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Sam & Max Episode 305: The City That Dares Not Sleep is the fifth game in the third season of the Sam & Max episodic series by Telltale Games. It is the final Sam & Max game of the series.

Max has been transformed into a gigantic, monstrous creature from the Dark Dimension. As he rampages the city, he releases psychic spores that appear as floating, flaming Max-heads, and which lull the populace to sleep to feed off their nightmares.

Sam, Momma Bosco, Papierwaite, Dr Norrington, acting-president Superball, Mr Featherly and the C.O.P.S. are locked in BoscTech labs seeking a solution. With no other hope in sight and Superball ready to launch a nuclear strike against Max, Sam leads a team inside Max's body in an effort to cure him before it's too late.

This final chapter of The Devil's Playhouse reveals the identity of the monochrome narrator who has led the player through the season.


You start in BoscoTech, base of operations for countering Max's rampage. Acting-president Superball is ready to launch a nuclear strike against Max. Momma Bosco suggests entering Max's body through his mouth, accessing his brain and fixing whatever is wrong with him. Sam must put together a crack team to get the job done.

Find a team
  1. How can you learn who's willing to help?
  2. Dr Norrington knows about beings from the Dark Dimension
  3. Talk to Momma Bosco and Dr Norrington volunteers

A heavily pregnant Sybil returns and joins the team to take on all the other roles. The next step is to get eaten.

Get Eaten by Max[edit]

Outside BoscoTech, Sybil has already modified the DeSoto for travelling through Max's body. All that's left is to make it appetising enough to get eaten. Flint Paper and Grandpa Stinky are hanging out on the street corner, and Sal is lurking in a nearby alley. Up on the roof, Satan and Jurgen are making a documentary film.

Find a recipe
  1. Grandpa Stinky might know how to make a tasty DeSoto
  2. Ask about his Demon Dogs and he gives you the recipe

The recipe requires pork (or a substitute), water, cornmeal, oil and an egg. The water is already ticked off the list because there's a huge pool of water in one of Max's footprints nearby.

Add cornmeal
  1. The truck is full of cornmeal but it's too heavy to carry
  2. Who might be strong enough to carry a ton of cornmeal?
  3. Max loves corndogs. Pick up the box by the truck and use one from your inventory to get his attention
  4. Wave the corndog while near the truck and Max picks it up
  5. Walk to the pool of water and eat the corndog and Max empties the cornmeal into the water in frustration
Add oil
  1. There's a vat of oil up on the roof, but Satan won't let you past
  2. Even if you could get to the oil, how would Sam add it to the mix? Some help is needed
  3. Satan is waving that microphone around provocatively
  4. Ask Satan about life "Behind the scenes" and he puts down his microphone to check his hair/make-up
  5. Use the box of corndogs with the abandoned microphone to make a sneaky swap
Add meat substitute
  1. Recall the goal of all this Demon Dog making malarky
  2. Sybil has added wiener-scented air fresheners to the DeSoto. It's a perfect meat substitute
  3. The DeSoto can't move over land any more. How to get into into the mix?
  4. Use another corndog and wave it near the DeSoto to have Max pick it up
  5. Walk to the pool of water and eat the corndog to have Max drop the DeSoto into the mix
Add an egg
  1. Who might be able to provide an egg?
  2. Mr Featherly tries, but can't perform with everyone watching
  3. Superball will turn around on command, but only for 5 seconds
  4. Momma Bosco and Papierwaite won't turn around, so how else can you distract them?
  5. Ask them about the Dimensional Destabiliser and they're distrated, but only for 15 seconds
  6. The C.O.P.S. can't turn around, so how else can you distract them?
  7. They're nervous about viruses and shutdown for 60 seconds to reboot their systems
  8. Ask the C.O.P.S. about viruses, then quickly ask Momma Bosco about the Dimensional Destabiliser, then quickly ask Superball to turn around and Mr Featherly will finally perform
  9. Use the egg on the pool of water outside

Escape the Stomach[edit]

You find yourself in Max's stomach but he's in a food coma that could last for weeks so no blood is flowing to the brain or other organs.

Perk up Max
  1. You have some espresso beans in your inventory
  2. In the centre of the kitchen is a food processor which Max uses to digest food
  3. Use the espresso beans on the food processor and the tubes activate, giving you access to the rest of Sam's body

You reach the brain and discover a giant tumour. Sybil can't operate to remove it because it's electrified. Cutting the medulla oblongata should help, but Max's psychic powers separate the team and prevent you from reaching the central brain. The solution is to zap Max with a high voltage to temporarily block his psychic abilities, but that requires taking control of Max's body and forcing him into Battery Park.

Take Control of the Legs[edit]

Sybil can control Max's legs by running on a treadmill. But Max's psychic powers are broadcasting Sam's inner thoughts about Sybil's pregnancy. Sybil is understandably insulted and refuses to help while Sam has such negative views on parenting.

Awake Sam's inner parent
  1. Perhaps there's something of use in Max's inventory room (accessed via the Leg room)
  2. The roach farm has an egg that looks ready to hatch
  3. Look at the roach farm and the egg hatches. Sam is a father, but can't get to his foster son!
  4. Max transforms Sam into different objects when he interacts with the chocolate bar, the balloons or the speaker cables. Can one of those bring the roach farm to Max?
  5. The robot vaccuum cleaner whizzes about agressively
  6. Ram the vaccuum cleaner against the shelves 3 times in a row and the roach farm falls off
  7. Use Sam Jr on Sybil to placate her and get her on the treadmill

You can now control Max by clicking the Max icon at the top right of the screen. You are free to move him around the city but cannot do much without control of the arms. Explore the city to find Battery Park, your final destination, at the bottom right. The lights of BoscoTech Labs are also an obvious landmark where Sal is now hanging around on the roof.

Take Control of the Arms[edit]

Papierwaite can control Max's arms by playing Twister, but needs to know what commands to follow. Sam can read the commands from the arcade machine. Each command consiss of a direction (Left or Right) a limb (Hand or Foot) and an object (Bacon, Pistol, Bullet etc). Should be simple, but Max's psychic powers change anything Sam says so Papierwaite hears the wrong commands.

Give the correct commands
  1. Whatever you say, Papierwaite hears the opposite
  2. Try saying the opposite of what's displayed
  3. If the screen displays "L", say "Right". If the screen displays "R", say "Left"
  4. If the screen displays a foot, say "Hand", if the screen displays a hand, say "Foot"
  5. If the screen displays a foot, say "Hand", if the screen displays a hand, say "Foot"
  6. Say any object except the one that's displayed

After giving three correct commands, Max has the final laugh and the resulting arm spasm (somehow) results in a Maimtron robot embedding itself in the arm control room with its radioactive core exposed. Sam faints from the radiation so needs to send in someone who is resistant to it.

Find an assistant
  1. Sam Jr claims to be able to resist a nuclear winter, but can't read. What other cockroach do you know?
  2. Sal is hanging around on the roof of BoscoTech Labs, but how to get him inside Sam to help?
  3. You need to get Sam to eat Sal
  4. In the stomach there is a plate showing the food Sam is currently craving
  5. Use Sam Jr on the plate to replace the corndog and Sam eats Sal

Sal helps take control of the arms, giving you full control of Max (assuming you've already completed the Legs section). You can finally walk Max to Battery Park and grab the batteries to disable Max's psychic powers and gain access to the central brain.

Sam discovers the monochrome narrator is none other than Max's super-ego. Frustrated by Max's mindless violence and crude jokes, the super-ego has decided to kill Max with a psychic explosion that will take out half the USA with it.

Turn off the medulla oblongata (the switch at the far left of the room), then leave the central brain. Sybil tries to operate on the tumour, but it has been infected with Dark Matter. Only the Cthonic Destroyer - Max's psychic toy robot - can remove it. Dr Norrington senses that Skun-ka'pe has it.

Find Skun-ka'pe[edit]

The only psychic power left available to Max is the Astral Projector that will allow you to project yourself into the body of any Samulacra/Dogglegangers near to places Max remembers. Unfortunately, most of the his memories are missing and the book of slides that you can use with the Astral Projector is almost empty. Restoring Max's memories of places in the city will add new slides to the book.

Restore Max's memories
  1. You can remind Max of the good times by walking around the city and using things
  2. Five different locations can be unlocked but most of them are useless or inaccessible due to a lack of Samulacra. Which location would be the best for finding Skun-ka'pe?
  3. Skun-ka'pe's ship is shooting at Max. Use it to remember it, then astrally project yourself into that memory

Sam finds himself locked in a cell, with two other Samulacra nearby. You can't achieve anthing until you escape.

Escape the cell
  1. You can astrally project into each of the other two Samulacra and interact with things in each cell
  2. The clone to the right can open a fue box. Damaging that might help
  3. After opening the fuse box, drink some water, then spit to short out the fuse box
  4. The ship now needs emergency power. How to provide it?
  5. Project yourself into the clone to the left and use his hamster wheel
  6. Project back to the central clone and use the backdrop to reveal some wires. Use the wires and you are thrown violently out of your cell

You are free, but Skun-ka'pe is nowhere to be found. Sammun-Mak's brain is in a jar upstairs, controlling the ship. Perhaps he knows where Skun-ka'pe is.

Interrogate Sammun-Mak
  1. Saying certain words to Sammun-Mak causes the ship to react
  2. Talking about molemen partially opens the door to the processing room
  3. Keep on talking about molemen and the processing room door eventually opens all the way

Grandpa Stinky emerges from the processing room. Perhaps he knows where Skun-ka'pe is.

Interrogate "Grandpa Stinky"
  1. Talk to Stinky enough and it becomes apparent that something fishy is going on
  2. Ask about "Grandpa Stinky" and you learn this is an ape minion who has been put into Grandpa Stinky's body
  3. Ask where Skun-ka'pe is and you finally learn he is in the clone processing plant

You know where Skun-ka'pe is, and now just need to get there.

Locate Skun-ka'pe
  1. You need to help Max remember the clone processing plant
  2. The processing plant is a tall building somewhere around the top middle of the city
  3. Use the processing plant to remember it then astrally project yourself into it using the new slide

The Clone Processing Facility[edit]

The clone facility is in chaos. Flint Paper is fighting off ape minions and your Samulacra has a bomb strapped to his chest. A laser grid prevents you from getting any closer to Skun-ka'pe.

Get past the laser grid
  1. The lasers block your path and you can't see them
  2. Use the fog machine to the to make the lasers visible
  3. Walk through the laser grid

You're in the middle of the action and need to get the Chthonic Destroyer from Skun-ka-pe.

Get the Chthonic Destroyer
  1. There's a projector displaying an image on a piece of rock based on a photo in front of a camera laying on the ground
  2. This clone has a photo of the Toybox in his inventory
  3. Use the photo with the camera to make the rock look like the Toybox
  4. Talk to Skun-ka'pe to make a deal to swap the Chthonic Destroyer (toy robot) for the bomb
  5. Leave the clone processing facility through the tunnel to the right

Cure Max[edit]

The Samulacra with the Chthonic Destroyer gets eaten by Max. After giving the destroyer to Sybil, her waters break, her focus becomes her baby and she won't help save Max anymore. Max demands that you save Sybil and the Max Super-Ego (the narrator) realises that Max does have a sensitive, selfless side. The narrator says he will remove the tumour while you save Sybil. The only way out is through the tear duct (newly cleared of tentacles) but to use them, Max must be crying.

Make Max cry
  1. The record player allows you to change Max's inner monologue
  2. The shelves next to the record player contain several records, which one might make Max cry?
  3. "Are You There, Great Bear Spirit" is a heart-warming story
  4. Use the "Are You There, Great Bear Spirit" record on the player and listen to it to make Max cry (listen carefully to the background sound effects)
  5. Escape through the tear duct

Enjoy the ending, with the brief interactive portion of giving the Max-snot from your inventory to Momma Bosco.