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Sam & Max Episode 303: They Stole Max's Brain!
Box artwork for Sam & Max Episode 303: They Stole Max's Brain!.
Developer(s)Telltale Games
Publisher(s)Telltale Games
Distributor(s)PlayStation Network, Steam
Release date(s)
System(s)iOS, Windows, Mac, PlayStation 3
ModesSingle player
ESRB: ESRB E10.png Everyone 10+
Preceded byEpisode 302: The Tomb of Sammun-Mak
Followed byEpisode 304: Beyond the Alley of the Dolls
SeriesSam & Max
TwitchSam & Max Episode 303: They Stole Max's Brain! Channel

Sam & Max Episode 303: They Stole Max's Brain! is the third game in the third season of Sam & Max episodic content, titled Sam & Max: The Devil's Playhouse. They Stole Max's Brain! was developed and published by Telltale Games, and released for Windows, Mac, iPad and PlayStation 3 on June 22, 2010 through the Telltale and Steam websites for the PC versions and through the PlayStation Network for the PS3.

In They Stole Max's Brain!, Sam must find the culprits who took Max's brain while he was in the bathroom during the last reel of the previous episode. The episode features a new gameplay style with Sam searching solo in noir fashion using only dialogue options. His investigation leads him to a museum where he meets the two villains from the first two episodes of the season, General Skun-ka'pe and Monsieur Papierwaite. They have Max's brain and Sam will need to enlist the help of new allies to get it back. But who is behind the evildoers' alliance? And who is Dr. Norrington?

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

Sam's rampage[edit]

No one steals your little buddy's brain except you!

After returning to the projector at the end of Episode 302 and finding Max's brain has been stolen, Sam's rage expresses itself in a noirish journey across town, as he berates and threatens whoever gets in his way for any information relating to his little buddy's organ theft. This segment plays out differently than anything from the episodes before, as you don't use inventory items and your only options are driving to locations and dialogue choices. When speaking with someone, you must pick the correct type of response depending on what they're saying. Real progress is made when accusing someone of lying, but only if you have knowledge that would prove it. By talking to multiple witnesses to get the whole story, you can start poking holes in their individual accounts.

Flint Paper's interrogation techniques
  1. Try interrupting the suspects' story with a question, or a threat!
  2. When you interrupt different parts of a suspect's story, you get different responses. The right interruption at the right time can break the suspect!
  3. Sometimes, info from one suspect will help you break another. Remember to interrupt at the right time to get the info you need. Good luck!
Dialogue options
  • Noir: Make an esoteric statement using metaphor, usually about futility and depression.
  • You're Lying!: Accuse the suspect of lying. If you have proof, they will admit it.
  • Threaten: Take out your big gun and menace the suspect.
  • Hurry up!: Neutral statement to skip to the next part of the story.
  • Tell me more!: Neutral statement to elaborate on the current part of the story.
  • Leave: When you have multiple suspects in different locations, you can exit the interrogation and go somewhere else.
  • Conversation-specific: Sometimes a new option will appear that has to do with what the suspect is saying.

The Mole People[edit]

The Mole Cultists aren't very tough subjects.

You can start trying out your new angry interrogation style on the Mole Men cultists that let Max's brain walk out the door. They claim to have not seen a thing, so you'll need to shake them up a bit to get them talking. Following the tips you remember from Flint Paper, you can use a dialogue option in the first part of the story or just let them keep talking, but you'll need to accuse them of lying in the second part when they say the lights going out is the last thing they remember. The Mole Men break easily, and one of them will tell you that it was a space gorilla who took Max's brain and the Devil's Toy Box. It was Skun-ka'pe, your nemesis from Episode 301, who must have been released from the Penal Zone when the toy box was removed. You'll need to head out into the city to find out where he is.

Out in the city you'll find a few different suspects and you'll need to use the information you gather from them to poke holes in their stories. This will require pressing them for information and then returning when you find a contradiction in their stories. You'll need to collect two clues for the Crime-Tron to unlock another address where Max's brain might be.

Sign spinner[edit]

Some of Skun-ka'pe's minions have fallen on hard times.

The first suspect you'll see is one of Skun-ka'pe's space ape goons. He's a sign spinner now, and claims to have changed his ways with his boss' imprisonment, but he's your best bet when comes to who knows where Skun-ka'pe is now.

Story part Dialogue option
I haven't seen General Skun-ka'pe since…
Since Skun-ka'pe's imprisonment, I've been reevaluating my life choices.
You should talk to the rat.
What Rat!?
After learning he saw Skun-ka'pe…
I haven't seen General Skun-ka'pe since…
You're Lying!
A few of your Earth minutes ago I was spinning my sign…
After the general and the stranger fled the scene, I discovered…
Once I return this artifact to the general, he'll forgive my temporary abandonment…

Frankie the Rat[edit]

A no-good, dirty rat.

Frankie is a local low life, but if something is going on in the city, it's a good bet he knows about it.

Story part Dialogue option
I was giving directions to a confused tourist.
Directions Where!?
I was almost done helping the guy, see? When BAM…
So I grabbed the tourist and ducked behind a bunch of crates…
Tell me more!
After learning he didn't help the tourist…
I was giving directions to a confused tourist.
You're Lying!
I ain't saying nothing until I get some legal representation.
Like you guessed, I gave the tourist directions to the bad side of town.
When the big fight broke out…
After the fight moved on, the tourist got a nice souvenir for his trouble…

Dark alley[edit]

The German tourist may be hiding something from you.

The unlucky tourist, who is looking for the museum, was given bad directions by Frankie to the bad part of town where he would get rolled.

Story part Dialogue option
About an hour ago I was getting directions to the museum district…
I was about to give him a tip for the help when all of the sudden…
After the fight moved on, I discovered someone had picked my pockets…
After learning he got a souvenir from the fight…
After the fight moved on, I discovered someone had picked my pockets…
You're Lying!

Museum of Mostly Natural History[edit]

Your search leads you to an interesting location.

When you've obtained the Rhinoplasty psychic toy and Doctor Norrington's card, the Crime-Tron will reveal the location of the museum. You'll find it's dark and seemingly empty, and Sam doesn't have the patience to look around or explore. You just need to go upstairs and through the door to the planetarium. Inside you see there's a pitched battle between General Skun-ka'pe and Monsieur Papierwaite! They're fighting over the Devil's Toy Box, and Max's brain is there too. The brain is in a jar of demon broth and has been hooked up to a speaker so Max can talk. Unfortunately, he gets a little too excited to see Sam and alerts the bad guys. With their mutual hatred of Sam, they forge a tenuous alliance and send their goons after you. You'll need to break up the partnership somehow if you want to steal back Max's brain.

Now that Sam knows where Max's brain is and that he's still somewhat alive, he calms down a bit and you're able to go back to normal, exploratory game play. After Sam is chased out of the planetarium, you'll have control of Max's brain via his psychic power, where you can speak with Skun-ka'pe and Papierwaite, look around or return to Sam. As Sam, you can go back to Max by trying to go through the planetarium doors again. When you have control of Sam again and return to Max's body, the security guard will tell you he's going to dispose of the corpse if you don't do something. Luckily, there's a brain urn in the Egypt exhibit, and you can use the Pharaoh's brain with Max's body temporarily to appease the janitor.

Get the minions to fight[edit]

Out in the museum you'll find Sal the security guard, who is on Papierwaite's payroll, and a space ape from Skun-ka'pe's camp guarding the main door. In order to break the alliance, you'll need to get the two underlings to fight. If you use the Pharaoh's psychic powers, you may already be aware that Sal will whack the guard in the eye with one of his mandibles. The trick is going to be making it happen. First off, now is a good time to explore the museum to see everything there is to see, pick up any useful items if there are any, and look at one of the courtesy phones to get a list of numbers for the Pharaoh's Teleportation power.

Begin the battle
Sam&Max Season Three screen begin the battle.jpg
  1. If you speak with Sal, you'll find that Papierwaite is able to communicate with him via a radio earpiece.
  2. Sal's earpiece looks very much like the headset for the guided tour found by the information desk.
  3. The tour controller is in Papierwaite's voice, and has instructions on where to go and what to do.
  4. Use the tour headset on Sal to switch out his earpiece for the headset.
  5. You may have noticed that number nine on the controller would be perfect for starting a fight, but the space ape isn't near a display.
  6. Note that the Pharaoh and the space ape don't get along at all.
  7. If you could get something that looked like a display over by the space ape, that might fool Sal.
  8. If you've explored the office via the Pharaoh's Teleporation, did you find the city map? Isn't one of the displays a city?
  9. Use the Pharaoh's Rhinoplasty power to get an image of the city map.
  10. Back in the main museum, change the Pharaoh into a city, and get the guard to start shooting at him.
  11. Use the number 4 button to get Sal over to the guard, and the number 9 button to have him poke the guard in the eye.

Luckily, Papierwaite chooses the very moment you get the two to fight to come out and have a look. He's not happy that Skun-ka'pe's minion was beating up his security staff, and the first wedge has been driven between them. Now you just need to perform one more act of sabotage to fully break their alliance.

Ruin the tapestry[edit]

Next to the information desk, you'll find a tapestry of Papierwaite's favorite evil idol, Yog-Soggoth. The tapestry is his pride and joy, and nothing would make him angrier than to have it harmed. It's out of reach, so you'll need to get creative when trying to destroy it.

Destroy the art
Sam&Max Season Three screen destroy the art.jpg
  1. You'll need something that can get up to the tapestry, and that can harm it.
  2. Looking around the museum, did you find any useful pictures that the Pharaoh can turn into?
  3. Use the Rhinoplasty power on the Hindenburg picture to turn the Pharaoh into a dirigible.
  4. Stand by the tapestry with your gun out, and shoot the Pharaoh-Zeppelin when it floats by the tapestry.

Once again, Papierwaite comes outside to witness your handiwork. This time it's a deal breaker for him, and he goes back into the planetarium to give Skun-ka'pe a piece of his mind. The treaty is off, and the two bad guys start fighting again, giving you cover to go in and grab Max's brain.

The Pharaoh's reality[edit]

The new reality is kind of nice, actually.

Unfortunately, once the Pharaoh saw the Devil's Toy Box in the planetarium, he leaped at the chance to regain his powers. Seizing the toy box and its mystical items for himself, he was able to warp the fabric of reality and remake it according to his whim. In the new reality, the Pharaoh rules absolutely and Max is the only one who remembers that things used to be different. You'll find yourself back on your street, and mixed in with the normal sites the Pharaoh has included some Egyptian decoration. Sam wears Max in a jar like a backpack, and everyone prays to Pharaoh Sammun-Mak. In the new reality, everyone loves Sammun-Mak and you can get into trouble for not being devoted enough.

When you get near your car, Max will receive a message from a disembodied voice only he can hear, telling him he needs to break the Pharaoh's grip on reality. You'll be informed that there are some rebels who you can identify by their backwards salute. The only backwards-saluting people in the game are in the sewers under your street. When you talk to the Mole Men underground, do the salute to reveal the rebel, and Max will have someone to talk to. The rebels will tell you they need you to get the brain screw close to Sammun-Mak, and they will take care of the rest. Unfortunately, he is well guarded and only his inner circle can get close him. To become one of the chosen few, you will need to obtain three of the Pharaoh's Accessories of Privilege. To aid you in your quest, the rebels will give you your psychic toys back.

Ornament of Fealty[edit]

The Ornament of Fealty is given to those that are able to ferret out Sammun-Mak non-believers. There are almost no dissenters left, however, as Sal will tell you if you ask about his Accessory of Privilege at the gift vault. You'll need to catch someone in the act of disrespecting Sammun-Mak or failing to be properly obedient to his will.

Catch a non-believer
Sam&Max Season Three item ornament of fealty.png
  1. Something to look out for is anyone that refuses to kneel before the Pharaoh.
  2. Everyone seems to be willing to kneel, so you'll have to find someone who has trouble kneeling in certain conditions.
  3. If you talk with Grandpa Stinky, you'll learn that his knees always seize up in inclement weather.
  4. Specifically, Sammun-Mak was able to dispel a storm cloud that was giving him trouble, as you can read about in a newspaper.
  5. Use the Rhinoplasty power on the newspaper stand at the gift vault to take an image of the storm cloud.
  6. Go back to your home street and turn Max into the cloud, then talk to Grandpa Stinky and get him to kneel.

You may feel a little guilty about tricking someone like that, but it wouldn't be the first time you made their life miserable. And now you have one of the Accessories of Privilege.

Pendant of Inquisition[edit]

If you've done some exploring by now, you may have seen this Accessory of Privilege at Frankie the Rat's card game. He's got the pendant, but he won't give it to you or bet it while he has money to spend. If you could find a way to deplete him of money, he might be forced to gamble his pendant away. The rats are betting on which move Skun-ka'pe will use as a finisher in his fights, and they're more than happy to take a bet from you as well. There are a bunch of possibilities, and your Future Vision isn't much help, as it doesn't go far enough in the future when used on the radio, and goes past the finishing move when used on the rats. You'll have to figure out how to get Frankie to bet his Pendant of Inquisition and win the bet.

Betting on the fight
Sam&Max Season Three item pendant of inquisition.png
  1. Note that Frankie doesn't carry money on him—he uses his credit card to go withdraw funds.
  2. You may have noticed by now that Sammun-Mak is mercurial in what pleases and displeases him.
  3. If you can get Sammun-Mak to hate credit cards, Frankie's would be destroyed.
  4. Did you notice the advertisement on your street for the same bank Frankie uses?
  5. Use the Rhinoplasty on the sign to save an image of the credit card.
  6. If you've explored the museum at all, you may have seen the German tourist get in trouble for knocking down the corn dog pyramid.
  7. Turn Max into a credit card and unleash him on the corn dogs to get Sammun-Mak to declare credit cards illegal.
  8. You can discern Skun-ka'pe's winning move by using deduction and the reactions of the rats in Future Vision.
  9. Whichever move or type of move they mention you can cross off the list of possibilities, leaving you with the one he uses.

With no more money and a sure-fire way to win the bet, the pendant is yours. Time to pick up the last Accessory of Privilege so you can get in close with Sammun-Mak.

Medallion of Tithing[edit]

The Medallion of Tithing is given to those who present Sammun-Mak with his favorite thing in the whole world. Since this changes all the time, you have a good chance of getting one for yourself. All donations go to the gift vault, which is guarded by Sal the security guard. He won't take just any item, it has to be something Sammun-Mak is dying to get. You'll need to figure out what would please the Pharaoh and then find it and give it to Sal at the gift vault.

The perfect gift
Sam&Max Season Three item medallion of tithing.png
  1. If you don't already know, you can influence Sammun-Mak by using the laser light show console at the museum.
  2. Look around at the areas that are open to you to see if you can find anything to match one of the laser images.
  3. On Frankie the Rat's street, you'll see an ad for a toaster, which is one of the constellations from the museum.
  4. Even if you have something Sammun-Mak announces he loves, the gift vault will be full of them before you can donate one.
  5. If only you had the last one of whatever Sammun-Mak loved.
  6. If you already got the Pendant of Inquisition, then you know what happens to things Sammun-Mak hates.
  7. Turn Max into the toaster from the ad, then have him knock down the corn dog pyramid in the museum.
  8. With all the toasters in the world destroyed, you can use the toaster constellation and present the last toaster at the gift vault.

Now that you have all the Accessories of Privilege, head to the museum and talk to Papierwaite to get access to Sammun-Mak. Once you're close enough, try giving him the brain screw.

Taking down the Pharaoh[edit]

Unfortunately, Sam wasn't in on the master plan and stops the Mole Woman from finishing of Sammun-Mak with the brain screw. When you refuse to kill the Mole Woman, you're thrown into the Pit of Contrition to fight General Skun-ka'pe, and Max is left behind. While fighting Skun-ka'pe, your options will be Attack, Max and Taunt. Attacking and Taunting do just what you think, while Max turns control over to Max so you can use his psychic powers. You'll need to use a combination of both friends' abilities to take down the powerful space ape.

Defeat the gorilla
Sam&Max Season Three screen defeat the gorilla.jpg
  1. If you use Future Vision on Skun-ka'pe, you'll get a hint for the type of taunt to use on him.
  2. Choose the "Getting Dumped" taunt to force Papierwaite into the fight as a distraction.
  3. Note that when you attack Skun-ka'pe while he's blinded, he gets knocked back to the grate with Mole People underneath.
  4. When you use the "Mole Man" taunt, they stick their hands up from the grate.
  5. Use the "Age" taunt to get Skun-ka'pe to hit the laser light show machine and distract the Pharaoh.
  6. Now when you use the "Mole Man" taunt, the Mole Men can keep their hands stuck up out of the grate.
  7. Use the "Getting Dumped" taunt, then attack when Skun-ka'pe is blinded.

Once you've overcome the general, finish him by raining down blows on his unprotected head. Since his prize fighter wasn't able to take you down, Sammun-Mak himself descends from the throne to finish you off. Unfortunately, Sam is still under the Pharaoh's thrall and won't attack of his own volition. Additionally, Sammun-Mak takes all of Max's toys, leaving him powerless. Somehow you need to get Sam to defeat the all-powerful boy-king.

Beat Sammun-Mak
Sam&Max Season Three screen beat sammun-mak.jpg
  1. You can use Sam's love for Sammun-Mak against him.
  2. There are certain rituals so deeply ingrained in Sam that he can't help but perform them.
  3. Switch to Max and have Sam kneel to get down on Sammun-Mak's level, then have him perform the salute.

With Sammun-Mak's brain pulled from Max's body, reality returns to normal and you find yourself back in the planetarium at the Museum of Mostly Natural History. After moving Max's brain from the jar back to his body, he's back to normal and you can start worrying about getting the Devil's Toy Box somewhere safe. Just as you're about to leave, Papierwaite comes running in warning you that Sam is coming. Before you know it, you're surrounded by dozens of naked Sams. What could this all mean? Find out next episode in Beyond the Alley of the Dolls.


There are ten trophies for the PlayStation 3, consisting of one 3: Gold trophy Gold, four 2: Silver trophy Silver and five 1: Bronze trophy Bronze.

Picture Name DescriptionTrophy
Sam&Max TDP Ep303 trophy Bad Cop-Sad Cop.png Bad Cop/Sad Cop Threaten and 'Noir' everyone you meet on the street in Act 1 1: Bronze trophy Bronze
Sam&Max TDP Ep303 trophy The Grand Tour.png The Grand Tour Explore the museum completely 1: Bronze trophy Bronze
Sam&Max TDP Ep303 trophy Blimp's Eye View.png Blimp's Eye View Turn into the Hindenburg in every room and get a bird's eye view of the environment 1: Bronze trophy Bronze
Sam&Max TDP Ep303 trophy Tweenage Angst.png Tweenage Angst Have Sammunmak banish every possible object in Act 3 1: Bronze trophy Bronze
Sam&Max TDP Ep303 trophy Drop a Dime.png Drop a Dime Teleport to every phone in the museum 1: Bronze trophy Bronze
Sam&Max TDP Ep303 trophy Pound the Pavement.png Pound the Pavement Tracked Max's brain-thieves to the Museum 2: Silver trophy Silver
Sam&Max TDP Ep303 trophy Saboteur.png Saboteur! Foiled an evil alliance and recovered Max's brain 2: Silver trophy Silver
Sam&Max TDP Ep303 trophy All Hail Sammun-Mak.png All Hail Sammun-Mak Infiltrated the boy-king's inner circle 2: Silver trophy Silver
Sam&Max TDP Ep303 trophy Rhinoplastastic.png Rhinoplastastic Turned into every possible object 2: Silver trophy Silver
Sam&Max TDP Ep303 trophy Reunited (And it Feels So Good).png Reunited (And it Feels So Good) Lobotomized the Pharaoh and got Max his brain 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 by simply completing the episode:

  1. Pound the Pavement
  2. Saboteur!
  3. All Hail Sammun-Mak
  4. Reunited (And it Feels So Good)

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

Bad Cop/Sad Cop

Make sure you use the "Noir" and "Threaten" dialogue options in the first part of the game with the sign spinner, Frankie the Rat and the German tourist.

The Grand Tour

Press all the buttons on the guided tour controller you get by the information desk.

Blimp's Eye View

There are only three separate areas in the Museum of Natural History, but make sure you use the blimp Rhinoplasty image to transform the Pharaoh in the Egypt exhibit, and in the office before finishing that act.

Tweenage Angst

You have to have the toaster and credit card banished anyway, but make sure you knock over the corn dog pyramid with Max as a storm cloud as well.

Drop a Dime

You have to get the phone directory in the museum to get into the office, so just make sure you teleport to all the options on the Teleportion power: Upper Level, Egypt Exhibit, Info Desk and Office.


There are only two items you can turn into that are missable, so just make sure you use the Rhinoplasty power to turn into a skull (picture behind Sal in the museum) and a pyramid (picture next to the brain urn in the Egypt exhibit).