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Sam & Max Episode 301: The Penal Zone
Box artwork for Sam & Max Episode 301: The Penal Zone.
Developer(s)Telltale Games
Publisher(s)Telltale Games
Distributor(s)PlayStation Network, Steam
Release date(s)
IOS icon.png
Windows icon.pngMac OS icon.png
Windows, Mac OS
PlayStation Network icon.png
PlayStation Network
Steam icon.png
System(s)iPad, Windows, Mac, PlayStation 3
Mode(s)Single player
ESRB: ESRB E10.png Everyone 10+
Preceded byEpisode 205: What's New, Beelzebub?
Followed byEpisode 302: The Tomb of Sammun-Mak
SeriesSam & Max
TwitchSam & Max Episode 301: The Penal Zone Channel
YouTube GamingSam & Max Episode 301: The Penal Zone Channel

Sam & Max Episode 301: The Penal Zone is the first game in the third season of Sam & Max episodic content, titled Sam & Max: The Devil's Playhouse. The Penal Zone was developed and published by Telltale Games, and released early for the iPad on April 2, 2010. The game was later released on April 15, 2010 for Windows, Mac OS and PlayStation 3 through the Telltale website for the computer versions and through the PlayStation Network for the PS3. The game began distribution through the Steam website the following day.

The Penal Zone begins with an introduction to the season's new systems of enhanced inventory usage and Max's psychic powers. An escaped convict from the Penal Zone, General Skun-ka'pe, is on Earth searching for psychic toys and his plans threaten the planet and even the entire universe. Sam and Max will need to find the psychic toys before General Skun-ka'pe and develop Max's powers to defeat the alien gorilla. Many characters return from previous seasons, such as both Stinkys, the COPS and Harry Moleman.

Getting Started[edit]

Sam & Max is a point-and-click adventure game for multiple systems. Unlike previous seasons, movement in The Devil's Playhouse is handled with its own controls. Around the world are "hotspots", with which the characters can interact. When the cursor is over a hotspot, the cursor will turn green and the item or character's name will be shown in the lower right hand corner. You solve puzzles during the game by interacting in a (somewhat) logical way with the environment, talking with other characters and collecting items that are held in your inventory.

In Season Three, you have the option to inspect and sometimes use items in your inventory as well as take them out for use in the environment. In addition to the enhanced inventory system, Season Three also adds a notebook, psychic powers for Max and a Crime-Tron system run by the COPS. The notebook gives you information on the current case, such as what your main objective is and who the main characters in the episode are. Max's psychic powers are obtained by finding toys, each of which bestow a different ability. You can enter Max mode at any time, and the powers can provide clues for solving puzzles or they may even be mandatory for completing a puzzle. When the Crime-Tron is available for use, you may input two inventory items and, provided each item is in the system, an attempt to match them together will be made, which may result in a new area being unlocked.

Note that the controls can be viewed at any time from the menu, and more control options are available for the Windows and Mac systems than are shown in the table.

Windows / Mac iPad PlayStation 3 Action
WASD Touch screen and drag in a direction Neutral lstick Movement
 ↑  ↓  Tap option Neutral dpad Navigate menus
PC Mouse Left Click.png Tap person or thing Cross button Interact, make selection
PC Mouse Left Click.png Tap power Neutral rstick Select Max power
Hold Shift N/A Circle button Run
PC Mouse Right Click.png Tap back option Circle button Cancel, back
Q Tap Max shield Triangle button Use Max mode
E or PC Mouse Middle Click.png Tap box Square button Open inventory
C Tap notebook Select button Open notebook
Esc Press home button Start button Menu
Space N/A Start button Pause
N/A Touch two fingers on screen R2 button Show selectable objects
N/A N/A R1 button L1 button Cycle selectable objects

A vision of the future[edit]

The game begins with a mad alien gorilla raining down destruction from his juggernaut ship on the helpless city. Inside the ship, you are trapped in a cage and need to start using Max's psychic powers to free yourself. This section of the game is basically a tutorial, with on-screen instructions, the narrator and the alien brain all explaining how to use the features of the game. For the most part, just do as the game says, but be prepared to use your own brain in a few spots.

Stop Skun-ka'pe
Sam&Max Season Three screen stop skun-ka'pe.jpg
  1. Use Max's Teleportation ability with Stinky's cell phone to escape the cage.
  2. Take the Rhinoplasty from the display and use it on the picture next to Stinky.
  3. Put the homing beacon on General Skun-ka'pe while using the Max-plant as cover.
  4. Use the remote control to try and suck Skun-ka'pe into the Penal Zone.
  5. Talk to Harry Moleman at the back of the ship, then get the Mind Reading cards and read Harry's mind.
  6. Call Harry's number with the Teleportation ability to get to the upper deck.
  7. Use the Rhinoplasty on the weapons display on the back wall to turn Max into a bazooka, then use Bazooka Max on Skun-ka'pe.

With General Skun-ka'pe sucked into the a vortex to the Penal Zone, you've saved the day. However, after a brief interlude with the narrator, you find that it has all been a vision of the future. Shortly after seeing the vision, General Skun-ka'pe arrives on his spaceship, saying he has come in the name of love and peace. Sam and Max know better, and it's up to you to stop Skun-ka'pe and his evil plans.

Save the brain[edit]

You must revive the helpful alien brain.

After finding the Future Vision toy, you decide you need to find a way onto Skun-ka'pe's spaceship to see if you can find anything helpful. It's easier than you think, as you can just walk right in. Inside you'll find that the helpful alien brain from the future appears to be dead. Use your Future Vision on Sam to find out that you need Stinky's demon broth and Momma Bosco's futuristic power core. Before you get started collecting the items needed to bring the brain back from the sleep of one hundred deaths, check out the moleman processing chamber on the upper deck.

The demon broth[edit]

Inside Stinky's you'll find that Grandpa Stinky is jealously guarding his demon broth from you. It seems he's still upset with you for stealing his tar cake recipe 30 years ago (in Episode 204), and the demon broth is his the key to millions of dollars to which he feels entitled. Using your Future Vision around the diner should give you some ideas for how to get the broth from him.

Getting the broth
Sam&Max Season Three screen getting the broth.jpg
  1. In Future Vision, you'll see that Stinky doesn't care about the demon broth once he gets his payday.
  2. In Future Vision, the radio announces that Harry Moleman won $700 million on a lottery ticket.
  3. At Bosco-Tech Labs, talk to Harry to find out that he'd do anything for one of Skun-ka'pe's off-world vacations.
  4. Use the off-world vacation ticket with Harry to trade him for his lottery ticket.
  5. Give the lotto ticket to Grandpa Stinky so he wins the money and you can grab the demon broth.

With one of the ingredients needed to revive the alien brain, it's time to find that power core.

The power core[edit]

From talking with Momma Bosco at Bosco-Tech Labs, you may have learned that her power core was stolen. With Future Vision you can find out that she hired Flint Paper to retrieve the power core for her, and you happen to know that he's currently sitting in Stinky's having some spaghetti. Other things to note in Stinky's are the suspicious way girl Stinky disavows any knowledge of the power core and the mysterious green button she has behind the counter. With your Future Vision, you will also learn that Stinky will leave the restaurant when she gets a call from her secret lover and someone plans to stick a hatchet in Flint's head!

Getting the power core
Sam&Max Season Three screen getting the power core.jpg
  1. If you've tried using the hard hat before, you may have noticed that Sam will only give to someone who needs it.
  2. Give the hard hat to Flint Paper after watching him take an axe to the head in Future Vision.
  3. Ask Flint about the power core and his big case to get the mysterious note.
  4. Go out to the DeSoto and phone Stinky's cell with the new number you got from the mysterious note.
  5. When Stinky leaves, go in and press the green button behind the counter.
  6. Down in the subway, check the pile of junk for the power core.

Now that you have everything you need, head back to the spaceship and use the demon broth and power core on the alien brain. Don't forget the jumper cables from the back of the DeSoto you'll need to hook the power core up to the brain.

With the brain reawakened, it senses toys around and General Skun-ka'pe comes back. Luckily the brain is able to pretend to be too weak to scan for toys, and Skun-ka'pe believes it. When he's gone, the alien brain will unlock another toy for you down on the lower deck. This toy grants you the ability to teleport to any phone for which you have the number. You still don't have any of the other toys you saw in the future, which means Skun-ka'pe must be out looking for them in the city. You need to either stop him or get to them first.

Find Skun-ka'pe[edit]

Get to Skun-ka'pe before he destroys the city!

To find Skun-ka'pe, you'll need to follow his trail from new location to new location. You'll also need to gather some equipment so you're prepared to face him and send him back where he belongs. Your only option to start with is teleportation, as the DeSoto can only go places you've already been. All the phones but Stinky's cell are also in familiar locations, so call her cell and see where it takes you. You'll find yourself on a random street corner, where you'll see Stinky's cell on the sidewalk. There's nothing else to do here, but now you have Stinky's cell in your inventory. It's time to start working on getting to Skun-ka'pe. But first you'll want to be prepared for when you see him.

Get the remote control[edit]

Superball informs you that Skun-ka'pe is a bad guy and that he's broken out of the Penal Zone. If you quiz him a little, you'll find that Momma Bosco has a dimensional destabilizer you can use to send him back. Unfortunately, when you get to Bosco-Tech Labs, you'll find Skun-ka'pe's minions are guarding it and won't let you in. Furthermore, if you try to teleport inside with Max's power, they'll throw you out and keep Max to beat on. You need to get rid of the goons so Momma Bosco can give you the destabilizer and prepare you for when you run into the general again.

Get into Bosco-Tech Labs
Sam&Max Season Three screen get into bosco-tech labs.jpg
  1. Look around the premises for anything new since the last time you were here.
  2. You might want to take a closer look at the pigeon up on the banner from the roof.
  3. From out on the banner pole, you're directly above the guard outside Bosco-Tech.
  4. Do you remember what the brain said about teleportation? Anyone Max is touching will be teleported at the same time.
  5. When Max is inside with the gorilla, switch to Max mode and teleport to Stinky's cell phone when Sam is out on the banner pole.
  6. With both guards unconscious, you're free to enter the building.

Inside, you'll find a torn receipt and Momma Bosco will tell you you can use the remote control on a nearby shelf to create portal to the Penal Zone wherever you go. In order to use it on the general, you'll first need to make sure he's wearing the homing beacon. You don't have it on you, so go look around and see if you can find it. In case you didn't do it already, don't forget to harass the pigeon up on the banner pole so it drops the shiny thing for you.

Get the homing beacon[edit]

Grandpa Stinky is back from winning his millions of dollars, and you find out that he gave it all away to General Skun-ka'pe's war fund. In return for his largess, Skun-ka'pe has made Granpa Stinky his second in command and given him a badge to prove it. What Grandpa Stinky doesn't know is that the badge is really the homing beacon for the Penal Zone. Unfortunately, he refuses to give it to you, so you'll need to find a way to strip him of his possession.

Stinky's badge
Sam&Max Season Three screen stinky's badge.jpg
  1. When you talk with Stinky, note that after praising Skun-ka'pe and exiting the conversation, Stinky is still fighting Max.
  2. Since Max is touching him, you could teleport him somewhere, but where?
  3. Did you fully explore Skun-ka'pe's ship after reviving the alien brain?
  4. Check out the moleman processing chamber again—it takes all your stuff and forces you to teleport to escape.
  5. With Stinky's cell phone in the personal effects bin, you've created a new place to teleport.
  6. Leave the cell phone on the ship and get Max to fight with Stinky, then teleport to Stinky's cell.
  7. When you retrieve your things, you'll have the homing beacon that was taken from Grandpa Stinky.

Now that you have the homing beacon and a way to open up the portal to the Penal Zone, you just have to find Skun-ka'pe so you can use them.

Tracking down Skun-ka'pe[edit]

When you found the power core, you also came across an old scanner. If you've talked with the COPS, you'll know they're looking for a new addition to the team to replace Bluster Blaster, and since the scanner has a name tag, it's a good bet she's the one. The scanner will act as the new Crime-Tron system. The Crime-Tron will analyze two items from your inventory for a possible match that will give you a clue in the form of another location in the city. When you put an item in the Crime-Tron, it will ding if it finds the item in its database and you'll see a small icon in the scanner's window. If the item isn't in the database, it will buzz and you won't be able to put it in the scanner. When you find two items that are in the database, they will be scanned for possible connections. If successful, your map will open up showing you a new location in the city.

Meesta Pizza

Given the items you should have collected so far, the first location you'll open up on the map is for Meesta Pizza. Use the shot glass and Stinky's cell phone in the Crime-Tron to find the match. When you get there, you'll see a quaint pizzeria storefront, with leftovers outside and empty pizza boxes in the side alley. You'll need to find another clue for the Crime-Tron if you want to keep looking for the general.

A new clue
Sam&Max Season Three screen a new clue.jpg
  1. In Future Vision, you'll see yourselves up on the roof—but only pigeons can get up there.
  2. There are some pigeons by the trash on the side of the building, but they only eat tasty pizza-flavored food.
  3. You need to get the cell phone to the roof to you can teleport there, but first you'll have to flavor it.
  4. Use Stinky's cell on the pizza boxes so the hungry pigeon eats it and flies up to the roof.
  5. Use Max's Teleportation ability to go to Stinky's cell and find the new clue up on the roof.
Pawn Shop

Use the clue you got at Meesta Pizza with the engagement ring from outside Bosco-Tech Labs to unlock the pawn shop on your map. Here's you'll be blocked from entering by another one of Skun-ka'pe's minions, so you'll need to get rid of him before you can check out the pawn shop.

Get rid of the ape
Sam&Max Season Three screen get rid of the ape.jpg
  1. Use Future Vision on the trash cans so you know what you're looking for when you search them.
  2. You can move the manhole cover to reveal a dangerous fall into the city's sewers.
  3. Use the banana peel on the manhole lid to get rid of the gorilla, then enter the pawn shop.
Toy Store

Put the paddle ball toy and the receipt into the Crime-Tron to unlock the last location: Bob's Toys!s. All you have to do here is use Max's Future Vision on Sam, and then Skun-ka'pe will show up and throw you in prison on his ship.

Back to the future[edit]

Sam&Max Season Three screen back to the future.jpg

You're back on the spaceship, just like in the beginning of the episode when Max was viewing the future. The only difference is Stinky is also locked up, whereas before she was out sitting on her throne. If you talk with her about herself, tell her Skun-ka'pe's not that bad, and marvel at his spaceship, she'll get herself let out and then you can teleport to her cell phone like before. Unfortunately, since Skun-ka'pe now has the Future Vision toy, he was able to see your plan before you put it into action. He took all the toys you used before to send him back to the Penal Zone, and instead sends you there. In the Penal Zone, you'll find a strange ticking sound belongs to the anti-matter bomb the general strapped to Max's back. After he shakes it off, you can use Max's Teleportation power to escape before the dimension is destroyed.

Having locked onto your signal, Momma Bosco diverts you to her lab, where she and Superball are waiting to give you a new device you can use to send the general to another dimension. The rift generator has the ability to create a whole new dimension wherever you turn it on, and whoever has the homing beacon will be sucked into it. The plan is to turn your office building into the new dimension and send Skun-ka'pe there somehow. Grab the rift generator from the table, then teleport back to Stinky's cell so you can put the homing beacon on Skun-ka'pe.

Place the homing beacon[edit]

Back on the spaceship, you'll sneak past Skun-ka'pe while he's congratulating himself and go talk with the alien brain on the upper deck. He'll release your personal belongings to you, and after you're done talking with him you sneak back down to the lower deck to try and place the homing beacon. When you attempt to use the homing beacon on the general, the alien brain will distract him, allowing you to pin it to his back. Now you just need to create the new dimension and he'll be sucked right in.

Use the rift generator[edit]

You know you're supposed to turn your office building into the new dimension, but when you get back to your street, Skun-ka'pe starts to chase you around with his ship shooting his disintegration ray at you. Once it locks on to your position, it powers up and shoots a second or two later. During that time you can move away from the impact zone to escape the blast.

Get into your building
Sam&Max Season Three screen get into your building.jpg
  1. You can't get in through the front entrance, so you'll need to find another way.
  2. Remember that the mole men are working on a tunnel right underneath your building.
  3. The problem is you can't get across to the tunnel to see where it goes.
  4. Lead the ship's ray to the crack in the street, and let it blast a hole there so Sybil's boxes fall in.
  5. Teleport to Sybil's phone and you'll be in the right place to head down the tunnel.

Now that you're in the right place to set up the rift generator, you'll need to power it up somehow. Momma Bosco said it would take unimaginable power to use the rift generator, so you'll need to find a huge energy source.

Power up the generator
Sam&Max Season Three screen power up the generator.jpg
  1. There is an outlet by the boiler in the back of the cavern, but there's no power to it.
  2. Quiz the mole men to see if they know of a source of great power.
  3. Use the power cable by the mole men and plug it into the toybox to power up the building.
  4. Turn on the rift generator to suck Skun-ka'pe into another dimension.

Everything went according to plan, but unfortunately Skun-ka'pe is able to grab onto a piece of re-bar sticking out of the wall and prevent himself from being sucked into the vortex with his super strength. You'll need to find some way to make him let go. Try finding something he wants more than his own self-preservation.

Beat Skun-ka'pe
Sam&Max Season Three screen beat skun-ka'pe.jpg
  1. Note that he refuses to let go of his toys. He really loves those toys!
  2. You have a toy in your inventory: the paddle ball toy.
  3. You'll first need to ensure that Skun-ka'pe will slip directly into the vortex when he lets go.
  4. Note how sweaty the mole men get when you look at them with your Future Vision.
  5. Turn up the heat with the boiler, then offer the paddle ball toy to Skun-ka'pe.

With Skun-ka'pe taken care of, all seems well until the narrator reminds you that this is just the beginning of the story, and many unanswered questions still remain. The episode ends on an ominous note, as Sam and Max find what appears to be their very own bones through the wall by the toybox.


There are 13 trophies for the PlayStation 3, including one 3: Gold trophy Gold, three 2: Silver trophy Silver and eight 1: Bronze trophy Bronze.

Picture Name DescriptionTrophy
Sam&Max TDP Ep301 trophy Is This Your Card.png Is This Your Card? Read the mind of everyone aboard General Skun-ka'pe's flagship. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Soothsayer.png Soothsayer Saw a future vision for Sam in every possible environment. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy To the Five Boroughs.png To the Five Boroughs Visited every location available in this case. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Crime-Tron.png Crime-Tron Used all of the correct combinations of clues in the Crime-Tron. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Pret-a-teleporter.png Pret-a-teleporter Teleported to every available phone in the case. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Ask Your Parents.png Ask Your Parents Heard 7 references no one under the age of 30 will understand. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Don't Ask Your Parents.png Don't Ask Your Parents Heard 10 double entendres. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Frequent Flier.png Frequent Flier Smacked Max out of the way in every environment. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy Part of a Nutritious Breakfast.png Part of a Nutritious Breakfast Used the Nutrition Specs to reveal a secret object. 1: Bronze trophy Bronze
Sam&Max TDP Ep301 trophy We're on the Case.png We're on the Case! Sent General Skun-ka'pe to the Penal Zone in Max's future vision. 2: Silver trophy Silver
Sam&Max TDP Ep301 trophy The Brain Awakens.png The Brain Awakens Brought the Alien Brain back to life. 2: Silver trophy Silver
Sam&Max TDP Ep301 trophy Ape Escape.png Ape Escape Tracked down General Skun-ka'pe. 2: Silver trophy Silver
Sam&Max TDP Ep301 trophy The Penal Zone.png The Penal Zone Sent General Skun-ka'pe to the Penal Zone once and for all. 3: Gold trophy Gold

Trophy guide[edit]

A few of the trophies are gained naturally through the course of the game, but the others require you to do extra exploring to unlock them. The following trophies will be acquired through simply completing the episode:

  1. We're on the Case!
  2. The Brain Awakens
  3. Ape Escape
  4. The Penal Zone
  5. Crime-Tron

You will need to complete specific actions for the rest of the trophies.

Is This Your Card?

In the beginning of the episode when you have the power to read minds, make sure you read everyone's minds:

  • Harry Moleman
  • Stinky
  • Skun-ka'pe
  • Sam
  • The alien brain

Use Future Vision on Sam at each of the following locations:

  • Straight & Narrow
  • Subway
  • Bosco-Tech (inside and outside)
  • Stinky's Diner
  • Skun-ka'pe's ship
  • Meesta Pizza
  • Pawn Shop
  • Toy Store
  • The Cavern of the Box
To the Five Boroughs

The only missable place is the side of the subway reached from climbing down from the street. You'll visit everywhere else just by playing through the game.


You'll likely have teleported everywhere by playing, but just in case, go through and teleport to each phone one by one. The only ones you might not use in the game is Stinky's diner and the COPS.

Ask Your Parents

There are seven old-school references that count toward the trophy, but only three of them require that you find them on your own. The rest will be heard by finishing the episode.

  • Look at the baby carriage in the subway.
  • Look at the dresser at Bosco-Tech Labs.
  • Look at the ectoplasm at Bosco-Tech Labs.
Don't Ask Your Parents

There are ten double entendres needed for this trophy, and the following two must be explicitly found by you:

  • Talk to Max about his presidency and then other planets.
  • Ask the mole men cultists about the rift generator in the Cavern of the Box.
Frequent Flier

You can smack Max out of your way by walking into him. This trophy expects you to do it not just in every location, but also in every section of every location. Make sure you hit all the following spots:

  • Skun-ka'pe's ship (lower deck, upper deck, moleman processing chamber)
  • Straight & Narrow
  • Subway (areas accessed via ladder, Stinky's Diner and Sybil's cell phone)
  • Stinky's Diner
  • Bosco-Tech Labs (rooftop, street, inside entrance, lab floor)
  • Meesta Pizza
  • Pawn Shop
  • The Penal Zone
  • The Cavern of the Box
Part of a Nutritious Breakfast
Note: The new location and Nutrition Specs are only available on the PlayStation 3 version.

After beating the game, you will find a new location on your map when you start a new game. You can search the dumpsters there to find the Nutrition Specs, and you can then use them the Abe Lincoln pudding head in the subway to find out that it contain's 1% carboard. Check the Lincoln head normally, outside of Max's powers, and you'll get the carboard and the trophy.