The Columbus, Ohio-based ReSaurus Company got its licensing start creating rotocast vinyl hand and finger puppets for film properties such as The Lost World: Jurassic Park, but employees, like the toy designing brothers Chris and Jay Borman, pushed owners Mike Compton and Doug Sapp to enter the lucrative action figure fray. Their bosses agreed to put together a proposal to GT Interactive Software to pitch articulated toys, a hand puppet, and a latex mask modeled after characters from the award-winning PlayStation and computer game Oddworld: Abe’s Oddysee.

(Image source: Ken Lilly)

“The publisher didn’t think that Abe would be a ‘licensing-type’ hit,” Jay Borman told littleplasticmen, an online quarterly toy magazine, “but said ‘We have Duke Nukem 3D coming out… how about that?’ So that’s how we got the Duke Nukem license.”

Hail to the plastic, baby! (Image source:

The first figure ReSaurus made was of Duke, himself, in October 1997. An Internet exclusive edition of 36,000 sold for $12.99 and came bundled with a Duke Nukem 3D and Terminal Velocity shareware CD-ROM, as well as a special yellow Freeze Thrower weapon. This “chase” accessory could be scored offline, too, but in limited quantities, appearing only in one out of every 12 packages found in stores (link).

(Image source: Ken Lilly)

3D Realms, the first-person shooter’s developer, revealed shortly thereafter that more toys were in the works for the following year: two Duke variants, which would turn out to be a special ops “Night Strike Duke” and a SWAT team version, and three alien baddies for him to blast–Pig Cop, Battlelord, and Octabrain.

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The Texas studio went on to tease that there would be future figures associated with Duke Nukem Forever comprised of “a new, bigger Duke, plus Dr. Proton, Bombshell, and several interesting enemies,” which would “not be ready until around the time of the game’s release” (link). Other figures based on characters from Duke Nukem: Time to Kill and Duke Nukem: Zero Hour were announced at the Toy Fair in 1999. They included Moon Assault Leader (a.k.a. Overlord), Western Pig Cop, and Cyborg Enforcer.

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“I remember we did an all-new Duke sculpt,” Steve Miller, another former ReSaurus toy designer, told me. “We made him way more realistic and detailed. We used an actual bodybuilder person as a reference point. That was a great sculpt. At that time, my job was to paint and mold the sculpts, so I remember that one. [Cyborg Enforcer] is the only other figure that was sculpted for the series but was scrapped. We had a bunch of stuff drawn up. Lots of Duke variations using the new body Duke, but they did not get made. I do remember talks of Scuba Duke, though I can’t remember how far that got. I think we had one Duke painted up with colored camouflage paint on his clothes and face.”

The camouflage-wearing Duke Nukem may have been an unreleased variant of the original figure, which went by the name GI Duke.

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Chris Borman elaborated on the cancelled Series 3, “Bombshell was a female character 3D Realms was going to introduce to the game and they asked us to take a stab at her design, so I think Ken [Lilly] and I sent them some ideas. I remember going to 3D Realms office around this time to try to push along the Bombshell design and see what other characters we could pull into the toy line. If I recall, they were pretty strict about not sending new character art out, so that’s why I went down there to see stuff in person. There was nothing to see at the time, so it was a bit of a wasted trip.”

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According to him, 3D Realms hated the idea of Duke variants.

ReSaurus even cooked up “Holiday Duke” and “Red-Nosed Octabrain” Christmas variants as festive gags. (Image source:

“I don’t recall the scuba idea, I’m sure we talked about a bunch of things, but I know 3D Realms was against them all. They didn’t like the Duke version 2 figure because we made him more tactical-looking with a body armor vest instead of the tank top. We felt we needed to make the new figure different than the first release. He has, of course, a lot better sculpt.”

Pitched action figure designs of Pig Cop throughout history (Image source: Ken Lilly)

The figures that did see a release were unfortunately not known for their durability.

Production figures (Image source: Ken Lilly)

Duke Nukem may have had 13 points of articulation, but his legs limped right out of the package, and getting him to grip his submachine guns caused trigger breakage and adult temper tantrums. Pig Cop’s bullet-proof vest could not save him from his limbs inexplicably detaching, while Battlelord’s itty bitty baby toes, which peeked out from underneath his massive upper body girth, were no match for gravity–there was no doubt about it, you were going to wake up to a pile of plastic gibs in the morning. As for Octabrain’s tentacles, they had a nasty tenacity to fall off and form a rubbery shrimp cocktail arrangement that household pets couldn’t help but sample. My Boston Terrier found them heavenly.

Promotional prototype figures (Image source:

“So the first thing I remember from that series is getting the first shot pre-production prototypes,” Miller said. “They were made of too soft plastic and had loose joints, but that was not unusual for early prototypes.”

While the Duke Nukem line was well into development when he came aboard, Miller admits to being hired more for his knowledge of comic books and dinosaurs than video games. In fact, Duke Nukem 3D used to give him motion sickness, which caused him to focus more on the Crash Bandicoot and Sonic the Hedgehog action figure lines at ReSaurus.

(Image source: Ken Lilly)

Regardless of the build quality, the sculpting details of each Duke Nukem toy were praised as being excellent for the time.

(Image source: Ken Lilly)

“Octabrain was a huge advancement for us in terms of design and production,” Miller said. “His brain case took a lot of engineering, and the guys were super proud of how he turned out.”

Video game action figures were not yet a common sight. Duke fans would have been hard pressed to pass them up at Toys “R” Us or Electronics Boutique back in 1998 when they went to purchase the recently released Nintendo 64 or PlayStation home console ports. As part of a mail-in promotion, Target even offered a free Duke Nukem action figure and a $10 rebate if you did just that. In fact, ReSaurus received a full-page ad in the Duke Nukem: Total Meltdown instruction manual just in case any gamers missed the blood-soaked memo.

“I feel we were doing something cool and groundbreaking at the time,” Chris Borman told me, “which was focusing on creating video game-themed figures and marketing them to video game players. Not just selling them in toy stores, but cracking open the market to sell in GameStop, EB, and other games stores. It’s obvious now, but at the time, it hadn’t been done.”

As if right on cue, an outcry from Democratic Senator Joe Lieberman, who equated the selling of Duke Nukem toys to using Joe Camel to peddle cigarettes, and parent groups, namely The Lion & Lamb Project, came swiftly in response (link). The latter liberal-leaning non-profit’s mission statement reads in part to “stop the marketing of violence to children” by “helping parents, industry, and government officials recognize that violence is not child’s play–and by galvanizing concerned adults to take action” (link). The organization sponsors toy trade-ins, which it describes as “fun-filled events where children bring in their violent toys in exchange for nonviolent toys or coupons for toys and treats.” These gatherings then culminate in “the creation of a Peace Sculpture made from the violent toys so the children can see a physical transformation of the violent toys into a symbol of peace” (link). As a boy who grew up with a slingshot, Super Soakers, NERF guns, and AA-powered rapid-firing toy rifles, that sounds like a festival of introspective misery.

(Image source: Ken Lilly)

Daphne White, director of the Lion & Lamb Project, charged ReSaurus with marketing the Duke Nukem figures squarely to children, and probably died a little on the inside when she learned that Night Strike Duke includes “a specially-modified MP-5 Submachine Gun with a silencer and rifle stock, a regular MP-5 Submachine Gun, a Knife, and a rope!”

Hysterics aside, she may have had a point. A label on the front of the Duke Nukem action figure packaging says that the toys are appropriate for ages 10 and up (link).

Duke Nukem: Zero Hour Instruction Manual (Image source:

Far more disturbing is a confidential 1998 GT Interactive Software marketing plan that was obtained by The New York Times. It exposes the ”true target” demographic of the violent and sexually suggestive Nintendo 64 sequel Duke Nukem: Zero Hour to be as young as nine years old (link). The Entertainment Software Rating Board assigned that game, as well as Duke Nukem 3D, an “M” for Mature rating, which the self-regulatory body classifies as being suitable for those 17 and older. The last page of the Duke Nukem: Zero Hour manual is dedicated to showing off the ReSaurus figures with an announcement that they are “Available now in all good toy stores!”

“Violent video games and violent toys were always a problem,” Miller said. “The politicians didn’t really care, they just knew it was a hot button issue they could milk for publicity and to get more votes from conservatives and anti-gun liberals.”

Kevin Havens, director of licensing at ReSaurus, appeared to take the controversy more seriously, telling The Philadelphia Inquirer that “It may not be suitable for some children. But ultimately it’s up to the parents to decide what their children do.”

According to Havens, the toy company had not received any complaints from parents. He claimed that ReSaurus had even turned down one contract because of the “over-the-top violence” associated with it.

“With all the tragedies, we have to really look at what we’re doing, so we’re overanalyzing our properties” (link).

(Image source: Ken Lilly)

It is not clear what that contract was for, but after shipping a series based on QUAKE II, more plans were made to create plastic renditions from the first QUAKE and QUAKE III Arena, but they were eventually abandoned.

I asked Ken Lilly, who worked as a product development manager at ReSaurus and designed the initial Duke Nukem figure, if he knew anything more.

“No, I was never privy to those types of discussions, and if I were, I would have lost my shit anyway,” Lilly said, “and they knew that, so the higher-ups always kept us creative people away from those talks. We never really got along with ownership; it was a constant battle. It was a very difficult relationship.”

Miller had no knowledge about the cancellation, either.

“I have no idea what line we cancelled because of violence. We did some violent stuff after Duke like QUAKE. I know we lost the Tim Burton’s Sleepy Hollow movie license to McFarlane and I think we tried to spin it as the movie was too violent so we passed on it, but the license was stolen out from under us after we already had started work on the toys.”

Chris Borman also wasn’t sure.

“I don’t know what he was specifically referencing, but we had a ton of lines that never got off the ground even after sculptures were completed. Most of those were ‘violent’ properties like Castlevania, an in-house line called Badlands, and others. I remember the ‘violent video games’ backlash after Columbine. It was just a place for politicians to place blame, but it did impact the toy industry at the time, which was unfortunate.”

(Image source: Ken Lilly)

In terms of other video game properties, Miller recalled that PaRappa the Rapper and Gex action figure lines were among those that had been axed at ReSaurus.

“PaRappa only made it to the drawing stage. That line was going to be smaller and not articulated. It was viewed as a niche brand for sale at Suncoast and Media Play-type stores. I loved [Gex] and those toys were going to be incredible. So much fun to work on. The Gex line was real far along when it got cancelled.”

Pictured above is the original 10 x 8-inch watercolor painting that ReSaurus used to produce the insert in the Octabrain figure blister pack. It was found being sold by a Florida comic art dealer named Gary Adubato in 2014. The artistic style appears to be a throwback to science fiction pulp magazines of the early Cold War era.

The back contains notes from the artist, as well as his phone number and home address, which I have blurred to protect his privacy.

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The piece was painted by Tom Biondolillo, a graduate of the Savannah College of Art and Design, while he worked at ReSaurus on a freelance basis. He was brought on at Lilly’s recommendation because his painting technique “has a really old school feel” (link).

(Image source: Ken Lilly)

Biondolillo’s “Night Strike Duke” Blister Pack Artwork (Image source: Ken Lilly)

Biondolillo’s “Pig Cop” Blister Pack Artwork (Image source: Ken Lilly)

In addition to Octabrain, Biondolillo did the packaging art for all of the other figures in the Duke Nukem line, except for the basic Duke, which used a stock image supplied by 3D Realms, and Battlelord, which was done by ReSaurus Vice President Mike Compton (link).

Compton’s “Battlelord” Blister Pack Artwork (Image source: Ken Lilly)

Biondolillo’s Unused “Battlelord” Blister Pack Artwork (Image source: Tom Biondolillo)

As for why Compton’s illustration, and not Biondolillo’s, appears on the Battlelord packaging, Lilly bluntly answered, “Ego. That’s the reason.”

Compton was not able to be reached for comment, and Biondolillo had nothing to say about the matter.

Biondolillo’s Initial “Pig Cop” Blister Pack Artwork (Image source: Tom Biondolillo)

In an earlier composition of Pig Cop, Biondolillo painted a different embroidered patch on the flak jacket. The initial plan was to have that figure come with a set of stickers to swap between different police units. The licensor rejected the idea. Although prototypes were made of the SWAT Pig Cop, one can be seen in the Duke Nukem: Zero Hour manual, all production figures have the acronym “LARD” applied on them.

(Image source: Ken Lilly)

At one point, the figure was also supposed to have a special secret feature button that, when pushed, would send its body parts flying.

(Image source: James Manning)

A Military Pig Cop in green fatigues later surfaced online, with “MP” written on the front and “ARMY” on the back, which Lilly confirmed as being real, but this variant, like GI Duke, was never mass-produced (linklink).

Getting back to Octabrain, Biondolillo sketched out the floating alien’s intricate design in pencil first.

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“This huge brain havin’, octopus-like, three-eyed Alien uses his teeth and mental power to annihilate Duke Nukem,” reads the figure’s cardback. “Octabrain sports a bite action jaw, flexible tentacles, and his highly detailed brain opens to reveal OctaGoo Slime.”

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A bag of glow-in-the-dark “OctaGoo Brain Slime” accompanied every Octabrain. The bluish green bulbous head could be taken apart in halves and filled with the snot-colored ooze, then snapped back together and ripped open again to splatter the fake gooey brain matter everywhere–your parents’ recently cleaned carpeting be damned.

The anatomy of an Octabrain as seen in the computer game.

If the prospect of toy slime still weren’t enough to win over players, ReSaurus threw in a plastic stand with a molded base of sewer sludge and human skulls to hold the figure upright and create the impression that Octabrain is hovering, just like in the game. According to Lilly, “the base was created after the fact in China” (link).

(Image source: Ken Lilly)

Lilly sent over a picture of the figure’s final design orthographic drawing, which was used by the toy’s sculptor.

(Image source: Ken Lilly)

He also forwarded a shot of the Octabrain figure’s initial prototype.

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Unlike the other alien scum in Duke Nukem 3D, who patrol L.A.’s streets by day and hang out in the Red Light District’s strip club by night, Octabrains prefer to lurk in the shadows or stay submerged underwater, hidden from view. The creeps often congregate around clusters of Protozoid Slimers, little alien egg pods that shoot out brain-sucking green goo. Octabrains attack more cunningly, with charged bursts of psychokinetic energy. Get too close, though, and their fangs come out for a feast.

Any resemblance to DOOM‘s Cacodemons is purely coincidental.

After having so much promise, it is uncertain why the Duke Nukem line ended so early when the gaming franchise was still cresting.

(Image source: Ken Lilly)

“I do remember some kind of conflict with GT Interactive, but I don’t remember what it was,” Chris Borman said. “It was probably ReSaurus owed back royalties, but I’m speculating. I do remember we started working with other publishers on other properties like Sonic, Gex, Street Fighter, and they were a lot easier to work with than GT Interactive and 3D Realms. As far as what went wrong, it was a mismanagement of the company. The owners were growing it too fast and they were splitting their time between two companies and ultimately they both failed because of a lack of focus and commitment on their part.”

“I don’t know what happened,” Miller chimed in, “but I do know we got behind on payments for some of our licenses and it had a snowballing effect.”

(Image source: Ken Lilly)

They both had fond memories of their time working there.

“It was a great work environment, loud music all day, we had to play video games a lot to get photo references, and we rode skateboards around to get from one side of the warehouse to the other,” Miller said. “I have worked at lots of places since then, but that was the most talented team of designers and sculptors I ever worked with. It was amazing to see the work we could do as a team.”

He, however, echoed the same sentiments regarding the company’s heads.

“The owners were Christians and their beliefs did not always come through in their decision-making. The owners got greedy, a bit full of themselves, and eventually crashed the company due to poor management. It was kind of assumed since I was also a Christian that I was tight with management and so I was ostracized by the other designers quite a bit. But even with this tension, the team still was able to pull off some incredible work. When crunch time came, we all gave it 150% and got the work done; that is what I remember most: working til 1 AM, going home, getting a few hours of sleep, and coming back and doing it all over the next day.”

(Image source: Ken Lilly)

Biondolillo currently teaches Media Arts & Animation and Game Art at The Art Institute of Atlanta; Chris Borman has gone on to co-found Plan B Toys; Lilly works as a freelance designer and artist at Creatus Maximus after serving as director of product development for Palisades Toys; and Miller continues to illustrate and design at his Torchbearer Studios following the publishing of a series of How to Draw books for Random House.