Sam & Max Wiki
Beyond the Alley of the Dolls
Telltale episode
Episode # 304
Villain Charlie Ho-Tep
Release date July 20, 2010
Sam & Max Season Three
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"They Stole Max's Brain!" "The City That Dares Not Sleep"

Beyond the Alley of the Dolls is the fourth episode of The Devil's Playhouse.


Being beset by a horde of Sam clones following the end of They Stole Max's Brain!, Sam & Max lose The Devil's Toybox and flee into Stinky's Diner along with General Skun-ka'pe. They find the secret escape tunnel they used before isn't working, but after acquiring the mind-reading Toy of Power Skun-ka'pe had been holding onto, they discover another secret escape tunnel.

This tunnel leads to a highly-advanced room filled with cloning equipment apparently used to create the clones. Since this equipment is made by BoscoTech, suspicion falls on Momma Bosco. After successfully returning her to their plane of existence via a seance, Sam & Max eventually find out that she's not behind the clones herself, but did make the cloning equipment for some unknown customer for a large amount of money. Luckily she should be able to take command of the clones, if she can get a new body.

The cloning machine controls that would allow that are blocked by eldritch tentacles from the Dark Dimension, but an opportunity presents itself: they discover a series of tunnels, one of which leads straight to the museum. Breaking into Anton Papierwaite's office, Sam & Max confront him and find Dr. Norrington, revealed to be a (weak) manifestation of the elder god Yog-Soggoth. Yog-Soggoth tells them where to find the Cthonic Destroyer, a Toy of Power that will let them get rid of things from the Dark Dimension. He also tells them that gathering the Devil's Toybox and The Toys of Power in one place, as the person behind the clones is trying to do, could dangerously weaken the fabric of reality and allow his even more powerful grandson Junior to be brought forth and wreak havoc.

Back at Stinky's Diner, Grandpa Stinky has now hired Flint Paper to interrogate Girl Stinky over the secret passages that have been discovered in the diner. Sam helps Stinky get away by pretending that they were preparing a surprise party for Grandpa Stinky and then follows her to her boyfriend, the mysterious Mr. S, who is revealed to be Sal. They confront the two lovebirds but Stinky and Sal are suddenly taken under the clone master's control as they work in the lab.

Sam & Max take the other tunnel to the left, which they discover leads to the BoscoTech lab, where they find Harry Moleman and Agent Superball putting on a seance. Harry explains that Momma Bosco has been missing and Superball believes she has something to do with the Sam clones, so they put on a seance to fish her out, by contacting one of Harry's deceased relatives, his Uncle Morty. Max uses his ventriloquism to pretend to be Morty's ghost and fool Harry. Somehow, the seance ends up bringing back Momma Bosco and she explains that she was building cloning tech for an anonymous client unaware of his true intentions.

Using Momma Bosco's dimensionator, Sam & Max retrieve the Cthonic Destroyer and access the clone cooker where they create a new body for Momma Bosco and successfully teleport up to the central control platform using Stinky's cellphone but in the process, Sal topples from the centre in the abyss, his fate unknown. Momma Bosco knocks Stinky unconscious and overrides the clone control, allowing Sam to instruct the clones to lead them to their master.

They follow the clones to the docks where they are entering the building where the Devil's Toybox is being held. Intending to use the ventriloquism power to distract the clones, Max gets out Charlie Ho-Tep only to discover that the puppet himself is actually alive. Charlie reveals himself to be the one controlling the clones and captures Sam and Max, taking the toys of power for himself.

At the Statue of Liberty, Charlie is executing his plan to summon Junior using the clones and toybox, with Papierwaite, Norrington and Sam all captive. Charlie wants to summon the elder god so that they can play together again and is furious when Norrington points out that Junior hated Charlie, giving Sam the distraction necessary to change Charlie's piano music (controlling the Sam clones and the ritual) and allow Max to climb to the top and save him. Unfortunately, Charlie notices Max and blasts Norrington and Papierwaite to the ground below — Norrington appears to be dying and Papierwaite lies still.

Charlie rises into the air and Yog-Sogoth, with its last drops of energy, fully unlocks Max's latent psychic powers so he can use them without the toys. He tricks Charlie into blasting the Devil's Toybox, halting Junior's summoning and destroying everything around from the dark dimension including Charlie himself. Max plummets down and lands in the Statue of Liberty's torch, the previous focus of the summoning ritual, where his fall is broken by the demon seed left therein; getting up, he accidentally ingests the seed.

Suddenly, Max begins to undergo a transformation and becomes a hulking, terrifying, building-sized, and Cthulhu-like beast. He marches towards the city, leaving Sam standing at the base of the statue watching him wreak havoc.


  • The title is a reference to the 1970 film "Beyond the Valley of the Dolls."
  • When Max uses the Cthonic Destroyer on the Dark Dimension tentacles, he quips "Unholy THIS!", saying he heard it in a video game. This is a nod to the Tales of Monkey Island series, which used he line in the first and fourth episodes at critical plot points.
    • Sam will also make a reference to it saying "I'm selling these fine Nehru jackets..." to Papierwaite.
    • During the final battle with Charlie Ho-Tep, Max is able to turn into a manatee throat grub and Charlie beats him by turning into a anesthetic needle. This is a another nod to the Tales of Monkey Island series, with the grub only appearing in the third episode and the needle from the first and fourth episode used by the Marquis De Singe.
  • The BLU dispenser seen in the Sam Clone cavern is a nod to Team Fortress 2. The game previously added Sam and Max-themed items for players to use as a reward for pre-ordering The Devil's Playhouse through Steam.
    • Sam can hit the dispenser with a wrench (like the Engineer, a playable class in the game). 8 times after first commenting on it. On the 8th hit, the dispenser will produce Banang. If Sam attempts to pick up the Banang, Max will unplug the dispenser.
  • Throughout the episode in Sam's notebook, the title for the section of Sam's clones will change between "Samulacra" and "Dogglegangers."
  • Using Psychic Ventriloquism on the jukebox in Stinky's Diner will result in Max beginning to sing King of the Creatures before having Sam stop him.

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