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Episode 302 poster

Sam and Max discover what appears to be their own bones. Upon investigation, they find that the bones are the remains of their great grandfathers, Sameth and Maximus. Along with their ancestors' skeletons, they find four projector reels which provide the method through which the game is played. Each reel is a different part of Sameth and Maximus' story, but they can be played in any order, and information in one reel can help with puzzles in another reel. This episode chronicles the adventures of Sam and Max's grandfathers as they search for the Devil's Toybox on behalf of the mysterious Monsieur Papierwaite.

Using the projector[edit]

Four reels and a projector tell your grandfathers' story.

Right after sending General Skun-ka'pe to the new Penal Zone in the last episode, the Mole Men cultists are amazed to find two skeletons in an adjacent room. When you go to investigate, you'll find they resemble Sam and Max. There is a note with them telling you that there's more to it, and indeed, you find a reel of film nearby. Watching the film on the projector that also happens to be in the room, you'll see footage of your grandfathers, Sameth and Maximus, exploring what looks like an Egyptian setting and finding the Devil's Toy Box. As Max touches the projector, he's invested with a new psychic power: Astral Projection. This power lets you project yourself into the movies.

The first time you do so will be automatic, and you'll find yourself in control of Sameth and Maximus, who are being pinned down by gunfire from St. Kringle. You'll need to get past him somehow, but he'll see you if you break from cover. The only psychic power Maximus has that isn't useless in this situation is his Psychic Ventriloquism. Use it to throw your voice into the big squid head, fooling Kringle into thinking that's where you're hiding. Once he shoots down the head and leaves, you'll be thwarted from escaping by a hieroglyphic gate. Unfortunately, you don't know hieroglyphics, and Kringle shows back up to kill you.

At this point, control will return to Sam and Max back at the projector, where you'll find three more reels. The reels are numbered, going in chronological order from one to four. Even though they're numbered, you can play them in any order, and you'll have to, as information in one reel must be used in other ones. Only the fourth reel must be completed last, as you will need to know how you finished the prior reels before it's playable. When you've finished all there is to do in one reel, its name will be crossed off the reel and it will no longer be available for play. You can use Max's Astral Projection power at any time to return to the projector and pick another reel. After selecting the reel you want to play, hit the start button on the side of the projector to enter the movie.

Reel 1: The Sphunx Challenge[edit]

Only very special people can complete the Sphunx Challenge.

The story begins in New York City in 1901 as Sameth and Maximus sneak into a theater to see the mysteries of the tomb of Sammun-Mak, including the mysterious Sphunx. The show organizer, Papierwaite, has issued a challenge to all comers to try and get through the Sphunx's gate. The winners will receive a pair of tickets to explore the actual tomb of Sammun-Mak in Egypt. Also in the theater are Nicholas St. Kringle, some elves and a mysterious Mole Woman reading a newspaper in the back. You'll need to complete three tests to enter the Sphunx:

  1. Provide a suitable offering.
  2. Read a hieroglyphic inscription.
  3. Get through a metal gate.

The offering[edit]

When you approach the Sphunx and stand on its tongue, its nostrils will open and you'll need to put your offering inside.

Sam&Max Season Three screen the offering.jpg
  1. Try to find something that smells good.
  2. You don't have to leave this reel to find it.
  3. If you get St. Kringle to attempt the challenge, you may see how it's done.
  4. Use some of St. Kringle's cookies on the nostrils.

The hieroglyphics[edit]

Once you've given the Sphunx its offering, the hieroglyphics on its forehead will light up. The first time you try, you won't have any idea what they say, but at least you'll know what the symbols look like so you can ask someone else who might know.

Sam&Max Season Three screen the hieroglyphics.jpg
  1. The Mole Woman in the back of the theater is reading a hieroglyphic newspaper, but doesn't want to talk.
  2. Look at the Can o' Nuts on display on the stage, and watch as the elves switch it out for a fake.
  3. You won't be able to follow the Mole Woman until you find out where the elf made off to.
  4. Everyone's pretty close-lipped about the elves' home, but you may find a clue in St. Kringle's things.
  5. Talk to Kringle and get him to attempt the Sphunx challenge, then loot his bags while he's up there.
  6. You'll find the Mole Woman in the cellar of the building at the end of the street. Ask her about the Sphunx Inscription.

The gate[edit]

The last part of the challenge requires you to get through the gate. You'll have a few seconds to use an inventory item or psychic power, and then the Sphunx's tongue will retract and pull under the gate with you on it. If you haven't done anything, you'll bang into the gate and fail the last step.

Sam&Max Season Three screen the gate.jpg
  1. After avoiding getting thrown from the train in reel two, you'll get a hint on how to get through the gate.
  2. Hopefully you noticed rolling under the gate in the Can 'o Nuts, so your next step is to get it from the elves.
  3. The elves want a great toy idea, and they have it on reel three, so you'll need to do some work there to discover it.
  4. Take the toy idea back to the elves in reel one to get the Can o' Nuts, and use it to get past the gate in the Sphunx challenge.

Now that you've finally made your way past the Sphunx's gate, Papierwaite will give you two tickets to Egypt and the mission to bring back the Devil's Toy Box.

Reel 2: In the Tomb[edit]

Once you've won your tickets to Egypt, you'll need to take the train there. You soon find that you have a stowaway in your room, Baby Amelia Earhart, and she wants to join your adventure. As the conductor comes down the hall, a small scuffle over your tickets causes them to fly out the window. You'll need to shut Baby Amelia Earhart up inside the trunk and hide before the ticket taker comes in.

Sam&Max Season Three screen in the tomb.jpg
  1. You can use Maximus' Can o' Nuts power to hide yourselves, but Baby Amelia still gives you away.
  2. See if you can find a clue in reel three.
  3. Use the music box in Baby Amelia's room in reel three to find out she goes to sleep when listening to Ride of the Valkyries.
  4. Armed with this knowledge, you can choose Ride of the Valkyries from the options when you use the steamer trunk.

Having avoided the train conductor, you'll embark on an endless series of marvelous adventures with your new partner, finally ending up at Sammun-Mak's tomb. You'll find the Devil's Toy Box right away, but getting your hands on it is going to be harder than it looks. When you approach the toy box, it will spit out a ventriloquist's dummy and an old Mole Man will show up to put a protection spell on the toy box. You will need to remove the spell before you can get the toy box and return to New York City with it.

Get the dummy[edit]

When you try to pick up the ventriloquist's dummy, a big asp comes slithering by and eats it up, leaving through an inaccessible door. On the other side of the room, you can ascend some steps to the rear of the chamber. Here you'll find Jurgen imprisoned on a wall as a drawing. He wants you to help him escape, and you can talk with him if you want. The asp head sconce on the wall will open up the rest of the stairs to the top, and from there you can take the left doorway on the side to find the dummy.

You'll see two doorways down this hall, and when you approach a Mole Man will tell you to choose carefully which you enter. It doesn't matter which you choose, as your luck holds and the Mole Man always chooses the wrong doorway to try and kill you with a hanging scimitar. At the end of the hallway you'll find your dummy at a tea party with a little Mole Girl and her pet asp. The snake is guarding the dummy, and you'll have to do something about it when you enter her room.

Sam&Max Season Three screen get the dummy.jpg
  1. You know that the snake likes to eat the toys of power and deliver them to the girl.
  2. Use the Can o' Nuts to hide and be eaten by the snake so you can grab the dummy when it takes you to the table.

The Mole Girl will curse Max and turn him into a cow for stealing her boyfriend, but the effects are short lived. Next you'll need to get past Grandpa Mole in Sammun-Mak's burial chamber.

Get the hieroglyphic blocks[edit]

Back out in the main room where the toy box is, use the other doorway at the back of the room. This time the hallway you're in leads to the burial chamber of Sammun-Mak. You're not allowed in there, and a nasty trap is waiting for you if you try. Also, Baby Amelia Earhart has shown back up and Grandpa Mole is infatuated with her. He's trying to entice her to come over to him so he can pinch her cheeks and tell her stories of bunny rabbits, but Baby Amelia isn't interested. If Grandpa Mole was occupied with telling stories to the little girl, he probably wouldn't notice if you sneaked in and grabbed those hieroglyphic blocks in the corner.

Sam&Max Season Three screen get the hieroglyphic blocks.jpg
  1. You can't talk Baby Amelia into going over to Grandpa Mole, so you'll have to force her somehow.
  2. Talking with Mole People, you may have found out that they curse people. Is one of the curses helpful?
  3. The Sexo Rejexo hex the Mole Man father uses repulses the opposite sex—this would work on Baby Amelia.
  4. The Mole Man father only curses guys he thinks his daughter is interested in, so you'll need to convince him.
  5. Use Max's Psychic Ventriloquism on the Mole Girl, and pick "I love you Sameth and Maximus!"
  6. Now that you're cursed, go talk to Baby Amelia to knock her back. Unfortunately this just moves her to the sarcophagus.
  7. Use your Psychic Ventriloquism on the sarcophagus to knock her over to Grandpa Mole.

With Grandpa Mole busy playing with Baby Amelia, you're free to go collect the blocks. If you've talked to the Mole Woman in reel one about the curse in the Mole Man's steamer trunk in reel three, or you've noticed there are three empty slots in the Devil's Toy Box protection spell, you'll likely have realized that these blocks need to be added to the spell. Now you just have to get up there.

Change the protection spell[edit]

If you haven't done so already, grab the silver and gold bust down from the pedestal at the back of the main chamber like Jurgen asks you to. Unfortunately, this makes you trade places with him as wall art, but at least you end up high on the wall across from the protection spell, which should give you some ideas as to how you can get over there. Your first order of business will be to escape from the wall, and then you'll need to figure out how to get to the spell to add the hieroglyphic blocks.

Sam&Max Season Three screen change the protection spell.jpg
  1. You can talk with the guardians on the wall, and if you can answer their riddle, you'll be allowed to leave.
  2. You'll have to get the Mole Woman from reel one to read you a comic strip to learn the answer "Cucumber cut lengthwise".
  3. Notice how the guardians lean toward the bust when you put it in either niche or back on the pedestal.
  4. You'll need to get both guardians to lean over while you're wall art so you can walk across their wings.
  5. You can't become wall art while the bust is on the pedestal, so you'll need to split the bust up and put a half in each niche.
  6. The Mole Man father's scimitar trap would be a perfect way to cut the bust, but you're too lucky to pick the wrong doorway.
  7. If you could get Grandpa Mole to curse you with bad luck, you could pick the wrong doorway.
  8. Once you have obtained the Mole Girl's love letter in reel three, you'll find out why Jurgen was cursed.
  9. Talk to Grandpa Mole about his vacation plans, and tell him you're from Stuttgart.
  10. Use the bust on the doorway of your choice while you're cursed with bad luck, then put each half into a niche.
  11. Press the trip plate in the pedestal to be returned to wall art and cross the guardians' wings to the protection spell.

At the protection spell, use the hieroglyphic blocks on it to add the nullification part of the spell. You'll cause a small commotion almost falling of the ledge, and when Grandpa Mole comes out, he'll activate your modified spell for you. With the Devil's Toy Box unprotected, you can grab it and head home.

Reel 3: The Journey Home[edit]

Someone has stolen the Devil's Toy Box!

Once you've figured out the hieroglyphics in reel one, you can open the gate when you come back to reel three to escape the tomb of Sammun-Mak with the Devil's Toy Box and embark on your journey home on the train. Unfortunately, you'll find that the toy box has been stolen and your steamer trunk is now empty. You had it when you got on the train however, so you know the culprit is still aboard. You'll need to search every compartment on the train and everyone's luggage to find the toy box. Aboard the train are some Mole People, Jurgen, St. Kringle, some elves and Baby Amelia Earhart.

Baby Amelia Earhart's room is the easiest, since you can just walk right in and look around all you want. If you want to wake her up so you can talk with her, just use her music box. The Mole People's room is likewise unprotected, and you can look around in there, although you'll need to figure out how to get the Mole Man to let you look in his steamer trunk. Also on the train are piles of luggage at the ends of each car. You can look through those piles, and while you won't find the Devil's Toy Box, you might uncover some other neat stuff.

The elves' cabin[edit]

There are tons of elves in their cabin, but they're working on a top secret project so you can't go in. Until they're done with their project, they have to protect what they're working on from prying eyes. After a little investigating, you'll find the project they're working on is a new toy idea for St. Kringle. They have a prototype already, but are just waiting on a child toy tester to make sure their idea is sound before bringing it to their boss.

Sam&Max Season Three screen the elves' cabin.jpg
  1. The elves need a child toy tester, and Amelia is the only viable one on the train, but she won't do it.
  2. You'll need a way to force her over to Slushie somehow. If you've played some of reel two, it might be obvious how.
  3. After you've been cursed by the Mole Man father in reel two, you can get him to curse you in reel three by telling him his daughter has a crush on you.
  4. Talk to the elves in reel three and get Slushie to wait for you outside his cabin.
  5. While Slushie is waiting and you're under the Sexo Rejexo curse, go talk with Baby Amelia to repulse her into Slushie's arms.

With the tests completed successfully, the elves are finally ready to show their new toy to St. Kringle and let you into their cabin. Unfortunately the Devil's Toy Box isn't in there, so you'll need to continue your search.

St. Kringle's cabin[edit]

Kringle has hidden himself away in his room and won't open the door for anyone but elves and room service. His tray outside the door contains nothing but an empty glass, and it seems he's still waiting for his order to arrive.

Sam&Max Season Three screen st. kringle's cabin.jpg
  1. If you're wondering what St. Kringle might have ordered, check back in reel one (or just remember if it's no longer available).
  2. You should already have cookies in your possession, so use those on the tray.
  3. For the milk, you'll need to fill up the empty glass on Kringle's tray.
  4. Remember the Girl Mole's curse from reel two?
  5. You'll need to have the Girl Mole turn Max into a cow so you can get some fresh milk.
  6. Get the love letter she gives to Jurgen and show it to her father to anger her enough to curse you.
  7. With the milk and cookies on the tray, Kringle will definitely take it now, but you need to get inside as well.
  8. Use the Can o' Nuts after telling Kringle it's room service at the door.

Inside the cabin you can search St. Kringle's steamer trunk, but you'll only find a letter written in blood. There's only one last cabin to search.

Jurgen's cabin[edit]

Jurgen, who you first meet in Episode 203, is a German traveler and vampirephobe. Ever since he was cursed with bad luck by Grandpa Mole, he's convinced he'll be the next victim of a vampire. In fact, his cabin is littered with anti-vampire paraphernalia such as garlic cloves, crosses and stakes to ensure that no vampire could ever enter. He seems intent on acquiring something from the Mole Man in the next cabin down from his, and it seems the Mole Girl is in love with him. He only leaves his cabin briefly, and he always comes back before you're able to search his steamer trunk. You'll need to find a way to keep him out while you go through his belongings.

Sam&Max Season Three screen jurgen's cabin.jpg
  1. Your first order of business is to find out what Jurgen wants from the Mole Man, who won't let you look in his trunk.
  2. Since he won't let you open it without cause, use the Psychic Ventriloquism to fake a voice from inside the trunk.
  3. Now that you know what Jurgen wants, it's time to use it against him. Try sending him off on a wild goose chase.
  4. If you haven't done it already, search the luggage at the back of your train car to uncover the sarcophagus.
  5. When you leave the Moles' cabin, you should hear the girl saying she's going to leave. Use the Can o' Nuts to hide.
  6. When the girl is talking to Jurgen outside his door, use the Psychic Ventriloquism to trick him.
  7. Tell him "The Vampire reverse-curse?" and "It's in the sarcophagus!".
  8. That won't stop him from coming back before you can search his trunk. If only he was a vampire, there's no way he could get back in.
  9. When Jurgen is at the sarcophagus, go talk to Slushie and tell him St. Kringle wants to talk to him so he runs into Jurgen.

With Jurgen locked out of his own cabin, you can now search his belongings in peace. Shockingly, you'll find that the Devil's Toy Box isn't in his possession either. Since you've checked every place on the train, you'll be baffled until you see the real culprit making off with the toy box. Luckily you're able to regain possession of it and take it back to Papierwaite to earn your reward.

Reel 4: The Big Reward[edit]

Answer three questions to claim your prize.

Reel four is where you find out what prize you've won for bringing back the Devil's Toy Box to Papierwaite. Before you can do anything, you'll need to answer a few questions detailing how you were able to beat each of the first three reels. If you haven't completed a reel, the choice won't be available as an option, so you must complete them all before doing this one. After completing the last of the first three reels, you will start the fourth one automatically, with a small cut scene showing Sam leaving for a bathroom break and Max starting the reel without him.

Once you have answered the three questions, then the real action begins.

Q: How did you pass through the gate of the Sphunx?
Magical can o' nuts

Q: In Sammun-Mak's tomb, how did you secure the Devil's Toy Box?
Undid protection spell

Q: On the train ride back, how did you manage to thwart the thief and recover the treasure?
Beat a Baby

Defeat Papierwaite[edit]

As you might have guessed, Papierwaite had no intention of rewarding you for your service. As it turns out, he is a follower in the Brotherhood of Yog-Soggoth, and is going to use the power of the toy box to summon the dark lord himself. He has captured Sameth and dangled him above a barrel of flesh-eating ants, slowly lowering him to his doom. Papierwaite needs Maximus' special powers to do the summoning, and wants you to say the incantation. When you have the option to speak, saying the incantation will result in death, while stalling for time will switch your control to Sameth and tricking Papierwaite will draw him over to the box to look inside. With your psychic powers stripped and Sameth out of commission, you'll need to find a way to stop Papierwaite from summoning Yog-Soggoth and do it before Sameth gets fed to the ants.

Sam&Max Season Three screen defeat papierwaite.jpg
  1. Maximus only has speaking options, and none of them do anything, so you'll probably need Sameth to do something first.
  2. Sameth only has a couple inventory items, so you might as well try using them on the stuff around him.
  3. Use the newspaper on the torch so you can light stuff on fire.
  4. When you use the flaming newspaper on the counterweight for the moon, the moon will knock the dummy onto the Sphunx tongue.
  5. If you could get the dummy to fail the Sphunx challenge, it might get snorted closer to Maximus.
  6. Use the cookies on the Sphunx's nostrils to start the test which the inert dummy can't hope to pass.
  7. Now that Maximus has the dummy, he can throw his voice, but only when he's in position to do so.
  8. Use the dialogue option to trick Papierwaite so he's over by the Devil's Toy Box, then use the dummy to make him say the incantation.

Papierwaite is thwarted with his own dark magic, and Sameth and Maximus have saved the day. They take the Devil's Toy Box to the Mole People in the cellar in Little Arctic Circle for safekeeping. Unfortunately, while the Mole Girl is casting the protection spell on the toy box, Sameth and Maximus run in front of the spell, turning them instantly into the skeletons you found in present day.

Back at the projector, Sam comes back from the bathroom only to find that Max has had his brain stolen! Find out who is behind the theft and get it back in the next episode.