+-------------------------+
                         |                         |
                         |        SAM & MAX        |
                         |                         |
                         |      - Season 3 -       |
                         |  THE DEVIL'S PLAYHOUSE  |
                         |                         |
                         |      - Episode 5 -      |
                         |      THE CITY THAT      |
                         |     DARES NOT SLEEP     |
                         |                         |
                         +-------------------------+
                         | Spoiler Free            |
                         | Walkthrough for the PC  |
                         | version.                |
                         | Written by Fredk22      |
                         +-------------------------+
                         | Version 1.0 - 04.09.10  |
                         +-------------------------+

Version 1.0: Released 04.09.10
       Initial release of the walkthrough.

-----------------------------| TABLE OF CONTENTS |-----------------------------

Press Ctrl + F to bring up a browser dialog that allows you to search for
words. Search for a section's keyword to go there.

       1. Introduction         [INT10]
       2. Legal Notice         [LGN20]
       3. Walkthrough          [WKT30]
               3.1. Act 1        [WKT31]
               3.2. Act 2        [WKT32]
               3.3. Act 3        [WKT33]
               3.4. Act 4        [WKT34]
       4. Contact Information  [CON40]
       5. Last Gasp            [LAG50]


--------------------------------| INTRODUCTION |-------------------------------
[INT10]

Welcome to the walkthrough for the PC version of Sam & Max 305! My intention
with this walkthrough is to provide a spoiler-free guide that allows you to
enjoy the game to its fullest without having anything spoiled if you need to
look up something. Sometimes you may stumble upon descriptions of certain
events to clarify something, but I make sure to never reveal any of the story!
I hope this walkthrough will provide helpful!

Thank you for reading,
       - Fredk22


--------------------------------| LEGAL NOTICE |-------------------------------
[LGN20]

This FAQ is only meant for GameFAQs.com and its users. It may not be featured
anywhere else, in any way, without my personal written permission. Do not ask
for permission.

To claim that this document is yours - edited or not - is plagiarism. This is
illegal and will not be tolerated.

Any personal use (printing, quoting with reference, saving...) is of course
permitted!

For any questions, please e-mail me (see the table of contents).

I would appreciate any reports of illegal use of this walkthrough!

Thank you for reading this.


--------------------------------| WALKTHROUGH |--------------------------------
[WKT30]

This section contains walkthroughs of each act of the game. Please use the
table of contents at the top of the page to browse the acts.

SPOILER-FREE GUARANTEE: If you, at any moment, feel that the guide is too
revealing, please notify me (see the table of contents) and I will attempt to
reformulate it. However, please remember that something is not necessarily a
spoiler if it describes something that is not important or related to story.
Sometimes, descriptions are necessary, but I attempt to make them as basic as
possible.


-----------------------------------| ACT 1 |-----------------------------------
[WKT31]

Talk to Momma Bosco and go outside. I'm sure you caught up on what your goal is
here, but how do you accomplish it?

Well, you can start off by talking to Grandpa Stinky, to receive a recipe for
corndogs. Time to make some! You may notice that you already have water...

Pick up the corn dogs nearby, and you can use them to taunt Max. Either swing
it, causing Max to flail his arm towards you, or eat it to make him angry!

If you taunt him with a corn dog near Grandpa Stinky's truck, he will pick it
up. Go over to the big hole with the water and eat the corn dog. I'm sure this
gives you an idea about how to finish the rest of the recipe.

Go up on the roof of Boscotech and talk with Satan. Tell him something on the
topic of "about the scenes", and use a corn dog on his microphone.

Do to the DeSoto what you did to Stinky's truck - Wave a corn dog near it and
eat it next to the water hole. All that remains is one egg...

Back inside Boscotech, talk to Featherly about laying an egg. Talk to COPS
about a virus, ask Momma Bosco to use the Dimensional Destabilizer, and ask
Agent Superball to turn around. Go use the egg on the corn dog mix and enter
the DeSoto.


-----------------------------------| ACT 2 |-----------------------------------
[WKT32]

Use the Espresso Beans on the food processor and enter the tube.

Investigate that tumor, and try entering the door next to it. Go to the brain
again and enter the leg tube this time. You can't make progress here before you
can prove that you care about parenting, so head into the other tube.

Have a look at the roach farm on top of a shelf. You may notice that touching
the cables turns you into a vacuum cleaner robot. Use this ability to ram into
the shelf with the roach farm a few times.

Head on up and show the cockroach to Sybil. Back in the brain area, there is
another tube to Max's arms. Go there.

To gain control of the arms, you need to use the arcade machine to the left and
say whichever commands pop up on the screen. However, whatever you say turns
out the opposite. Cheat the system by saying the opposite of whatever is on
the screen - "hand" being the opposite of "foot", and "left" of "right". The
other symbol has no significance.

Well, there's a problem, as you probably saw. Try the obvious solution if you
want to, but you need someone else for this job. He can be found at Boscotech,
but first you need to go to the stomach and replace the corn dog with the
cockroach. In Max mode, go find Boscotech. You problem will be taken care of.

As Max, go to Battery Park in the south.


-----------------------------------| ACT 3 |-----------------------------------
[WKT33]

First things first, use the circuit breaker. There is an Astral Projector here,
like the one in Episode 302, but it works differently. You need some memory
slides to operate it, so switch to Max. Go find Skun-ka'pe's ship - Now you can
use the Astral Projector to go there.

Use the icon above Sam's head to switch to the clone in the cave with the
bottle. Open the fuse box, and take some water from the water bottle and spit
on it. Switch to the clone by the hamster wheel, enter it and switch to the
clone you were playing as first. Scratch up the wall and mess with the wires.

Go up through the door and talk to the brain, specifically about Mole Men,
until you are able to ask Grandpa Stinky about Skun-ka'pe. Return to the real
Sam, switch to Max and go to the cloning facility.


-----------------------------------| ACT 4 |-----------------------------------
[WKT34]

Astrally project yourself to the cloning facility. Beware of the lasers... Use
the fog machine to make them visible and go through. You'll need to trick
Skun-ka'pe again. Check your inventory...

Use the picture of the Devil's Toybox! Feed it to the camera. Now, talk about
the robot, and ask him to give it up for the bomb. Head back to Momma Bosco
through the tunnel.

Using the Cthonic Destroyer on the tentacles reveals a tear duct. To operate
it, you need tears. Now, what could make Max sad?

If you haven't yet, go to the shelf with the records in it and pick them up.
Use the one with the inuit boy on the record player, now you can use the tear
duct.

Aaand give the snot to Momma Bosco.

The End!


----------------------------| CONTACT INFORMATION |----------------------------
[CON40]

If you want to contact me, please use the following e-mail:

[email protected]

I will answer any question about the guide, and I appreciate feedback as well!
Just make sure what you're writing is actually serious, I don't want to hear
about something completely unrelated. Also, while I hope you read the legal
notice, I feel I must stress once more: No, you can not receive permission to
host this document online, or to publish it anywhere else for that matter.


---------------------------------| LAST GASP |---------------------------------
[LAG50]

And that is all, folks. All of Episode 305 - It's sad to see it go, but I'm
also very happy I discovered Sam & Max, and I sure hope the extra time I put
into this guide (I'll admit it was pretty quick) has been of help to someone.

Thanks a lot to the following people
- GameFAQs, for their excellent FAQ/Walkthrough hosting!
- Telltale Games (and Steam's summer sale!) for the game Sam & Max: The Devil's
 Playhouse!
- Anyone who has read this walkthrough, and especially those of you who dropped
 me some feedback!

Thanks for reading this and/or any of my other walkthroughs for the series -
it's been a good time.

Thank you, and good-bye!

       Copyright 2010 Fredrik "Fredk22" Johannessen
       Sam & Max copyright Telltale Games