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  • 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. 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 "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 mother Hekaton arrives.
    Trishka: "What the hell did you do to piss this thing off? Kill its babies?"
    Grayson: "What? 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 Record Needle Scratch 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 Boss Room, which fully appears to be an epic and difficult boss fight.... then conks itself on the head with debris falling from the ceiling, before tumbling down into the pit of acid. Best Anti-Climax ever.
    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 every classic "narrow escape" trope ends up getting subverted.
    Gray: Oh, cockfucking rimjob piece of shit! We're back in the same room we were in before!
  • 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.
  • 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.

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