Control Panel

Sam & Max: The Devils Playhouse: Episode 5: The City That Dares Not Sleep – Walkthrough (Tell Tale Games/2010)

By Leon | May 24, 2023

Sam & Max: The Devils Playhouse: Episode 5: The City That Dares Not Sleep Walkthrough Warning! This page contains the complete solution or walk-through to this game. Reading this page can spoil the challenge to complete the game by yourself. Please consider this when reading on. The walk-through of this game given here might not be the optimal solution, it’s a solution. Just to prove that the game can be finished. If you want a section of the walk-through or just a hint, send us an email with the part where you’re stuck, we’ll send you the section of the page you’ll need.

[Note: if it says ‘talk to’ it means exhaust all dialog (there’s a lot!)]

You need to get inside Max’ head.

Bosco Tech Labs

Talk to Agent Superball, then to Momma Bosco. She’ll tell you about the team you need. And so enters Sybil who completes the team. Talk to Mr. Featherly and finally talk to the machine next to Mr. Featherly: C.O.P.S. You come with a plan to rescue Max.  Walk to the right to use the elevator and walk to the right to use the exit.


Talk to Sybil to learn about the way to get into Max’ head: a massive sausage. Look at the DeSoto to find out what changes Sybil made to it. It’s ideal to travel inside Max but it can’t go on road. Walk to the left and look at the massive pothole. Walk further to the left and you’ll talk to Flint. After that, talk to Grandpa Stinky. He’ll give you the RECIPE for the corn dogs. Now all you need to get is the ingredients.

The truck on your left contains the cornmeal you need. Try to take it to realize that you can’t lift that. Take the BOX OF CORNDOGS from next to the truck. Stand next to the truck and open your inventory. Activate the box of corn dogs and when Max is watching, wave the corn dogs. As soon as Max picks up the van, walk over to the giant hole and eat the corn dog. The van will be emptied into the pothole.

Walk past the pothole to the back and use the fire escape to climb to the roof. Look at the water tower that’s now filled with rapeseed oil. One of the ingredients you need but there’s a film crew in the way. Talk to Satan. Talk especially about the ‘behind the scenes’ and Satan will put down his microphone and retreat to make-up.  As soon as the mic goes down, use the box with corn dogs with the microphone to swap them. As soon as Max gets air of the corn dog, he’ll swipe and get the water tank, emptying it into the pot hole.

Walk to the right to go back to the car. Repeat the trick you did with the van so open your inventory and activate the corn dogs. Wave them at Max and once you get his attention, walk over to the pothole and then eat the corn dog. That’s another ingredient added. Now only the egg.  Walk to the right and use the lab door to enter the lab again.

Bosco Tech Labs

Walk left to the elevator to reach the basement floor and walk to the left to talk to Mr. Featherly. Ask him for an egg but he can’t deliver one with everyone looking. You need to distract everyone.

Talk to C.O.P.S. behind Mr. Featherly and ask about viruses. This will C.O.P.S. to reboot and gives you 30-60 seconds. Walk to the right and talk to Momma Bosco. Ask her about the Dimensional Destabilizer. This will get you 15 seconds with her and Mr. Papierwaite being distracted. Finally talk to Agent Superball and ask him to turn around. This gives Mr. Featherly the chance to lay an EGG.

Walk to the right to use the elevator to the top floor, then walk to the right and use the exit to enter the street again.


Walk to the left and use the egg on the pothole. Your recipe is complete. Use the corn dog DeSoto to enter Max’s stomach.


You need to get to Max’ brain. Talk to Sybil and she’ll tell you how. Use the jar of espresso beans from your inventory with the food processor next to the sink. This will activate the tube going to Max’s brain. Use the tube to travel there.


You’ll notice the large tumor. But it’s glowing. Use the tumor to find out there’s too much power there and to cut off you need to disable the modulo oblongata.  Use the record shelf to see what Max’ ideas were. There are four records sticking out. Take them all 4. Leave the shelf and walk to the right. Use the tentacles to realize you need to hurry. Walk further to the right and use the white door to the brain.


The team is split up by Max’ psychic powers. You’re now back in the stomach. You need to get the team back together and make Max go to the power plant to zap him and disable is powers temporarily so you can access the brain. Use the tube again to travel to the cerebral cortex.


Use the tube with the blue bubbles to the right of the tentacles to travel to Max’ arm.


You’ll find Papierwaite here in the games room. He has found a way to move Max’ arms but you need to use the  arcade machine to override the signals. Use the arcade machine and tell Papierwaite whatever you see on the screen. But if you say what you see, you’ll say the opposite. So if you see a hand, say foot, if you see left, say right etc.

After three times the manual override should be active. But there’s still something not right. There’s too much radiation and you’ll pass out, waking up in the cerebral cortex.


Paperwaite will return to the arms but you must send someone else over there who’s resistant to the radiation. Walk to the left to the tube with the white bubbles and travel to Max’ legs.


Talk to Sybil who’s here in the games room. She can also hear what you’re thinking so be careful. You’ll try to persuade her to get on the treadmill but not matter what you say, she won’t go. You need something to distract your mind. Use the tube with the purple bubbles to go to Max’ stuff.


Maybe  you can find something here that will change your thoughts. Look at the roach farm on the left on the top shelf to see an egg hatch and the baby roach thinks you’re the dad. In the middle of the room is a pile with spare cables. Use the cables and you’re turned into a vacuum cleaner. All you can do is roll around.

Bump into the cabinet with the roach farm several times until the farm drops on the floor and spills the baby ROACH. You’ll hover it up. Use the tube on the right to travel back to Sybil (you can’t drive into the tube).


Use the roach with Sybil and she’ll be convinced that you can care. This will make her jump on the treadmill and now you can move Max. Use the tube with the white bubbles to return to the brain.


Use the tube with the green bubbles to travel to the stomach.


Look at the ‘Now Craving’ platter on the left. There’s a corndog there which indicates Max wants a corndog. But instead use the cockroach with the platter to swap it with the corndog and Max will now crave roaches.

Use the Max Shield next to your inventory and tell Momma Bosco you want to control Max. Now you can walk him through the streets.


Walk north and to the left to where you can see searchlights pointing to the sky. Walk over to the lights because Bosco Tech Lab is there. Menace the labs until Sal gets swallowed whole and Girl Stinky falls from the roof. Select the Max shield on the upper right and ‘Return Home’


You’ll find Sal here. Talk to him and tell him to override the arms. When he returns, he’ll die of radiation but you can control Max. Use the shield in the upper right and tell Momma Bosco that you want to control Max. You can walk the streets again, this time with full control of the arms.


Walk to the right until you reach Battery Park. Explore Battery Park and see how Max gets electrocuted.


Use the white door to enter the brain. Talk to the narrator. After the conversation, walk to the astral projector on the right. Look at it and the narrator will tell you it’ll only take slides now. Look at the memory book next to it to see it only has one slide.

Walk to the left side of the desk and use the circuit breaker to make it possible for the brain surgery to start. Use the white door to leave the room and see that Sybil wants to start but Mr. Papierwaite stops it and tells you about the dark matter. You then remember that the only way to destroy it is with the toy robot now in possession of Skunkape. You need to find him.

Use the shield at the upper right corner to control Max and tell Momma Bosco so.


Apart from finding Skunkape, you also need to retrieve memories. There were six slots in the album and one slide was already there so you need to find 5 more. Several buildings (4) in the city are clickable to retrieve the memories.

Just below you is Battery Park (1). Walk to the left, opposite the park to find the Federated Consolidated Building (2). Walk slightly south (you’ll see Max walking left) until you find Bosco Tech lab (3). And finally that flying purple thing that’s shooting at you: it’s Skunkape’s spaceship (4).  With all those memories, select the shield in the upper right and go home.


Use the white door to get to Max’ brain. Look at the memory book and use the Skunkape’s Flagship slide. Choose for Astral Projection. You’re now (a clone of you) in the slide.

Skunkape’s Slide

Use the backdrop to reveal some wires. Look at the rock on the ground and at your neighbors. On the right is SP-42-X, on the left is HW-021-S. Use the Astral Pyramid (either above your head or on the upper right) and choose SP-42-X to clone into him. Look at the fuse box on the wall, then use the drinks bottle attached to the bars to drink from it. But rather than swallowing it, spit it out on the fuse box to destabilize things a bit. Select the Astral Pyramid again and switch to HW-021-S.

Use the hamster wheel to activate the emergency stabilizers. Then you’ll automatically switch back to T-16-K9. Use the wires on the wall again to get a shock and you’re sent backwards through the glass wall. You’re out of your cell but not out of trouble yet.

Walk down and then to the door on the right to reach the upper deck. There’s a brain in a jar on the balcony. Talk to the brain to discover who it is and what it’s trying to do. During the conversation Grandpa Stinky will appear. After talking to the brain, talk to Grandpa.

He will tell you where you can find Skunkape and he’ll tell you about the cloning chamber. Click in the Astral Pyramid and go back.


Use the shield on the upper right and you’ll control Max again.


Walk south and to the right to the Cloning Chamber on the right and select the building to recover your last memory. Select the shield on the upper right and go home.


Look at the memory book again and now the final memory is in there, you can select the Cloning Chamber slide and use it with the Astral Projection.

Cloning Chamber Slide

Walk towards Flint Paper to find the laser bars blocking your path. They’re invisible. Look on your right. There’s a fog machine. Use it to make the lasers visible and when you walk to the left you can get past the lasers. Walk all the way south until you can see General Skunkape and Girl Stinky.

Talk to the General but you’re not getting any closer to getting the robot. After the conversation, walk to the back where there’s a box and a projector on it. Next to the box on the floor is a camera. Take the Devil’s Toybox Photo from your inventory and use it with the camera, hooked up to the projector.

It looks like the toy box is there and it gets the general’s attention. As soon as he comes over to take a look, talk to him about the robot, then tell him to swap it for this bomb. Because you can blow up the chest. As soon as the general hands over the robot,  walk to the right into the tunnel to leave the slide.


Tell the team you have the robot and you’ll be eaten so you can hand over the robot to the real Sam.


Give the toy robot to Sybil. But as soon as she wants to remove the tumor, she’s going into labor. She needs to get out of there fast. Look at the tear duct and open it. If you want to use this as an exit you need to find a way to make Max cry.

Walk to the left to the record player. Take the “Are you there, Great Spirit Bear” from you inventory and use it on the record player. Then walk back to the tear duct and use it again to get out of there.

Bosco Tech Labs

To get Max back, Momma Bosco needs a sample of Max’ dna, less than a week old. Open your inventory and take Max’ snot out of there. Give it to Momma Bosco and she’ll get Max back.

Game source: A demo of the game was found here on the internet.

Topics: Commercial, Walkthrough | No Comments »

Hints & Tips

Hints and tips about this game can be requested by clicking this link, remarks on the game and/or walkthrough can be made below.