Why start now?
* The first time we see Serrano in person, as he's fighting off skulls and creeps.
-->'''Serrano''': "Suck the tears off my dick, you ugly mudfuckers!"
* When Grayson and Rell find a leash.
--> '''Grayson''': Rumors were true. Final Echo are using leashes.
--> '''Rell''': I thought instinct-moderated weapons were outlawed.
--> '''Grayson''': Yeah, they were.
--> '''Rell''': Hell, man, if that's gun power - we need it. So pull up your skirt and strap that dildo on.
* The entire sequence where Gray and Ishi try to escape from the Ulysses, and how [[spoiler: every classic "narrow escape" trope ends up getting subverted.]]
-->'''Gray''': [[ClusterFBomb Oh, cockfucking rimjob piece of shit]]! We're back in the same room we were in before!
-->'''Ishi''': [[CaptainObvious The room was not]] [[FromBadToWorse on fire last time.]]
* The part where Grayson, Ishi, and Trishka escape a collapsing skyscraper by turning the elevator shaft into a cannon. The pod bursts out through the roof and deposits them unharmed, across town. When flying through the air, the camera zooms in to show them in zero-gee float.
* [[GayBravado The elevator scene.]] For added fun factor Ishi just plays along.
-->'''Grayson''': "Nice view. You wanna make out? Just two military hardened dudes sitting in an elevator, snuggling out their woes in a totally hetero way."
* Ishi making a bad joke about the cave being a "real fixer upper" and Grayson's reaction to it.
* In the "Full Clip" edition, there's a new mode called "Duke Nukem Tour" where you get to play through the whole game as Duke Nukem. He constantly snarks at the game [=MST3K=] style the whole way through, and it is glorious.