Octaking is the greatest of all Octabrains, and appears just like his lesser brethren, except he is larger in size and possesses much stronger telekinetic and mental powers. Octaking is first encountered in The Forkstop (Part 1). After defeating all the enemies it will come out of the water and attack the player. Since Duke uses a turret, Octaking is quickly forced to retreat once it has taken enough damage, prompting Duke to say, "I'm not done with you yet, Octapussy!" (a reference to the James Bond villain "Octopussy"). This encounter is just a preview of a true boss fight in Generator Room level.
Later, Duke has a showdown with Octaking in Generator Room. There, he is aided by three Octabrains, and unleashes all his powers. After being defeated, Octaking suffers a massive damage all around his body and looses an eye. The mortally wounded Octaking tries to generate a massive mental blast, which should destroy both him and Duke, but is stopped in time by more firepower.
The Octaking is fought twice in the game. He has 1500 HP in the first encounter, which are taken off quickly using a turret, but this is really a preview of a true boss fight, which is the second encounter in Generator Room. There, Octaking is much harder, because Duke does not have access to a turret. Octaking uses his mental strikes, which are much bigger in terms of power and area of damage. He is aided by 3 Octabrains as well, and, after taking enough damage, uses telekinetic powers to throw big objects at Duke. Once his health is depleted, mortally wounded Octaking starts to use his power to draw the platform on which Duke is standing closer, in order to suicide in a massive explosion of mental energy. He has another health bar here, and Duke has to kick his dying ass to prevent the "suicide bombing", finishing the giant octopus off for good.
- Interestingly, moments before the final encounter with Octaking in Generator Room, he can be seen lying on the ground in blood, seemingly dead. It appears that Octaking was trying to fool Duke Nukem for a surprise attack.