Lee Jackson composed most of the music for Duke Nukem 3D.  His history of
the title theme for Duke Nukem 3D follows:

I got a lot of inspiration for the music for Duke Nukem 3D by listening to
CDs that team members and other 3D Realms people had loaned to me. Most of
these came from Todd Replogle, Allen Blum, and Joe Siegler. I had to listen
to them at home, since I was still working in the tech support department then
and couldn't listen to them with the phones ringing all day. I also did all
of my work on the music at home, for the same reason.

The CDs covered quite a few styles, but mainly they were heavy metal. The
majority were from Black Sabbath and Pantera, with some Megadeth,
Metallica, Ozzy Osborne, and others thrown in. I used these to do hardcore
research into the genre. By research, I'm talking about the kind I used to
do when I was taking music theory courses: analyzing chord progressions and
modes and breaking down styles and song structures.

One night, after a long session listening to these CDs, I sat down at my
home computer, fired up Cakewalk and my Roland RAP-10, and tried working on
a piece that incorporated some of the things I'd learned from these songs.
I had no idea where I was going with it -- I merely wanted to see if I could
write something in the heavy metal style.

As the song progressed, I started to feel like I was reaching into a bag,
pulling things out, and just seeing how they fit together. I'd grab the
ideas for the drums in from one place, the harmonic progression from
another, and the melody from several different places. Bits of
Pantera-inspired riffs showed up in the guitar lines, and a good measure of
Ozzy Osborne and Black Sabbath inspired the mode switching I did in the
melodic line. For a bit of fun, I tossed in a Rick Wakeman-style keyboard
riff, just to see whether or not it would work.

When it came time to wrap up the session and save the song, I still had no
idea where I was going with it. I hadn't even begun to think of a title,
and, to be honest, I didn't really think that there was much of a song there
yet. Nevertheless, I needed a filename in order to save the song to my hard
drive. Since it seemed like I'd been reaching into a grabbag and pulling
out song ideas while writing the song, that's what I chose for its
filename: "Grabbag."

After I managed to get a loopable section done, I brought the MIDI file up
to the office and turned it loose on the team. I honestly don't remember
the reactions. There were some good ones but none that really got me fired
up to do a lot more work on the song. I put in a few more tweaks and then
moved on to other stuff. I didn't even bother to change the name;
"Grabbag" had stuck, and that's what it would be called from then on.

On the night that "Star Trek: Generations" opened in Dallas, my wife, my
son, and I were standing in line with the rest of the team to get into the
theater. Greg Malone, a producer for 3D Realms at the time, was standing
near us. Almost out of nowhere, he told me that he and George Broussard had
chosen Grabbag to be the theme song for Duke Nukem 3D.

I had two thoughts when I heard this news. My first thought was, of course,
"WOW!" I'd snagged the theme song, which was something I hadn't even done
on Rise of the Triad, my only previous big project. My second thought was,
"Why?" I thought Grabbag sounded more like level music, albeit not
necessarily great level music. Worse, I didn't think that the song was
anywhere near being finished. All I had was a loop that consisted of a four
bar intro, six bars of melody, and then a variation of these lines. It
certainly wasn't a complete song, at least not in my opinion, and I was
rather fearful of having an incomplete work used in a major game.

I asked Greg why he and George chose Grabbag. He told me that they sat down
and listened to everything that Bobby Prince and I had submitted so far
and that Grabbag was the closest thing to a theme song that they had. I
told him that I didn't think it was a complete song, which I think surprised
him a bit. Apparently it didn't matter, though, since they stuck with the
decision.

Since we were close to the release of the shareware episode of the game,
and since I was in the middle of working on several other songs, I didn't
have time to tweak Grabbag as much as I wanted. I did a little bit of
panic-inspired fine tuning to the sound and adapted the MIDI file to use
the features of the Apogee Sound System, but I left the basic structure
alone. The end result is what went out with the shareware version and,
later, the original retail release.

Before we released the game, though, George wanted a short looped sound
file that could be played while the players' scores were being shown. He
also wanted it in VOC file format, since he wanted to avoid the problems
inherent in MIDI cards of the day and make sure it sounded the same on
every player's system. I wound up using the main melody of Grabbag,
attached a two bar build-up to the front of it, and recorded it into an 11KHz
8 bit VOC file. The result sounded surprisingly good, and it would later
inspire the last and most extensive bit of work I did on the song.

As I said before, even after Duke Nukem 3D was released, I still felt
like Grabbag was incomplete and wished that I could do more with it.
Fortunately, we soon began working on an extension to the original game
(the Plutonium Pak level, later incorporated into the Duke Nukem 3D Atomic
Edition, which replaced the original release on the store shelves). After
I finished the sounds and songs for the new level (which included a "Muzak"
version of the Grabbag melody for use in the supermarket level, again in
the form of a short looped VOC file), I had a bit of spare time. I took
advantage of the opportunity and began working on my own, in order to finally
come up with what I considered a "complete" version of Grabbag.

By this time, I'd been out of the tech room for several months, having been
promoted to Music and Sound Director. I'd also been given a Roland SC-88
Sound Canvas, which I wanted to use to its full potential on Grabbag. I
played around with the GS features of the SC-88, got a good mix of sounds
that I liked, and got to work on fleshing out the rest of the song. It took
several days, maybe a week or so, but I eventually wound up with the full
version of the song that everyone now knows. There was now a solo section,
with a guitar and a full Wakeman-esque keyboard rip. The build-up that I
used in the first VOC file loop (mentioned earlier) was extended and served
as a transition from the solos. It led back into a recap of the melody,
followed by a big ending that came complete with a church bell-sounding
chime hit that hung on just past the end. I was finally happy with Grabbag,
but there was no guarantee that anyone outside the office would ever hear
the finished version.

I knew that George wouldn't let me change the MIDI file of Grabbag within
the game, especially since it used Roland's GS extensions, which the game's
MIDI engine couldn't support. So, I asked instead if I could record the
song to Red Book CD-Audio format and put it on the Plutonium Pak CD as a
hidden "bonus track." There was plenty of space left on the CD, and he
didn't have a problem with the new version, so he gave the go ahead to
include the track. I wasted no time in recording it, and Joe Siegler and I
worked together to make sure it went out on the master CD.

The finished track was eventually included on both the Plutonium Pak CD and
Atomic Edition CD, as track 2 of a mixed mode CD. If you haven't heard it
yet, it's posted as an MP3 in the files section on my website,
http://gameaudio.3dportal.com. It's also one of the tracks (along with those on
the Stargunner CD) that qualified me as a full voting member in NARAS, the
Grammy organization.

Since the release of the full version of Grabbag, there have been several
covers. James Grote of Gigadeth Productions did an "interpretation" of the
song, with some subtle changes to the chord structure and melody. This
version was used in 3D Realms' 1998 E3 video promotion for Duke Nukem
Forever. (He incorrectly states that 3D Realms used a song he "created" --
see his website at http://home.fuse.net/JamesGrote/news_sfd.htm
for the full quote -- but it is in fact merely an arrangement of my original
song, which he performed and recorded.) Later, Megadeth did a cover version
for the Duke Nukem: Music to Score By CD, which drew mainly from the Grote
arrangement.

The rest of the official cover versions and arrangements tend to stay
closer to my original version. These have shown up in the various versions
of Duke Nukem games for other platforms, including the Color Gameboy
version and Duke Nukem: Land of the Babes game.

In retrospect, it looks like I've unintentionally created quite a monster.
Grabbag has gone far, far beyond the simple composition exercise that it
was originally intended to be. I'm not about to complain, though. Not as
long as people continue to listen to and be entertained or inspired by it.
I'll never complain about that -- as long I continue to get author credit
for it on future publications, that is. ;-)