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The City That Dares Not Sleep
Telltale episode
Episode # 305
Villain The Narrator (initially)

Stinky & General Skun-ka'pe

Release date August 30, 2010
Sam & Max Season Three
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"Beyond the Alley of the Dolls"

The City That Dares Not Sleep is the fifth and final episode of The Devil's Playhouse.

It is also the final episode of the Sam and Max Telltale Series altogether.


The Narrator appears at the start of the episode, claiming "one of the characters [on screen at this time] will betray Sam and Max."

Max has been transformed into a giant monstrosity for reasons yet unknown. Who will save the city from the imminent peril? Will Max be able to regain control of himself? Who is behind the events of this season?!

The episode opens as Sam plans to lead a strike team into Max to help reverse the changes that have taken place. He enlists the help of Papierwaite and Dr. Norrington and also Sybil Pandemik who makes a sudden return from her honeymoon. Sam successfully constructs a giant corn dog to tempt the beast and the three enter Max's body.

Inside, they make their way up to the brain where they encounter a giant tumor. In order to cut it out, Sam will need to short out the electricity. He tries to enter the door to the main brain but the trio are teleported away. Momma Bosco informs them that they must completely override Max's body in order to get inside. Sam takes control of the legs by convincing Sybil that he understands parenthood by adopting a tiny baby cockroach.

In order to control the arms, Sam searches for someone who is literate and can resist radiation. By using the legs to approach BoscoTech Labs, he successfully abducts Sal who agrees to help him. However, the cockroach finally has enough after being poisoned by radiation and dies on the couch in Max's brain. Sam uses his loss to direct Max to Battery Park where he electrocutes him and disables the powers.

Sam approaches the door and goes inside where he meets Max's superego, a.k.a The Narrator. The Narrator informs Sam that he plans to blow up Max's brain along with himself, destroying the entire east side of the United States. Sam vows to stop him and shuts off power to the tumor. Meeting up with Papierwaite and Sybil outside, Sam learns that he must find the Cthonic Destroyer again to destroy the tumor.

Sam gathers some of Max's memories and then uses the astral projector in the Narrator's office to take control of the clones on board General Skun-ka'pe's Flagship who he believes to have the destroyer in his possession. Sam breaks out from a cell and talks to Sammun-Mak whose brain is now being used to power the ship. He then talks to Skunkape's main henchman; Gra-pea'pe; who has swapped brains with Grandpa Stinky. Sam learns that Skunkape and Girl Stinky have gone to the Cloning Chamber.

Sam takes control of a clone in the Cloning Chamber where Flint Paper is fighting hoards of henchmen which have been newly cloned by Skunkape. Girl Stinky's plan is to trick Flint into offing Grandpa Stinky by placing his brain in one of the millions of clones. Then, Flint will kill the clone and get rid of Grandpa Stinky as well. Skunkape is willing to go along with the plan but Sam succeeds in tricking him into giving him the Cthonic Destroyer by disguising some granite as the Devil's Toybox. Sam stops Flint from killing Grandpa Stinky and Skunkape is outraged when he realizes he has been tricked.

Now with the Cthonic Destroyer, Sam gives it to Sybil to complete the operation on the tumor but she is suddenly interrupted by the arrival of her baby. Sam and Papierwaite are conflicted over whether to help her or destroy the tumor but suddenly, the Max spores begin chanting that they should save Sybil. The Narrator emerges from the office and is shocked to see that Max has committed a selfless act. He has an apparent change of heart and agrees to help by getting rid of the tumor. Sam, Sybil and Papierwaite escape down Max's tear duct while the Narrator stays behind.

Outside, Sam sees a Maimtron pierce Max's chest and the giant Max teleports away. In outer space, Skunkape and Girl Stinky are attempting to escape on board General Skunkape's Flagship but their flight is brought to an end as Max teleports to where they are and explodes, presumably killing Skunkape, Stinky, Sammun-Mak, Gra-pea'pe and the Sam Clones located over there.

On the planet below, Momma Bosco attempts to clone a new Max but the plan fails and no Max is created. Sam walks out to the docks sad and looks out towards the Statue of Liberty but is suddenly interrupted by the arrival of the Mariachi time machine. Inside, the alternate past Max from Chariots of the Dogs reunites with Sam, having gone through a similar series of events which ended with his Sam turning into a monster and being blown to death, just like the giant Max. If the player chooses the "crime-fighting" dialog option when talking about the tumor in a previous scene, Sam and Max walk back into the city as the sun sets. However, if the "adventuring" option has been chosen, the two head into the time machine and off for another adventure...


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