Characters: Sam & Max

aka: Sam And Max Freelance Police

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    Title Characters 


"You crack me up, little buddy!"

Sam is one half of the titular Freelance Police, and is depicted as a six foot tall anthropomorphic dog in a Film Noir-styled suit and fedora. He tends to come off as more level-headed and less violent then his partner Max, but not by much. He's passionate about justice, heavy weaponry, and bluegrass; and, to a lesser extent, popsicles, although he's self-conscious about his weight. He retains a mostly laid-back personality, except for his enthusiasm for his warped sense of justice. Max is usually the only thing keeping him from taking his "job" too seriously.

Although most of the time he acts like a human in a dog costume, Sam sometimes behaves like a dog, sticking his head out the window, whining, growling, or enjoying dog treats. He was born March 3rd, presumably sometime in the 1970's, and has been best friends with Max ever since they were children. Since then, they'be been inseparable, living and working together. He wields a Hand Cannon revolver, which he's quick to use, despite having terrible aim, or the fact he doesn't know what the word "aim" even means.
  • Expansion Pack Past: Occasionally he will remember when he did some sort of job after get out High School and before become Freelance Police. For example: He was a Circus Acrobat, a Cranny Plumber and... a Monkey.
    • He also apparently went to stewardess school, which is why he always offers people warm towels or pillows, particularly during interrogations.
  • Extreme Omnivore: Max is just a regular junk-food hoarding Big Eater, but Sam is definitely one of these. Just listen to one of his pizza orders.
  • Fan Nickname: After his Dirty Harry style makeover in episode 303, Sam became Noir Sam. It's starting to verge on Memetic Mutation.
  • Finger Gun: His favorite gesture when he is not actually holding a gun.
  • Guest Fighter: One of the opposing players in Poker Night 2.
  • Hand Cannon Revolver
  • Hates Being Touched: The only person that he lets touch him is Max.
  • Heartbroken Badass: Noir Sam from They Stole Max's Brain! is basically a parody of this: He's not only imitating resident Badass Flint Paper, he also has an option in the interrogation wheel to go into random "Noir" Speeches, which is basically Angst.
  • Heroic BSOD: 305's ending credits are nothing but him walking alone through the city towards the harbour, a stunned expression on his face as the Lonely Piano Piece does its thing.
  • Heroic Comedic Sociopath: However, compared to Max, he can pass for normal. The games make him even milder, due to his position as the Player Character. He's still counts, though, as someone who cheerfully inflicts pain and suffering for mild amusement, or simply because it's the most convenient way to deal with a problem.
  • Hollywood Tone-Deaf: He howls his songs.
  • I Call It "Vera": His Hand Cannon Betsy.
  • Jerk Ass: Even though him and Max are best friends, he seems to abuse him quite often when rushing for the phone or just out of the blue. But who knows, Max probably enjoys it.
    • He also busted the tail light on some random and unfortunate driver's car, pulled him over and fined him $10,000 for driving with a broken tail light that Sam caused.
    • Jerk with a Heart of Gold: However, he does still try to help others intentionally, even if it doesn't benefit him at times.
  • Late to the Punchline: It takes Sam absurdly long to get Superball's "As a medium, I'm more of an extra small" joke, but when he does, he cracks up.
  • My Greatest Failure: Sam is unable to save Max.
  • Nice Hat: His trademark Fedora is so slim, it sits on top of his head. Some time between episode one and two of the first season he managed to fit an anti-hypnosis device (a coat hanger on top of a colander) in it.
    • It's his buy-in item in Poker Night 2, and Team Fortress 2 fans can win it for their very own, where it's called the "Bloodhound." It's wearable by both Sniper and Spy.
  • Only Sane Man: Although he's really not that sane, he comes off as this compared to the rest of the cast.
  • Psycho Electro: Well, not him. Past Sam, an alternate-timeline Sam created in "Chariots of the Dogs". According to Past Max, he became a monster and was destroyed, much like what happened to Max in "The City That Dares Not Sleep". However, instead of psychic powers, he had monstrous electromagnetic powers.
  • Replacement Goldfish: According to Past Max, Past Sam was killed in an incident mirroring Max's death in "The City That Dares Not Sleep", prompting Past Max to time travel in order to team up with Sam.



Max is a "hyperkinetic rabbity thing" and the second half of the Freelance Police. Unhinged, uninhibited and near psychotic, Max enjoys violence and tends to prefer the aggressive way of solving problems. Still, he has a sharp mind and an observational nature, and it's apparent that his seemingly short attention span is not because of his inability to focus (although that is there), but instead because he grows bored easily and always wants to try new experiences.

Although he seems to have a heartless personality, he seems to genuinely care about his few friends; he strongly believes in protecting Sam, and can be pretty possessive over their status as partners and best friends. He dislikes long stories and rambling anecdotes, and occasionally ask Sam or other characters not to use certain words, such as "ensue" or "acumen."

He was born July 10, presumably sometime in the 1970's, and is about the same age as Sam. For unknown reasons, he has a metal plate in his skull, and in the third season, he develops psychic powers. He wields a Luger pistol; but since he's naked, other characters frequently ask him where he keeps it, to which he responds "none of your damn business."

It should be noted that at the end of "The City That Dares Not Sleep," Max dies. Any future installments of the franchise would be starring the Past Max from "Chariots of the Dogs," who joins Sam after the 305 credits.
  • Afraid of Needles: This is only ever mentioned once, but in one of the comics, Max is trying to get a tattoo. When he realizes that the process involves needles, he begins to scream until he actually passes out from fear.
  • Ambiguously Gay: Max "doesn't like girls," wishes Sam would stop "looking so damn tasty," constantly attacks Sam (apparently confusing violence with affection,) and confused Sam picking up an engagement ring from the street with a proposal.
    • Of course, after you tinker with time in Chariot of the Dogs, he loses the "doesn't like girls" part of his personality, especially lusting for Momma Bosco. This actually sticks in the third season.
    • In 'They Stole Max's Brain!', at the planetarium Max can talk with General Skun-ka'pe, who claims that according to his scans, Max doesn't like girls despite having expressed a desire to find women. It seems that he really isn't supposed to be attracted to the opposite sex, but he is now due to the aforementioned time tinkering.
    • In 'Beyond the Alley of the Dolls,' he refers to the Sam clones as "sexually provocative" and "dashing." Except for Sam himself, who insists that they're rakishly handsome brutes, everyone else just calls them portly or half-naked. So...
    • Again, in 304, they learn that Bosco had to become a male stripper to pay off his debts to the casino in Vegas. Sam says "Ew," while Max says "Interesting." To add to the ambiguity, Max has an expression somewhere between interest and "Oookay, that's weird...."
  • Anti-Hero: Type V
  • Ass Shove: Presumably, where he keeps his gun.
  • Attack of the 50-Foot Whatever: Max occasionally sputters out that he wants to do this. And in The City That Dares Not Sleep, he does... but then he's not really himself.
  • Attention Deficit... Ooh, Shiny!: "Quick, let's get out of here before Sam gets distract - ooh, switches!"
  • Ax-Crazy: A somewhat benign example.
  • Berserk Button: Don't call Max short.
    • Even more so, never claim to be Sam's best friend. Demon Peeper's never learned, seeing as how Max killed him in about ten seconds when he claimed that.
    • Max has numerous other minor buttons based on his ever-shifting mental state, including being compared to his father and having "Walk Like An Egyptian" quoted at him.
    • He also has developed a severe hate for banang after the gag about it, going through large lengths to avoid it being mentioned again, and going absolutely crazy when it actually does get mentioned.
  • British Brevity: Max likes British Serials, because their short run appeals to his attention span.
  • Cool Gun: His Luger.
  • Cloud Cuckoo Lander: Max's grip on reality is shaky at best. It's more pronounced in the cartoons, where his inclination to disembowel had to be reined in, but even when he's allowed to be violent, he is (as Sam puts it in the very first episode of the Telltale games) "an unfathomable well of something".
  • Cuteness Proximity: When he and Sam meet Baby Jimmy Hoffa in "Moai Better Blues," he's reduced to a pile of mush, squealing things like "He's just adorable!" and "I can't believe how perfect he is!"
  • Designated Victim: Not to a ridiculous degree, but since Sam is the player character in the games, it's usually Max who ends up getting captured, killed, or his brain stolen.
    • It's ironic, since he's obviously the more powerful of the two of them. He's the president, high priest, and king of three different civilizations, and as of season 3, has increasingly powerful psychic powers. There's a point in 304 where you can read Sam's mind, and find that he's privately worrying to himself that Max won't want a partner anymore, now that he's so strong. Yet he's still perfectly happy to follow Sam around and do what he says.
  • Ditzy Genius: Max has memorized pi to a thousand decimal places, but can't remember how to open the closet.
  • Drives Like Crazy: Both Sam and Max don't pay any attention to the rules of the road, but Max is considerably worse than Sam.
  • The Gift: His psychic powers in season 3.
  • Grand Theft Me: In "They Stole Max's Brain," Sam puts Sammun-Mak's brain in Max's body because Sal was going to throw it out if he didn't start moving around, fully intending to remove it once they got Max's brain back. Things don't exactly work out, though, and Sammun-Mak ends up completely hijacking the body, and, um, kind of uses his powers to rewrite reality and make him the god-king of the entire planet. Whoops.
  • Guest Fighter: One of the opposing players in Poker Night at the Inventory.
  • Hammerspace: One of the possible places the completely naked Max could be storing his gun. This has been left intentionally mysterious, but during a brief body swap in Night of the Raving Dead, Sam's first comment (in Max's body) was "So that's where you keep your gun!", which implies Max has the gun somewhere on his person, raising another possibility.
  • Heroic Sacrifice: In 305, The Narrator promises to stay behind and get Max back to normal in five minutes - but they only have four minutes before the last Maimtron is fired. For once, there is no magical Deus ex Machina to help them at the last minute, so when Max's powers finally overwhelm him and he's on the verge of actually exploding, he teleports away to Skun-ka'pe's ship to save the city.
  • Heroic Comedic Sociopath
  • Hidden Depths: Max is apparently writing a poignant Inuit coming-of-age novel. Except he loses a chapter each time he has to make room for anything else in his brain, such as memorizing a new phone number. So we probably aren't going to see it. Ever. Never mind!
  • Hive Mind: Word of God states that Max's delusions are caused by being part of one, and sharing memories and thoughts with a thousand other Max's in a thousand other worlds.
    • Although they might have been making it up to appease fans who thought 305's ending was a cop-out because Past Max won't be the same as the Original Max. If this is true, then Past Max will still know everything the Original Max did.
      • There's quite a bit of evidence to suggest the hive mind's existence actually in-game though, one of the most specific examples being the Mole Cultist's prophecy from 301, which includes the lines that Max will "merge with the collective unconscious to become one with infinity." So while there are hints to it, until if/when it's explained more explicitly in Season 4, your mileage still may vary on whether or not you take Telltale's word for it
  • I'm Taking Her Home with Me!: Despite his sociopathic personality, Max has a fondness for cute things; when he sees something he likes, he will occasionally ask Sam if he can keep it.
  • Killer Rabbit: Quite literally.
  • Let's Get Dangerous: For all his sociopathy, Max's mayhem is usually limited to extremely poor decision-making and offscreen beatings. But in episode 205, Demon Peepers makes the horrible mistake of claiming to be Sam's real partner and best friend, and Max literally rips him apart.
  • Like You Would Really Do It:invoked We're told from the very beginning that if Max overuses his powers, his head will most likely catch fire and he will explode. That is exactly what happens, and now he's Killed Off for Real.
  • Living Weapon: Sometimes Sam will practically grab him and use him in the literal sense. In Hit the Road he's part of the inventory.
  • Magic Feather/ The Magic Was Inside You All Along: For once, played completely straight in 304's finale.
  • Max Has Standards: In Poker Night at the Inventory, the Heavy's story makes even Max gape; or during Max's conversation with Tycho about what happened during "Chariots of the Dogs."
    • "...are you asking me if I ever schtupped Momma Bosco?!"
  • Morality Chain: Sam actually has a pretty violent temper, and he only really keeps it under control for Max's sake. As soon as he's out of the picture, Sam can totally snap. Max actually seems to have some awareness of this, and will use his influence to either soothe or goad Sam when he loses his temper.
  • Never Got to Say Goodbye: Sam and Max never get a chance to say farewell to each other before 305's finale, because Max never returns to normal after all. All they get is one last wave.
  • Nightmare Fuel Station Attendant: "ENJOYING THE RIDE, SAM?"
  • No Mouth: When his mouth is closed, usually because he's surprised or contemplative, it completely disappears.
  • Pet the Dog: No, not Sam; but in 305, the player bears witness to the first and last truly unselfish act Max has ever performed during the "Save Sybil" scene.
  • Psycho Supporter: Of Hugh Bliss
    • He's also a huge fan of Flint Paper, and once explicitly states that what he respects about him is the fact that he's really insane. He even writes Fan Fiction about him.
  • Puppy-Dog Eyes: Part of his Wounded Gazelle Gambit. Doesn't work that well, though, since his Brown Eyes more resemble those of a shark than a puppy.
  • Replacement Goldfish: After Max's death in 305's finale, Sam attempts to clone him from his DNA to replace him. He fails. Soon after, though, Sam meets Past Max from "Chariots of the Dogs" and decides that that's good enough for him.
  • Ripple-Effect-Proof Memory: Max was not affected by Sammun-Mak's changing of history presumably due to having the Gift.
  • Slasher Smile
  • Stylistic Suck: Max apparently dreams of being a writer, and has hundreds of ideas for novels. But none of them are very...good.
  • Temporal Paradox: Despite his death at the end of Season 3, his past self quickly appears from the time traveling elevator to fill his recently deceased future self's place, allowing for more adventures.
  • Toilet Humor: His trademark armpit farts.
  • Wasn't That Fun?: Expect Max to invoke some variation of this after any death-defying escapade.
  • Weirdness Magnet
    Max: Alien ships love to abduct me. Is it my fault that I look so probe-able?
  • Wouldn't Hurt a Child: Max actually seems to really like kids, even though they're obviously terrified of him. Even just having him wave to them reduces them to tears.
    • In 305, when Sybil goes into labour, he instinctively manages to regain enough control of himself to order everyone the hell out so that she can give birth safely. This is what ultimately proves to The Narrator that yes, he's capable of being selfless and is worth living. This is despite the fact that he was minutes away from exploding and if they'd stayed a little longer, they could have saved him.
  • Your Head A Splode

    Supporting Characters (All Versions) 

The Commissioner

"If anything happens, I'll deny I ever knew you."

Sam and Max's most frequent employer, in spite of never having been seen in person. All he has to do is call (or send drum signals, or subspace hails), and any task that's too big, too small or too weird for the regular authorities to handle will soon be taken care of. This when he's not berating the duo for the large amounts of property damage, bloodshed and general mayhem they're prone to causing. Apparently he hails from British Columbia.

  • The Voice: Pretty much, although his voice has never been heard in the cartoon or games. The closest we've come is a word balloon in the comic.
  • The Faceless: So far, a signed picture of his chest has been his only on-screen appearance.

Flint Paper

"Flint Paper is insane. I really respect that."

Sharing the office next door to Sam and Max, Flint Paper is more your gritty, hard boiled old school sort of private detective. And when we say old school, we mean Good Old Fisticuffs, lots of gunfire, and pounding on thugs until they squeal. Most of his adventures happen off screen and he's mostly noticed when the sounds of violence leak in from next door but he does occasionally end up helping the Freelance Police and is someone you want on your side in a fight (and not just because the alternative is ending up in a world of pain).

  • Jack Bauer Interrogation Technique: He even gives classes about it!
  • Hero of Another Story: He is always seen investigating another case, although there is some professional overlap with Sam and Max in season 2 and season 3 where they investigate the same case in a few episodes. As a result of being busy, he is only sometimes helpful even though he really seems to like Sam and Max just fine.
    Sam: I don't think Flint's taking us seriously, Max.
    Max: If I were as cool as him, I wouldn't take us seriously, either.
  • Memetic Badass: In-universe example. Sam goes to him for advice on being a private eye, Max writes Fan Fiction about him, and he's well-known for being able to kill anything.
  • Metaphorgotten: Speaks and thinks in convoluted noir-tinged metaphors which often end up in...uncomfortably explicit places. And they usually involve hobos, for some reason.
  • Nigh Invulnerable: His character description states flat-out that he cannot be killed, though a briefly glimpsed (and quickly averted) Bad Future in "The Penal Zone" does show him taking a hatchet to the back of the head.
    • In episode 305, during a fight with Skun-ka'pe's clone ape army, he takes a knife to the back of his shoulder. He quickly pulls it out without any indication of bleeding or pain.
      • That could be considered a Shout-Out, because Flint was often seen with a knife in his shoulder in the comics. He's probably used to it.
  • Private Eye Monologue: Apparently, he can only think in these.
  • Slasher Smile: Dons a real scary one when leading an arrested Grandpa Stinky to the pit of contrition for his supposed heresy against Sammun-Mak.
  • Weaksauce Weakness: He is deathly allergic to peanuts. So far, no one has been able to exploit it (although Girl Stinky tried once in The Penal Zone).

    Supporting Characters (Animated Series) 
Many characters in the animated series were directly adapted from the comics; this section is for characters exclusive to the cartoon.

Darla "The Geek" Gugenheek

Added to the series as an Affirmative Action Girl, Darla the Geek, or just "The Geek", is a Child Prodigy Gadgeteer Genius who lives and works below Sam and Max's office building in the "Sub-basement of Solitude". She is the provider of many wonderful toys to Sam and Max, when she's not yelling at them for busting up her lab... again.

  • Child Prodigy: So much so that the President and the head of the United Nations call on her to stop the hole in the ozone layer and an asteroid crashing into earth.



Ahem. Lorne is an obsessed fan of Sam and Max, alternately eager to come to the "rescue" as much as stage his own drama so he can play Distressed Dude and make Sam and Max need to rescue him. The Freelance Police are a bit split about him: Sam tries to be sympathetic, Max is just plain creeped out.

  • Karma Houdini: In his first appearance, anyway.
  • Loony Fan: Idolizes Sam and Max to the point of being a...
  • Psycho Supporter: He sets up a Death Course for Sam and Max to conquer and fakes his kidnapping so he can be "saved" by them.
    • Of course, Sam and Max being who they are, that just finally earns him a few points in their good books.

    Supporting Characters (Telltale Games) 


"Hey guys, it's me, Bosco!"

Bosco is the owner of Bosco's Inconvenience store and the the Freelance Police's usual go to guy for information or (very overpriced) gadgets. He's cripplingly paranoid of whoever walks in, and in most cases has every right to be. His father is implied to be John F. Kennedy, which might explain some of his paranoia.

  • Amazing Technicolor Population: He's pale violet for some reason. This does get pointed out, too.
  • Bunny-Ears Lawyer: He may be a paranoid wacko who sells you "inventions" of dubious quality for exorbitant sums of money, but the gadgets he sells you always do exactly what you need them to.
  • Catchphrase: Two of 'em:
    • "Hey guys, it's me, Bosco!" When revealing his identity.
    • "It'll work, trust me!" regarding his crummy invention of the week.
  • Conspiracy Theorist
  • Crazy-Prepared: For all imagined threats under the sun.
  • Gadgeteer Genius: While the ones he sells to others are very rudimentary and borders on being outright scams (A bottle of vodka labeled "Truth Serum" for instance), he is capable of crafting highly advanced security systems that can do everything from stopping shoplifters to fending off nuclear attacks. Too bad he keeps those for himself.
  • Only One Name: Unlike most other characters, it is questioned as to whether this is a first name or a last name. (If an exclamation by his mother is to be believed, though, it may be that his first name is Roscoe).
  • Paper-Thin Disguise: His preferred way to hide from his enemies.
  • Poor Communication Kills: His severe paranoia stems from his own mother unknowingly and relentlessly hounding him for accidentally messing up her store before his was born, due to a time travel mishap. He goes a little bit crazier when he finds this out.
  • Put on a Bus: He went to Las Vegas with Buster Blaster in Season 3.

Momma Bosco

Bosco's Sassy Momma, Momma Bosco is an even greater Mad Scientist than her son, without the extreme paranoia. She is killed in the present by an explosion and became a ghost, but Sam and Max go back to the seventies to meet her alive self. In the past she is a lot more abrasive, but by season 3 she has mellowed out.

  • Back from the Dead: By possessing a somewhat perfect clone of her.
  • Bald Women: After being resurrected through a clone. To be fair, this isn't so surprising when you consider that 1% of the DNA used happened to be from Bosco himself to patch up her DNA, which just so happened to reflect his lack of hair and part of his attitude.
  • Techno Babble: A never-ending fountain of this in Season 3. Eventually she confesses that she's just making it all up as she goes.
  • They Call Me Mister Tibbs: She insists on the salutation Dr. after earning her PhD.

The Bug

The Bug is exactly what he sounds like. A listening device, able to mimic the voice of anyone he hears and remember entire conversations.

The Computer Obsolescence Prevention Society (C.O.P.S.)

The C.O.P.S. are a support group for outdated electronics, introduced in Season One Episode Five, Reality 2.0. The four founding members are Bob Bell, a telephone who talks like a smarmy phone-tree narrator; Curt 286, an old desktop computer with a monotone voice; Chippy, a Pong machine who communicates in digitized blips and bleeps; and Bluster Blaster, an old arcade machine with No Indoor Voice. They run a number of dubious businesses in Season 2, and in Season 3 they get a new member, an old printer/scanner named Carol, and offer the services of their "Crime-Puter" to Sam and Max.

The Giant Stone Head of Abe Lincoln

The remains of the Lincoln Memorial, animated by hydraulic motors with the purpose of running for president. It Makes Sense in Context. After losing to Max in the election, he went on a rampage through the US and was blown up by a nuclear warhead, leaving only his disembodied head. He later marries Sybil Pandemik, whom he met when when Sam arranged a date between the two of them to scandalize him and lower his ratings in the aforementioned election.

The Mole Cultists

The remains of the molemen. The molemen were the ones who deposed Lord Sammun-Mak years ago and guarded the Devil's Toybox. Millennia later, the last of the molemen (Nefertiti, her father, her mother, and her grandfather) emigrated to New York when the box was stolen by Sameth and Maximus, where they once again gained the Devil's Toybox. A century later, the last cultists guard the toybox when Sam and Max find it, and later they help Max overthrow Sammun-Mak.

Harry Moleman

Harry is a hilariously antisocial moleman, and seeming chew toy of fate.

  • Becoming the Mask
  • Butt Monkey: Consistent among every single appearance, and almost no puzzles featuring him will have him get out of it without something problematic in return. 301, for example, features him complaining about never getting a winning Lottery ticket, meaning that the solution is giving him a "vacation" card from General Skun-ka'pe's ship, which leads to a facility where Molemen are sweated for fuel, with the lottery card being the winning one, which he gave away for the vacation card.
  • The Mole: Quite literally in "The Moles, the Mob, and the Meatball".
  • Smug Snake: During his very brief stint as the head of the Toy Mafia.
  • Why Can't You Keep A Job

The Narrator / Max's Super-ego

In The Devil's Playhouse, the series gains an actual visible narrator. With not a hint of color on his person excluding the rose on his chest, he shows up at the beginning and ending (and sometimes the middle) of every episode at his grayscale desk in a black room inside Max's brain, to remark on the story's progression at every major turning point.

  • Actor Allusion: Mentions beat-boxing as one of the finer things in life.
  • Affably Evil
  • And I Must Scream: His backstory. Max doesn't so much personify pure id as completely ignore his superego, which leads to the Narrator feeling neglected and frustrated. Eventually, he grows so tired of being ignored and having no way to express himself that he decides to make it all end - in a fantastic psychic explosion (that will destroy the whole eastern United States), created by pushing Max's mind as far as it can go.
  • Big Bad: Of the whole Season 3, it turns out.
  • Collector of the Strange
  • The Conscience: Literally. Subverted in that he's initially out to kill Max for always ignoring him.
  • Deliberately Monochrome: As part of Season 3's Twilight Zone-esque theme. If you really think about it though, it also works a bit in its own right. He's Max's super-ego, one of the most firmly practical and logic-driven parts of the brain... i.e., "seeing the world in black and white."
  • Despair Event Horizon: Goes through this before the events of the season due to never being recognized or listened to, driving him to enact his plan to kill Max, and by extension himself, along with most of the Northeastern US.
  • Disproportionate Retribution: He's tired of getting ignored, so he's going to kill Max by pushing his mind to its limits and making him actually explode.
  • Driven to Suicide: His master plan is to finally free himself of the burden of being Max's unappreciated, unused superego by having Max overwork his brain until he can go out in a fantastic psychic explosion that will destroy the eastern United States.
  • Fourth Wall Observer: While some other characters have this trait to a degree, he is the one who speaks the most directly to audience. He even keeps addressing them after the reveal.
  • Ghost in the Machine: He's the sentient manifestation of Max's super-ego (conscience), who lives inside his brain. And no, his existence has not been an easy one...
  • Heel-Face Turn: May be a subversion or a Heel Face Door Slam depending on whether-or-not Max actually exploded at the end.
  • Hey, It's That Voice!: A very odd case here. He's played by Andrew Chaikin, who played Max in the first episode of the Telltale series. Technically, it's Hey, It's That Voice! meets The Other Darrin meets You Look Familiar. This is actually mostly justified, since he's a part of Max's subconscious, acting as his Super-ego.
  • Interactive Narrator: Subverted. He actually does exist within Sam & Max's universe, since he's really Max's super-ego and lives inside his brain, but continues to narrate somewhat and address the audience beyond the fourth wall even after this is revealed.
  • Large Ham: Anybody can just narrate a story. This guy throws so much charismatic flair into it that he'd put Rod Serling and Alfred Hitchcock to shame.
  • No Respect Guy / Dude, Where's My Respect?: He's spent God knows how many years trying to guide Max into controlling his most primal urges, appreciate the finer things in life, and act selfless as well as socially acceptable. Of course, it's all in vain, and he is never recognized for his efforts.
  • Sarcasm Mode: If told he's lying about his role in the events of the season, he proceeds to spin an absolutely hilarious yarn about being an angel or somesuch. He then makes it even funnier by saying that's ridiculous and that his being the manifestation of the super-ego of a talking rabbit who has psychic powers is a simpler and more believable explanation.
  • Something about a Rose: The only bit of color on his person is a single red rose.
  • Woobie, Destroyer of Worlds: While not always a particularly popular opinion, definitely a possible and existing one, due to his And I Must Scream backstory. note 

Doctor Norrington A.K.A. Yog-Soggoth

A disembodied voice that gives advice to Max when he is trapped as a brain. Later revealed to be Yog-Soggoth, who has become embedded in Papierwaite's chest following his summoning. He wants to return home and is more than happy to work with Sam and Max to do that.

  • Anti-Villain: He has mellowed into this by the time we meet him, and seeks to preserve the real world rather than destroy it.
  • Big Bad: Subverted. Though his actions in the backstory drive the plot of the season and the story seems to set him up as one, he never serves as an antagonist and actually helps Sam and Max.
  • Celebrity Impersonator: He sounds remarkably like Tony Jay. Perhaps justified, since this is the type of role he often takes.
  • Evil Is Not a Toy: He was the creator of the Toys of Power, and stresses several times that they need to be destroyed in order to preserve the boundaries between the real world and the Dark Dimension.
  • I Was Quite a Looker: He claims this if you examine a certain object in Papierwaite's office while he's present.
  • Large Ham: By way of Purple Prose.
  • Retired Badass: He once ruled the entire universe and savored the taste of human misery along with the other Elder Gods, but has since claimed age has mellowed him.
  • Sesquipedalian Loquaciousness: To Max's chagrin
  • Stop Worshipping Me: He never wanted anyone to summon him. He was perfectly content being left alone in the Dark Dimension with the other Elder Gods, and now all he wants to do is to go back home.
    • Papierwaite's awe-struck reverence seems to get on his nerves, too.
      Max: You look like something my non-existent cat coughed up!
      Papierwaite: Curb your tongue, rabbit—
      Yog-Soggoth: No, no, Papierwaite, the naked one is right! This debased form is but a pathetic shadow of my former glory!
  • You Cannot Grasp the True Form: Or so he thinks. He states most humans go mad upon seeing him, but none of the characters who have been known to have seen him seem affected. He is significantly depowered, however, so that might be a factor.

Sybil Pandemik

Sybil is a very multi-talented woman. So talented that she has mastered many jobs, able to fill out five roles of a seven person team. She's also the wife of the Lincoln Monument.

Philo Pennyworth / Mr. Featherly

A trained Shakespearean chicken actor.

  • Classically Trained Extra: Mild example. He's obviously doing roles far beneath his talent, but doesn't seem all that bothered about it. Once Midtown Cowboys becomes a smash hit in Germany, he's actually quite happy with it.
  • Live Item: In Chariot of the Dogs.
  • Money, Dear Boy: The reason he's fine with starring in such an awful sitcom, especially once it finds a huge audience overseas. He's not selling out his principles for money... He's selling them out for a SHITLOAD of money!

The Director

The cranky, short-tempered director at W.A.R.P. studios. She despises Myra Stump for hypnotizing almost all of her cast and crew, forcing her to take whatever talent she can get to keep the rest of the studio running.

  • Everyone Calls Him Barkeep: No name is ever mentioned. She's just "The Director."
  • Offscreen Teleportation: She can appear in every room just before you enter, but refuses to tell how that's possible. Industry secret.
  • Prima Donna Director: Subverted, surprisingly. The Director is cranky and short-tempered, but mostly because of the extreme stress of running an entire TV studio with only a skeleton crew. She's actually pretty patient with Sam and Max, even when they're actively trying to annoy her, and will do as many takes as are needed without blowing her top.
  • Product Placement: She's a huge fan of the revenue they bring in, and works them into the Midtown Cowboys script no matter how inappropriate or bizarre they might be.


Originally The Unseen cook at Stinky's until season 3, Sal is a human sized cockroach with a laid back personality. Has the notable achievement of being the only person in the entire series who could be described as friendly, kind, considerate, nice, or not crazy.

  • Butt Monkey: Double-Subverted; even Max is incapable of making fun of him, given how nice and simple he is; but every puzzle solution which involves Sal will somehow inflict physical damage on him.

Sameth and Maximus

Sam and Max's great-grandfathers from the 1910s. They win a trip to Egypt and are tasked with retrieving the Devil's Toybox for Mr. Papierwaite. They succeed, fight off Papierwaite's betrayal, and get killed by a passing curse in their basement, where Sam and Max find them years later.

  • Fingerless Gloves: Maximus. The Hobo Gloves version.
  • Generation Xerox
  • Identical Great Grandfathers
  • Nice Hat: Sameth's Bowler Hat
    • Maximus also would've had a Newsie Cap, but it was removed since it kept clipping through his ears. You can still see it on the concept art that appears on the transition cards for the episode though.
  • The Slacker: Unlike their Great Grandsons, who apparently have a job, they don't seem to do anything more than sneak into theaters and steal ketchup bags from restaurants.

Girl Stinky

Stinky's granddaughter, and perhaps the laziest creature within a five block radius of the Freelance Police office. Sam and Max suspect she murdered Grandpa Stinky and stole his diner, but don't do anything about it. She tries various half-assed ways of making money in season 2 before Grandpa Stinky reclaims his diner. By season 3 she and Grandpa run the diner together, but argue over how to run it. Then in "The City That Dares Not Sleep" it is revealed that she and Sal conspiring to murder Grandpa Stinky, because she wants the diner and Sal is under the impression that Grandpa Stinky is evil.

  • Consummate Liar: Getting a word of truth out of her is a never-ending war. Most of the cast gives up by the start of season 3.
  • Golem: Created with a cake. An evil cake, made from an entree, dessert, and side... AND an appetizer (What do you mean its not heinous?). Or maybe not, if Flint's projector-and-fog-machine theory is actually correct.
  • Hesitation Equals Dishonesty: Subverted, actually.
  • Implausible Hair Color: The only human we've seen with an unusual hair color (seafoam green). A hint at her (possible) supernatural origin.
  • Obviously Evil: Everyone knows she's planning to kill Stinky to get his diner, which she denies (poorly), but nobody cares.
  • Our Mermaids Are Different: As something of an Untwist in 305. She wears a tiara, she has a seashell necklace, she has a sea star on the back of her ponytail, she has an Implausible Hair Color, she has a fish on her apron to make up for the signature tails associated with mermaids, and she can go by Stinky and be followed around by flies because those are fish things.
  • Red Herring: A very... er... fishy lady.
  • Starcrossed Lovers: It looks like that between her and Sal, but she dumps him when Skun-Ka'pe provides a better opportunity to kill Grandpa Stinky.
    • That, and Sal had just been eaten by Max.
  • The Slacker: Never seems to actually run her diner, and spends almost all of Season 3 texting. Most puzzles involving Stinky involve trying to work around her lies, her laziness, or both.

Grandpa Stinky

The owner of the local diner, self professed Social Darwinist and overall a rather grouchy man.

Agent Superball

Superball is a secret service agent, and Max's vice president. Although he keeps a bored tone to his voice, he's capable of matching Sam and Max's snarky antics

  • Awesome Mc Cool Name: Although "Superball" is initially implied to be a nickname, we later learn that there's a Mrs. Superball and a Superball Junior.
    • Becomes even more awesome in the German translation, where his name is "Agent Superblocko."
  • Cool Shades: "These sunglasses aren't cheap."
  • Creepy Monotone: The dude's not fazed by anything. Though he claims otherwise.
  • Hidden Depths: Apparently he has a really good singing voice, as shown in The War Song
  • Manly Tears: Subverted. After the failed attempt to clone Max following his death, he declares that he "can't do this." and bursts out sobbing
  • Mysterious Past: If you use the Nutrition Specs on him, Sam says that he's comprised of "20% mysterious, and 80% sheer awesome."
    • "Hmm, that's down 10% from last season."
  • Older Than They Look: Looked exactly the same age way back in The Sixties when he started the job. When asked, he Hand Waves it as "clean living". Superball gives the Hand Wave in response to Sam's assertion that he looks as young as he does due to time travel.
  • Psychic Block Defense: "I am afraid that the contents of my mind are classified, sirs."
  • Ripple-Effect-Proof Memory: Along with Dr. Norrington, the Molemen, Max, and the organization he works for, he did not have his memory affected by the Sammun-Mak incident.
  • That Makes Me Feel Angry: Because he rarely actually emotes.
Superball: (Complete monotone) That makes me extremely alarmed.
Max: Get a hold of yourself, man. We can't think with all your hysterics.
  • Not So Stoic: Max's death is too much, even for him, and causes him to run away while crying uncontrollably.
    • Single Tear: He sheds one in a vision of the future, but if it ended up happening, we missed it (most likely along with whatever truly beautiful or tragic thing provoked it).

Jimmy Two-Teeth

Jimmy Two Teeth is a rat that lives in Sam and Max's office. Though he's often stealing things and otherwise living up to the reputation of his species, he does it to support his family. This doesn't stop him from being rather despicable or annoying.

Timmy Two-Teeth

The Son of Jimmy Two-Teeth. He suffered from Tourette syndrome, leading Jimmy to gather money through criminal activities and boxing.

    Rogues Gallery (Telltale Games) 

Brady Culture

The creator of "Eye-bo", which claims to be the art of amazing ocular exercises but is in fact a Mass Hypnosis ploy... that is actually really effective on individuals but doesn't pan out because the marketing sucked. The Big Bad of 101.

  • Attention Whore: His plan was to hypnotize the world into worshiping him.
    • Sam uses this to his advantage to defeat Brady.
  • Big Bad Wannabe: At best, he managed to hypnotize three washed-up child stars to do graffiti, stuff a therapist into a closet, and fill a convenience store with free tapes. He didn't even make his "ocular exercises" on his own; Brady stole prototype hypnosis goggles from Hugh Bliss' giftshop on the moon.
  • Evil Laugh: Needs practice at first. He gets better at it.
  • Funny Afro: The Freelance Police keep it as a memento afterwards.

Myra Stump

A popular talk-show host, who appears in 102: "Situation: Comedy!".

The Toy Mafia

An organized crime family whose members all appear to be wearing giant toy bear heads. They run Ted E. Bear's Mafia-Free Playland and Casino and the accompanying toy factory. Collectively, their only appearance is in Episode 103: "The Mole, the Mob, and the Meatball", but two of its members - Chuckles and Don Ted E. Bear himself (Harry Moleman) - make appearances in later episodes.

Hugh Bliss

The founder of Prismatology, a self-help guide/cult, Hugh Bliss is a friendly but very creepy albino guru. Max likes him, Sam doesn't. Eventually revealed to be a sentient collection of bacteria that lives off of happy thoughts that wants to make the entire Earth happy whether they want to or not. Later shows up in season 2 working in Hell.

  • Big Bad: Of Season 1
  • Camp Gay: Well, gay as in happy, at the very least. But between the high-pitched voice and the enthusiasm for unicorns (he's the only one who seems willing to rub Sam's unicorn) and rainbows, the only thing close to ambiguous about this is that he isn't human.
  • Catch Phrase: "Hi, I'm Hugh Bliss!" *wiggles fingers in an arc*
  • Church of Happyology: His book is titled Emetics, and true to the meaning of the word and the beliefs espoused within, the cover depicts someone happily vomiting a rainbow.
  • Easily Forgiven: Inverted in that it's HE who easily forgives Sam and Max. In 205, when he is encountered in hell, he refuses to talk to them at first, until you select the "I'm sorry" dialogue option. Afterwards, he'll chat away like nothing ever happened.
  • Nightmare Fuel Station Attendant: He's just creepy, and not just about his worrying levels of happiness, either. In Abe Lincoln Must Die!, using the The Bug on him results in him monologuing... Only for him to say he knew they were listening the whole time. That's not even getting into the fact that he's the Big Bad of Season One and a colony of sentient germs.)
  • Punny Name
  • The Worm That Walks: Turns out, he's a colony of germs.

Leonard Steakcharmer

A cheating card player, first appearing in "The Mole, the Mob, and the Meatball". Sam and Max tie him up and interrogate him, then leave him in their closet and forget about him. His subsequent appearance in their closet becomes a Running Gag.

  • And I Must Scream: See, after every episode, Sam and Max would put an artifact from the last episode into their closet. After the third episode, they put Leonard in the closet, tied up with his mouth taped shut. It's implied that he's been living in that closet for months! Max also makes an off-hand comment that he remembers to feed Leonard regularly... with spiders.
    • Eventually he dies, but just ends up in an identical closet, the same predicament, in Hell. Luckily for him, he shared his personal hell with Sam who, out of pity, releases him... with his mouth still taped shut. Evidently, Telltale felt sorry for him and decided to finally release him.
  • Disproportionate Retribution: Why aren't there more fans who sympathize with Leonard? Because he stole a sandwich!
  • Even Bad Men Love Their Mamas: Sam and Max break his spirit doing the interrogation by telling "yo momma" jokes.
  • The Informant: but only once.
  • Reused Character Design: He is basically Boris Krinkle from Telltale Texas Hold'em, but with a handlebar mustache. It is even lampshaded a couple of times.
  • Younger Than They Look: The carbon-dater in Lincoln Must Die says he's actually only 19, and apparently he looks so much older because of a life of hard gambling.

Shambling Corporate Presence

A demon who debuted in "Reality 2.0", but doesn't make its first visual appearance until "Ice Station Santa".


The villain of "Night of the Raving Dead". Jurgen is a vampire who is building an army of zombies from his nightclub in Stuttgart. Sam and Max stop him and he is sent to Hell. In season 3 we learn how he became a vampire, thanks to Sameth and Maximus.

  • Ambiguously Gay: Max calls him "fruity" in Night of the Raving Dead, and probably for a reason.
  • Agent Peacock: He apparently beats Sam and Max in a fight, and throws Sameth and Maximus out of his train room while still human.
  • Catch Phrase: "Yeeees?"
  • Goth: No longer so in 305, in which he is once again wearing the attire he wore in 302, stating that "Goth was so three years ago", and that early 1900s fashion is the new style to go.
  • Popularity Power: A literal example. He gains power by following trends and gaining the approval of his followers.
  • Vampires Are Sex Gods: He's even more "tragically sexy" to Nefertiti after he's turned.
  • Smug Snake: A scheming bad guy, but never impressive.

The Soda Poppers

A group of three brothers, Specs, Peepers, and Whizzer, who were the former child starts of the popular Show With In A Show The Soda Poppers. In the first episode they get sucked into Brady Culture's hypnosis scheme. They then appear throughout the series, usually in very annoying ways. Eventually they are revealed to be the Big Bad Triumvirate of season 2 and new rulers of Hell, before Sam and Max kill them off.

General Skun-ka'pe

The first Big Bad of Season 3, Skun-ka'pe comes to Earth looking for the Toys of Power so he can take over the galaxy. Not the main villain, but he shows up enough times to be a really big pain in the ass. Has a really good talent for getting gullible people to help him, but also has many spots of gullibility of his own, particularly where the aforementioned Toys are concerned.

  • All There in the Manual: Sam & Max Secret Origins: Skun'kape details his childhood and career prior to the third Season, revealing his motivations and real name (Arthur J. Thompson).
  • Bad Liar: Makes a pathetically token attempt to hide his true intentions in his first appearance.
  • Big Bad Duumvirate: Forms an alliance with Papierwaite to gather all the Toys of Power within the Devil's Toybox, using a combination of his technology and Papierwaite's magic. Breaking this compact is the only way to move forward in the episode.
  • Dangerously Genre Savvy: Comes really close to this in the first episode. In the first scene, he gets trapped in the Penal Zone. But later when you reenact this scene, he reveals he looked into the future with one of the Toys of Power, and took the other two toys that you used in the first scene. He then uses your own beacon against Sam and Max by teleporting them to the Penal Zone, while strapping an Antimatter bomb to Max's back. He was very close to destroying both the Penal Zone and the duo; The only thing he failed to take into account was that they had teleportation.
  • Freudian Excuse: His childhood, as shown in Sam & Max Secret Origins: Skun'kape, really kind of sucked.
  • From Nobody to Nightmare: He was originally just an oft-bullied child with an interest in comic books, but after getting fired from his job at a factory, got a wire from one of the machines stuck in his head, which made him psychic and allowed him to take over his home planet with relative ease.
  • Obviously Evil: As Max says, he makes his appearance on Earth in a giant warship shaped liked his own head, with laser-beam eyes. It's not hard to connect the dots from there.
  • Suspiciously Specific Denial: Ties into Bad Liar.
    Skun-ka'pe: On every planet I visit, all of the local mole people are invited to ride my fantastic gamma beam to a wonderful off-world vacation they'll never forget! (beat) ...I don't kill them.
  • Villain Decay: While the main villain and a serious threat for the first episode of Season 3, by Beyond the Alley of the Dolls he has been reduced to whimpering in a corner in Stinky's Diner and is quickly taken out by the Sam clones early on in the episode.

Monsieur Anton Papierwaite

The second Big Bad of season 3, Papierwaite is the one who gave Sameth and Maximus the task of getting the Devil's Toybox so he can summon his master Yog-Soggoth. He survives to the present day because he succeeded, where he teams up with Skun-ka'pe to gain the Toys of Power again to get Yog-Soggoth out of his chest. Later mellows out (thanks in part to Yog-Soggoth) and helps Sam save Max.

  • Evil Is Hammy: He's not the hammiest character by a long shot, but just listen to him talk about the Dark Dimensioooon!
    • The others are never particularly impressed.
    Papierwaite: If that monkey dares touch my tapestry, he shall feel my hot, explosive wrath!
    Max: Yeah, just keep your hot wrath off my jar. Takes forever to clean.
  • Humanoid Abomination: Sort of. Doctor Norrington AKA Yog-Soggoth is apparently merged with Papierwaite's body after his defeat at the end of The Tomb of Sammun-Mak.
  • Motor Mouth: If you get him started on one of his favourite subjects, especially Yog-Soggoth, he just will not stop. Even Yog-Soggoth himself gets fed up with him.

The Pharaoh Sammun-Mak

The original finder of the Devil's Toybox, Sammun-Mak used them to take over ancient Egypt, only to be deposed by the molemen and have his brain put in a jar. In "They Stole Max's Brain" the pharaoh borrows Max's empty head and acts as a substitute Max for Sam. Until he gets his hands on the toys and rewrites reality to make himself pharaoh of New York. Is eventually deposed again by Sam, Max, and the molemen.

  • Attention Deficit... Ooh, Shiny!
    • "Attention everyone! From this point forward, those little things at the end of your shoe laces, ag...lets? Yes! Aglets are herby decreed to be the most horrible things in all the world!"
    • "Attention everyone! This is Sammun-Mak, Lord of all Creation! Forget what we said before! From now on, toasters are officially the most horrid, beastly things in the whole wide world! And if you see a toaster, and you want to make us happy, break it into tiny little bits!"
    • "Greetings, everyone! This is Sammun-Mak the Divine speaking! From this day forward, toasters are the most exalted things in all the universe, ranking just below yours truly on the awesome-meter! Just thought you should know."
      • This all happens within ten minutes.
    • When back in The City That Dares Not Sleep on Skun'ka-pe's flagship, he is having trouble controlling his thoughts enough, having to tell Sam to stop talking about certain thing to keep himself from diverting his attention towards said object. Sam still manages to eventually outsmart him by saying "Rabbit Season".
  • Bratty Half-Pint: It takes about three minutes for his squeaky-voiced arrogance to get annoying. Very very annoying.
  • Family-Unfriendly Death: He's ultimately defeated (for the second time) when Max tricks Sam into literally stabbing him in the face with the brain screw.
    • His brain survives, though. Only to be blown up a week later by Giant Max's explosion
  • Finders Rulers: A variation. He only became Pharaoh because he had the Gift, and, using the Toys, altered reality so that he was in a position of power. He does the exact same thing a thousand years later.
  • 100% Adoration Rating: Due to brainwashing. Actually, it's more like 99%, since the mole people and Max were immune.
  • Not So Different: He is very similar to Max: Egotistical, enamored with violence, detached from reality, and a short attention span. All he has on Max is a larger vocabulary and a justified god complex.
  • Sixth Ranger Traitor: It looks like Sammun-Mak is slated to become a protagonist or at least a sidekick, given that he is in control of Max's body for a little while. Then he catches sight of the gradually-filling Devil's Toybox, and things go way south from there.

Charlie Ho-Tep

The Big Bad of "Beyond the Valley of the Dolls", Charlie Ho-Tep is one of the Toys of Power, the one that enables ventriloquism. He was played with by Junior, the first owner of the Toys of Power, for one hour before being discarded. In the present, he brainwashes Sal and Girl Stinky and uses Mamma Bosco's cloning technology to create the Samulacra so he can find the Toys of Power to bring back Junior so he'll play with him again.

  • Actually Pretty Funny: When Max uses Psychic Ventriloquism on the Statue of Liberty, he'll admit it's "funny stuff", although he says he's an anarchist.
  • Berserk Button: Do not mention that Junior never loved Charlie. He'll drop everything he's doing just to rub you out.

Samulacra (or Doggelgangers)

Clones of Sam created in a massive cloning chamber to find the Devil's Toybox. Basically zombies, they're naked except for gold short-shorts, and can only say "toys".

  • Kick the Dog: The aforementioned beloved Plushie Clone is the second victim of Monster Max's rampage.
  • Nightmare Fuel Station Attendant: They are Giant Barely Talking Half Naked and overweight Humanoid Dogs who chant "TOYS! TOYS!" at once and have one set mind.
    • In canon to Skun-ka'pe: After Sam beats him almost to death at the end of They Stole Max's Brain the sole sight of an army of the same person reduces him to a whimpering ape in one of the corners of Stinky's.

Alternative Title(s):

Sam And Max Freelance Police