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"Oh, you're a big one ain't ya?"
Sam to Ugh-Zan III.[src]

Ugh-Zan III, also known as The Vicious Warlock, was one of Mental's generals, ranking as Great Admiral in Mental's army. He had served Mental for millions of years. He is the main antagonist and final boss of Serious Sam: The First Encounter (including the Xbox port and HD and VR remakes), Serious Sam: The Random Encounter and I Hate Running Backwards.


Ugh-Zan III was the third incarnation of the vicious Ugh-Zan dynasty, the last of a mighty and powerful species called the warlock giants who were feared throughout the universe.

During the events of Serious Sam: The First Encounter, Ugh-Zan III was sent to Earth by Mental to supervise the final assault on the human race and as part of a last-ditch effort to prevent Serious Sam from boarding the SSS Centerprice.


As large as a mountain, armed well enough to confront an intergalactic cruiser, and endowed with unseen magical powers and the ability to regenerate, Ugh-Zan III was one of the most dangerous creatures in the universe. Appearance-wise, he is a huge creature, with four arms and large, hooved feet. He also had two curved horns protruding from his head, similar to that of a Khnum. Unlike his father, Ugh-Zan IV, he did not have any cybernetic parts or a bio-mechanical quadruped base for his legs. Ugh-Zan is unusually fast for his size, and was able to catch up easily with Sam while he was running away from him.

During the fight with Sam, Ugh-Zan would either use his four weapons against him, or launch homing fireballs from his mouth. His weapons were very powerful and far more superior than the weapons seen being used by the troops in Mental's army. His four weapons included a rocket launcher, a beamgun, laser gun and lava launcher. He regenerated when he has about 5% health left (when the life bar turns red and is nearly empty). If Ugh-Zan was hit by the SSS Centerprice's laser beam, he would be stunned, disabled, immobilized, and unable to heal for a short duration of time.


Serious Sam: The First Encounter[]

Ugh-Zan III appears.

Ugh-Zan III is first seen emerging from the large arena that Sam was at after decimating massive hordes of Mental's forces. He destroys some buildings in a rampage and makes his way towards Sam while Mental sends some of his forces along with Ugh-Zan to stop Sam. Ugh-Zan is able to catch up with Sam as he makes his way to the Great Pyramid. Once Sam makes it to the pyramid, Ugh-Zan begins attacking him with his weapons. Sam is able to hold him off for a while (despite not being able to damage him) until the pyramid doors open. Once inside, Sam faces Ugh-Zan for the last time and succeeds in activating the SSS Centerprice's beam to deplete Ugh-Zan's health before defeating him with his weapons. Once Ugh-Zan has been defeated, Sam boards the Centerprice and departs to the planet Sirius.

Serious Sam: The Random Encounter[]

Ugh-Zan III first appears in level 3-1 when Sam and his teammates exit the temple, expecting to find his master Mental instead. As they approach the pyramid Ugh-Zan III shows up behind them and gives chase, only stopping after they crossed a lake. Sam and his teammates go up the stairs of the pyramid and discover that its top is a spaceship. After activating four switches, Ugh-Zan III once again appears in the middle of the level and forces the heroes to confront him as the final boss. In battle, only his massive hoof is visible stomping towards the heroes, though he doesn't actually possess any attacks of his own. Instead the true battle is against the legions of minions that constantly spawn, meaning that Sam and his teammates have to defeat Ugh-Zan quickly before they are completely overrun.

His defeat causes Ugh-Zan to engulf the ship in a massive explosion, the three heroes jumping out as the flames burst out behind them. The game then abruptly ends and unlocks Endless Mode.

I Hate Running Backwards[]

In I Hate Running Backwards, Ugh-Zan was combined with the remains of Hugo and transformed into a gigantic mech. In the plot, he has been sent to the future to stop Sam and his friends in fighting Mental and his forces. Ugh-Zan's mind was uploaded to the new mechanized body and he can also transfer it to the tank module that is stored inside his body as a last defense mode.


Serious Sam 1[]

  • For obvious reasons, the player should not get close to Ugh-Zan. His stomp is only survivable on Easy and Tourist difficulties, as the player can have up to 300 health and armor and Ugh-Zan's stomp will only deal 250 and 125 damage there, respectively.
  • His rockets and lava bombs/balls are destructible, so the player should try to shoot them if they can't dodge them.
  • Try to avoid the laser beams by sidestepping, and the lava bombs by changing direction, since they use the same targeting system as the Lava Golem's lava rocks. The electricity gun has a wider spread in Serious Sam HD and Serious Sam VR than it does in the classic version of the game.
  • The SBC Cannon is definitely the most viable weapon to use against him, followed by the XL2 Lasergun, MK III Grenade Launcher and XPML21 Rocket Launcher. The XM214-A Minigun can be decent, but the player needs to make sure they have enough ammunition. In Serious Sam HD, the XM214-A does not consume as much ammo and now deals 20 damage per hit, making it more useful.
  • Take note that the first time the laser beam fires upon Ugh-Zan (from the SSS Centerprice) will have a slight delay, as the ship's gates have to open.

I Hate Running Backwards[]

  • For tips on how to defeat this boss, visit the Ugh-Zan page on the I Hate Running Backwards wiki.

Player model[]

In Serious Sam HD: The Second Encounter and the Serious Sam Fusion version of Serious Sam 3: BFE, Ugh-Zan III is a playable multiplayer character if one either pre-ordered SSHD: TSE or obtained the Serious Eight DLC. This version of Ugh-Zan III has been scaled down to be as large as Sam and does not have any of his larger counterpart's abilities. Being Ugh-Zan III is merely a cosmetic change.

Behind the scenes[]

  • Early versions (from 1998–1999) of Ugh-Zan had him holding a minigun and a shield, though another model shows a fire rod in his left hand instead of a shield.
  • Ugh-Zan was supposed to have 3 heads: his current head, a goat head, and a skull head. These heads can be found as Ugh-Zan's icon in the Test 1 Editor.

Related achievements[]

Serious Sam VR: The First Encounter[]

File:Hey! That's Cheating SSVRTFE.jpg
Hey! That's Cheating!
Trigger Ugh-Zan's regeneration on The Great Pyramid.

Serious Sam Fusion[]

File:Hey! That's cheating!.jpg
Hey! That's cheating!
Trigger Ugh-Zan's regeneration on The Great Pyramid.

I Hate Running Backwards[]

Terminator 10 Gscore.png Ps 2 silver.png
Kill Ugh-Zan
Double Tap.jpg
Double Tap 10 Gscore.png Ps 2 silver.png
Kill the second form of Ugh-Zan
Survivor IHRB.jpg
Survivor 50 Gscore.png Ps 2 silver.png
Kill Ugh-Zan without taking any damage


  • Ugh-Zan III is mentioned by NETRICSA in Serious Sam 3: BFE (stating that Ugh-Zan IV is his biological father).
  • A miniature version of Ugh-Zan appears in the Tower of Babel in the Egypt secret.
  • In the PC version of Serious Sam 1, Ugh-Zan has no fingers, while in the Xbox version of Serious Sam 1 he does.
  • Two Ugh-Zans can be seen in the original trailer of Serious Sam 2 in the final level, however, in the PC version, they became replaced with the Mental Institution. However, you can still hear their idle roars in the background if you have the music settings lowered.
  • Ugh-Zan's Xbox version made a cameo appearance in the anime Hayate No Gotoku (Hayate the Combat Butler), although his model was heavily modified; he lacks his lower two arms, his shoulder armor, and chest strap, and he sports new horn models.


Serious Sam 1[]



Serious Sam: The Random Encounter[]

I Hate Running Backwards[]


List of appearances[]