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Video Game / Sam & Max: The Devil's Playhouse

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Psychic Powers, Killer Space Monkeys, Eldritch Abominations. Just a normal day for the Freelance Police.

"Over the next five chapters, you will witness things that baffle you, horrify you, even disgust you. But you must not look away! Pay close attention to everything you see and hear! Because when our story reaches its bowel tingling climax, only you, my friends, will possess the ability to save the entire universe".

Sam & Max: The Devil's Playhouse is the third and final season of Telltale Games' Sam & Max adventure game series, starting on April 2, 2010, and concluding on August 30, 2010. In here, the Freelance Police are embroiled in a plot to collect "Toys of Power" that grant those with the ability to wield them (including Max, conveniently enough) awesome psychic powers. Said plot involves evil gorillas from space, eldritch horrors and mole-men. The game was also produced as the Grand Finale to the franchise, severing as the conclusion of 23 years with the duo.

Following up the remasters of the first two seasons, a group of former Telltale Games developers, who banded together as Skunkape Games and acquired the rights to Telltale's Sam & Max games following the studio's closure, are set to release a remastered version of The Devil's Playhouse sometime in 2023, with further details still to come.

Sam & Max: The Devil's Playhouse features the following tropes:

  • A Day in the Limelight: "They Stole Max's Brain!" is something like this. The first part of the game is Sam having a solo Noir-ish Rampage as he tries to get Max's brain back. The second half has Max as Only Sane Man trying to things back to normal after Sammun-Mak takes over his body and rewrites reality so that he rules the world.
  • Adorably Precocious Child: Averted with Baby Amelia Earhart in 302. She may look like a cute little scamp but she's a Motor Mouth that fails at being a Hyper-Competent Sidekick. And then she leads Sameth and Maximus on a wild goose chase to get the Devil's Toybox because she wants to be taken seriously. She doesn't get long to gloat thanks to the Sexo Rejecto Curse flinging her off the Toybox.
  • Affably Evil:
    • General Skun-ka'pe is surprisingly polite and friendly in casual conversation. Not so much when angered, but Max comments early on in "The Penal Zone" that it really is hard to stay mad at the guy.
    • And Yog-Soggoth/Dr. Norrington from 304. Age has mellowed him; all he wants is to find a way to get home without too much fuss.
  • Always Night: Episodes 304 and 305, the Zombie Apocalypse episode and the humongous rampaging Cthulhu episode respectively. Lampshaded when Sam admires how the city looks at night.
  • And the Adventure Continues: Depending on which of the slightly different Multiple Endings you get, the season (and, seemingly, the franchise in general) ends with either Sam and the alternate timeline Max walking off into the New York sunset to fight more crimes, or using the Time Machine from the previous season's Chariots of the Dogs to go off on more adventures.
  • * Animated Actors: The entire cast is this for the Hilarious Outtakes.
  • Animorphism: : In The Tomb of Sammun-Mak Maximus is transformed into a cow and Sameth milks him.
  • Antimatter:
    • In Episode 301, an antimatter bomb destroyed the titular Penal Zone.
    • In Episode 305, Flint Paper straps an antimatter bomb to one of the Samulacra to destroy the entire cloning facility in one swoop. Except he intended to deactivate it once he defeated the villains.
  • Arc Villain: Each episode has its own Big Bad, all of them using the Devil's Toybox in their scheme:
    • The Penal Zone has Skun-ka'pe, a Killer Space Monkey Evil Overlord who seeks the Toybox to conquer the world.
    • The Tomb of Sammun-Mak has Monsieur Anton Papierwaite, using Sameth and Maximus to get the Toybox and summon Yog-Soggoth.
    • They Stole Max's Brain has the evil ancient pharaoh Sammun-Mak himself, using the Toybox to rewrite reality and be its ruler.
    • Beyond The Alley of The Dolls has the Clone Master, aka Demonic Dummy Charlie Ho-Tep, one of the Toys of Power and specifically your ventriloquist ability, who wants to summon Junior and play with him at the expense of reality.
    • The City That Dares Not Sleep has the Narrator, also known as Max's never-used superego, using the memories of the Toys to keep Sam away until Max finally explodes and takes out himself, the Narrator, and half of the US as well.
  • Arson, Murder, and Jaywalking:
    Agent Superball: Statistical analysis stated that Max becoming a gargantuan hell-beast was the second most likely outcome.
    Sam: What was the most likely outcome?
    Agent Superball: Imagine a scenario that involves the worst aspects of the Norse Legends of Ragnarok, The Book of Revelation, and Weekend at Bernie's.
  • Ascended Fanon: One of the most popular theories about the Narrator's origins was that he was a guardian angel looking out for the Freelance Police. When Sam encounters the Narrator, should Sam choose the "You're lying" prompt, the Narrator admits that he's really an angel looking out for Sam and Max...before reiterating that no, he's actually the manifestation of Max's superego before snarkily stating "Sometimes the best answers are the simplest ones."
  • Attack of the 50-Foot Whatever: In Episode 305, Giant Eldritch Max!
  • As You Know: Lampshaded in "The Penal Zone", when Grandpa Stinky complains about Sam doing this.
    Sam: Max is all short term memory; I occasionally have to bring him back up to speed.
  • Badass Decay: In-universe example: Yog-Soggoth once ruled the Earth and feasted on the terror of mortals; the Molemen, immune to their powers, rose up against him and his kind and banished them all to the Dark Dimensions. Nowadays, Yog-Soggoth is little more than a talking tumor grafted to Mr. Papierwaite — a surprisingly affable one, at that — and the Molemen are mostly a bunch of kooky subterranean cultists.
  • Bad Santa: Played with in "The Tomb of Sammun-Mak": The stereotypical Corrupt Capitalist businessman, who made a fortune in the Toy Business, is called Nicholas St. Kringle, and he employs (elf) immigrants from the ethnic neighborhood known as Little Arctic Circle. Plus he looks exactly like Santa from Season Two's "Ice Station Santa".
  • Bait-and-Switch:
    • A few times in "The Penal Zone". For example, on one occasion Sam and Max open a deep manhole and set a banana peel in front of it, presumably to set up the familiar gag for one of Skun-ka'pe's minions. The small snippets of future Max's Future Vision picks up supports this conclusion. What actually transpires is that instead of slipping, the minion picks up the banana peel and lectures Sam for littering... only for Max to slip up behind the minion and clobber him with a pair of garbage can lids, causing him to fall down the manhole anyways. It may have been a case of Xanatos Speed Chess, but all the same...
    • Earlier, Max has a vision of Flint receiving a hatchet to the back of his head, so Sam persuades him to wear a miner's hardhat to enjoy his spaghetti. The helmet's headlight reveals peanuts in the spaghetti sauce, so Flint turns to angrily accuse Girl Stinky as a hatchet flies over his shoulder into the seat across from him.
  • Beard of Sorrow: Sam grows one in seconds after he discovers They Stole Max's Brain!
  • Berserk Button: In "The Penal Zone", you learn why you should never call make fun of Max's height.
  • Big "NO!":
    • In "The Tomb of Sammun-Mak", Sameth does this when Nefertiti casts the Holstein Hex on Maximus in Reel 2. Afterwards, he doesn't seem to care as much, since Nefertiti is inexperienced, and her hex wears off inside of a minute.
    • Sam does this at the beginning of "They Stole Max's Brain!"
      • ...and at the end of "Beyond the Alley of the Dolls" as some sort of Red Herring. Sadly, what happened next was worse.
  • Bittersweet Ending:
    • Episode 304 ends with the Devil's Toybox destroyed, but... Max ate Junior, thus turning into an Eldritch Abomination that might destroy the city.
    • The finale of 305, where the Max died in the efforts to stop his eldritch form. An attempt to bring him back didn't work... but thankfully, Max's alternate past self shows up to have new adventures with Sam.
  • Bloodless Carnage: In "Beyond the Alley of the Dolls", with Max and Grandpa Stinky shooting, killing, and gutting countless Samulacra.note 
  • Book Ends: The very first thing we see Max use his psychic powers for is to teleport to Girl Stinky's cell phone to escape a prison cell. This is also the very last thing we see him use them for, but in the latter case it's for a very different reason.
  • Brain Bleach:
    • In "Beyond the Alley of the Dolls" Flint Paper declares he need to kill some neurons after seeing Sam being French kissed by Girl Stinky.
    • In "The City that Dares Not Sleep", when Sybil begins explaining to Sam how she managed to get pregnant with Stone Head Abe Lincoln's child, the screen cuts to an old style TV Test Pattern for a few seconds before cutting back to Sam with a blank stare on his face before shortly returning to his senses and stating to Sybil that his brain has a defense mechanism in which it shuts itself off temporarily in order to avoid knowing something truly horrifying.
  • Brain in a Jar:
    • In "The Penal Zone", the duo comes across one being used by Skun-ka'pe for his bid in galactic domination.
    • Naturally, this also happens to Max in "They Stole Max's Brain!"
    • And later, in "The City That Dares Not Sleep," we learn that after Max got away, Skun-ka'pe took the next best thing and made Sammun-Mak his new brain slave.
  • Brain Theft: "The Tomb of Sammun-Mak" ends with Sam discovering someone has stolen Max's brain. The following episode, "They Stole Max's Brain", has Sam go on a quest to recover it.
  • Brain with a Manual Control: In "The City That Dares Not Sleep", we have Sam and a bunch of experts (Sybil, Mr. Paperwaite and Yog-Soggoth) team up to enter the body of a giant monster (Max who turned into a giant Eldritch Abomination) that is destroying the city. They access various parts of his body (which, incidentally, looks like a well-decorated house) and manage to take control of the monster's arms and legs using the devices found in them; with the outside help of Momma Bosco, they can manually make the monster move in the desired direction.
  • Breaking the Fourth Wall: Early on in Beyond the Alley of the Dolls, Sam turns on the radio while Stinky's is being swarmed by a horde of Sam clones, prompting Max to say this:
    Max: Hey, good idea! Maybe we can turn this horrific siege into some sort of half-assed rhythm based minigame!
  • Brick Joke:
    • Inverted in "The Penal Zone". The game starts with you defeating the villain after breaking free from his prison. Then the game goes back to the actual beginning of the episode. When you get captured, the original plan fails because he got the Toy of Power that lets him see the future. Time for plan B!
    • Remember when you told Harry Moleman where his Uncle Morty's stamp collection was hidden in "Beyond the Alley of the Dolls"? Dawdle a moment during the finale, up top. You'll hear a familiar voice...
    • The useless ink ribbon from Season Two's episode 203 reappears in episode 305 as part of Max's inventory stash. It's as useless as ever.
  • Bring Him to Me: In Episode 303, when Max is talking to Skun-ka'pe, he asks him to please not kill Sam. Skun-ka'pe then reassures him that his minions have strict orders not to kill him, but to instead drag Sam beaten and bloodied to his feet so that he can witness his triumph when he finally conquers the entire galaxy. Max doesn't care, as long as Sam can still act as his designated driver.
  • Call-Back: Many. For instance, in the 304 boss fight, you can accuse Charlie-Hotep of being crazy. He responds that he's not evil, crazy, OR illiterate. You had nearly the exact same conversation with Brady Culture all the way back in the first episode of Season One.
  • Came Back Wrong: Yog-Soggoth was summoned, just not in an ideal situation given he was glued to Papierwaite.
  • Cerebus Syndrome: While it retains the trademark humor the series is known for, the game is the most serious installment of the whole franchise. As such, the episodes get progressively darker and grittier, until you finally reach the strangely emotional finale.
    Jurgen: Sam, what happened to you to make you so cynical?note 
  • Character Development: Back in Season One, Sam and Max started out as immature, selfish man children who could only be bothered to care about each other, with their careers as freelance police essentially a game they play as an excuse to do what they want. By the time of Season 3, though, they mature considerably in comparison to the previous games in the franchise. Max in particular goes from being an id-driven maniac to showing genuine signs of loyalty and heroism towards his friends.
  • Chekhov's Gag: The place Max stores things being "none of your damn business" becomes an actual gameplay mechanic: he now has his own an inventory for the Toys of Power, and unlike Sam's items they can't be confiscated by normal means unless Max is holding one because no one knows where to look.
  • Chekhov's Gunman: Past Max from "Chariot of the Dogs" abruptly reappears at the end of "The City that Dares Not Sleep".
  • Chekhov M.I.A.:
    • Sal, the unseen cook of Stinky's Diner in Season 2, appears in The Devil's Playhouse — specifically, "They Stole Max's Brain!"
    • It's also revealed as of "Beyond the Alley of the Dolls" that Girl Stinky is dating him, and doesn't think her grandfather would approve because he's a giant cockroach.
    • While he doesn't appear in "The Tomb of Sammun-Mak" Sammun-Mak himself become the Big Bad of the following episode, "They Stole Max's Brain!"
  • Chekhov's Skill: Many might not realize it for awhile, but something you commonly do throughout all 3 seasons comes in handy at the tail-end of "Beyond the Alley of the Dolls". Sam's skill for knocking Max into the air when he gets in your way allows Max to reach the corrupted tablet of the Statue o' Liberty, to climb up and attempt to rescue Sam.
  • The Chosen One: Subverted in "The Tomb of Sammun-Mak": Sameth tries to pull this one, saying his pal Maximus is "The One", to the Guardians of the Tomb. For once, there's no prophecy.
  • Color-Coded Speech: The game just uses color coded subtitles instead of just having the character icon alongside it.
  • Company Cross References: A billboard visible behind the pawn shop in "The Penal Zone" is an ad for Scoggins Erasers from fellow Telltale series, Nelson Tethers: Puzzle Agent.
  • Controllable Helplessness: Sam gets hit with this in 304, when he's controlled by Charlie Ho-Tep, as attempting to do anything, including opening the notebook, will result in Sam struggling and Ho-Tep mocking him. In fact, the only things you can interact with in any meaningful way during this sequence are Charlie and the piano's sheet music, although you're also given full control of Max for this segment.
  • Cool and Unusual Punishment: In "The City That Dares Not Sleep," Sam's dancing is so horrible that the threat of it causes one of Skun-ka'pe's minions to sing like a canary.
  • Crapsack World: The world got even crapsackier than in the past games, or at least looks more that way because the graphics engine got upgraded and most of the damage to the block from Seasons 1 and 2 still persists.
  • Cue the Sun: Bitterly subverted at the end of two episodes of Always Night, after the terrors have finally left the city. The sun rises to light Sam's defeated and weary trudge along streets still infested with violent crime.
  • Darker and Edgier: Way less cartoony (there are actually textures), rats and roaches everywhere, skeletons, dissected brains, another clue that Sam and Max will die. Kinda goes towards where the print comic went. Also, Sam and Max do actual detective work!
    • Lampshaded by Max saying this is the result of the new Mayor of New York's "This is a City, not a Day Care Center" campaign, and importing New Jersey's surplus supplies of grime.
    • This is especially prevalent in "They Stole Max's Brain!", at least during the first half, in which Sam channels the typical Cowboy Cop, roughing up and intimidating suspects, although he does still become spontaneously cheerful and polite when the player chooses a response that makes no sense in context and the person he's interrogating says so. Sam does revert back to normal after finding Max's brain, Sammun-Mak still hijacks Max's body and manages to brainwash everybody but Max and the molemen.
  • Dead Alternate Counterpart: At the end, Max had died and it is impossible to revive him. Fortunately, a Max from a parallel universe shows up to befriend Sam, explaining that his Sam had similarly died.
  • Dead for Real: Word from Telltale indicates that all of the on-screen deaths in "Beyond the Alley of the Dolls" were real. The problem is, no one's exactly sure what constitutes as an on-screen death. Here's the current body count. Sal (but only as of Episode 305; he survived the long fall in the preceding episode), Sammun-Mak, Skun-ka'pe, Girl Stinky, Sam Jr. (if you don't save him first) and Max.
  • Demonic Dummy: Charlie Ho-Tep. Lampshaded of course.
    Sam: "Wow, a crazy evil ventriloquist dummy. Way to perpetuate the stereotype, Charlie.
    • Also, when Charlie's discussing his plan to destroy the world by bringing about a time of eternal darkness and torment through bringing Junior to Sam and Max's dimension.
    Charlie: When my spell is complete I'll use the power of the Toybox to tear down the walls between your realm and mine, dragging both realities into an eternity of torment and despair!
    Sam: "Okay, but how will that be different from any other ventriloquist act?"
    Max: "Hey-ohhh!"
  • Department of Redundancy Department:
    • A few of Max's future visions occur immediately after he finishes viewing them.
    • "A trap so deadly, it would cause you to die!" "That is deadly."
  • Devil in Plain Sight:
    • Monsieur Papierwaite. That hairdo pretty much gave him away...
    • Everyone believes Skun-ka'pe to be a Benevolent Alien Invader. Even with precognitive evidence, Sam and Max aren't initially positive he's evil.
  • Diabolus ex Machina: The ending for "The City That Dares Not Sleep." The Big Bad for the season is unveiled and thwarted and Sam now has the means to finally save his little buddy and get everything back to normal. But they take just a wee bit too long, and Max is killed.
  • The Dog Was the Mastermind: No, not Sam, but the culprit behind the army of Sams in "Beyond the Alley of the Dolls" turns out to be the ventriloquist dummy Max has been reluctantly toting around.
  • Doing In the Wizard: At the conclusion of Season 2, it was revealed that Girl Stinky was actually a demonic cake cooked by Stinky. The conclusion of Season 3 retcons this into having been Sal and Stinky using a fog machine and other special effects to trick Stinky into thinking that she was the cake as part of their assassination attempt.
  • Duck Season, Rabbit Season: Sam pulls a similar trick in "The City That Dares Not Sleep". He even pays homage to the Trope Namer by using "rabbit season" as his line. To elaborate; Sammun-Mak is now piloting Skun-ka'pe's ship as a Brain in a Jar, but is having difficulty controlling his thoughts enough to stay focused on steering. Sam is trying to get into the mole processing chamber, and distracts him by repeating "mole men" again and again, then suddenly declaring "rabbit season." Confused, Sammun-Mak asks why he didn't say "mole men", and inadvertently opens the door to the chamber.
  • Eldritch Abomination: Yog-Soggoth, his grand-child, Junior, and Max, when his Psychic Powers finally awaken.
  • Emotion Eater: The Spores from "The City That Dares Not Sleep" feed off of the psychic energy produced by nightmares. It tastes like Pepsi (among other things).
  • Enemy Mine: Skun-ka'pe and Papierwaite team up to take out Sam in "They Stole Max's Brain!".
  • Exactly What It Says on the Tin: "They Stole Max's Brain" is about - spoiler alert! - someone stealing Max's brain.
  • Exact Words: At the beginning of "The City That Dares Not Sleep," The Narrator says that "one of the characters you see before you" will betray Sam and Max. He's not talking about any of the characters in the portraits — he's talking about himself, as Max's superego, trying to prevent Sam from saving his partner.
  • Expo Speak Gag: Everything is described in Techno Babble or These Are Things Man Was Not Meant to Know. Even when it's made clearer that It Runs on Nonsensoleum, it still goes over Sam and Max's head.
    Sam: I wonder if we'll ever find out what Momma Bosco's "Dimensional Destabilizer" does.
    Agent Superball: It's a device used to coerce a transient resonant integration of the subquantum harmonic vibrational frequencies between this and adjoining dimensional membranes.
    Sam and Max stare, bewildered.
    Sam: I wonder if we'll ever find out what Momma Bosco's "Dimensional Destabilizer" does.
    Max: I hope it makes pie!
  • Extremely Short Time Span: Characters later on referencing events from the start of the season as being "a few hours ago" and the fact that "The Penal Zone" is set during the daytime while the episodes from "They Stole Max's Brain!" onwards are set at night implies that the first four episodes all happen in one very, very long day. There's about a one week gap between them and "The City That Dares Not Sleep", but even then various circumstances mean that none of the characters have actually slept since the season started.
  • Fan Disservice: Yay, Sybil's Cleavage....and her pregnant midsection, ohhhh.
  • "Fantastic Voyage" Plot: Episode 305.
  • Felony Misdemeanor:
    • Max apparently loves this trope, in "The Penal Zone":
      Max: "OK that's it! Destroying the world, conquering the Galaxy, whatever; but driving a gas-guzzler is where I draw the line!"
    • Apparently, the most uncivilized act that can be committed in mole-man culture, particularly those of Egyptian heritage, is cutting a cucumber lengthwise.
  • Fission Mailed: In "The Tomb of Sammun-Mak", any time Sam and Max's ancestors, Sameth and Maximus, die before the end of the game the film reel merely backs up to right before they died, allowing you to try the puzzle again correctly.
  • Fluffy the Terrible: The most horrible and feared of the elder gods, whose birthing wails shattered the great continent of Pangaea. His Junior.
    • Max can't get over the name.
      • "JUNIOR?!"
  • For Your Own Good: For Max's good in "The City that Dares Not Sleep", Sam hijacks his body, takes control of his arms and legs, and forces him to electrocute himself in Battery Park in the hopes that the shock will disable his psychic powers. He sort of half-succeeds... but the electrocution also damages Max's brain so that he loses most of his memory.
  • Foreshadowing: Episode 1, in an optional conversation with Momma Bosco, states that it's possible that Max has a brain tumor that grants him psychic powers, which will soon or later explode and kill him. This plays a major part in the final episode.
    • Future Vision, of course, is used for this a lot. This is especially true in "The Penal Zone", where almost every time you use it on Sam when it's not required for a puzzle has him say or do something that foreshadows what will happen in the following episodes.
  • Forgetful Jones: Sammun-Mak has a short-term memory even more pathetic than Max, and is fickle as hell to boot. One puzzle requires you to exploit this by making him hate something (prompting him to demand it and everything like it be destroyed), then make him love it again so you can exploit it's rarity value.
  • Freeze-Frame Introduction: For every returning character, they get their own freeze frame that share trivia about the prior seasons or little details meant for a quick gag.
    • Sam & Max themselves are both introduced in two different manners: Sam's listing his likes/dislikes and being one half of the freelance police, while Max's... a little more straight to the point.
    • Sybil's particular freeze frame intro lists all her previous job titles. The list runs so long it goes past the borders of the screen.
  • Futureshadowing: Plenty of it through the Season.
  • Generation Xerox:
    • The Main Characters of "The Tomb of Sammun-Mak" are Sameth and Maximus, the Great-Grandparents of Sam and Max. As you expect, apparently their only difference is they aren't Freelance Police, they don't have a carnote  and they don't have guns. Also, Sameth has a moustache and Maximus has clothes.
    • Most of the rest of the cast in that episode is the same way. Justified in some cases in that it may actually be the same person (Jurgen, for example).
  • Genki Girl: Baby Amelia Earhart, also a Motor Mouth and Little Miss Badass.
  • Genre Roulette: Despite being predominately Comedy, the series has a different genre for each episode:
    • 'The Penal Zone': Science-Fiction
    • 'The Tomb of Sammun-Mak': Adventure
    • 'They Stole Max's Brain!': Noir, before a genre shift takes it to Mystery/Adventure.
    • 'Beyond the Alley of the Dolls': Horror
    • 'The City That Dares Not Sleep': Monster Movie
  • Go Mad from the Revelation: Defied, as Yog-Soggoth is rather surprised that Sam and Max didn't go mad from just looking at him. But then again, this is Sam and Max we're talking about here.
  • Grand Finale: "The City That Dares Not Sleep" is this for the whole series. Pretty much every character who is still alive (and Jurgen) come back to try to stop a giant mutated Max from destroying the city.
  • Greater-Scope Villain: Junior. He is even more powerful than Yog-Soggoth, the Devil's Toybox, and those with the Gift and is the reason the Devil's Toybox is in Sam and Max's dimension in the first place. However, due to his botched summoning, he never has a chance to make it to Big Bad proper and only has indirect influence on the plot through Charlie Ho-Tep, who seeks to bring him to the plane of Earth, and Giant Max who thanks to ingesting an essence of Junior is part Dark Dimension creature.
  • Guns Are Worthless: "Really, Sam? That's the best you can think of for "use gun with gorilla"?"
  • Gut Feeling: Sam and Max have never openly disliked a character that hasn't later turned out to be truly evil. This includes Skunkape, Charlie Ho-Tep, and Girl Stinky. Even if a character is intended to be a villain, if Sam and Max seem comfortable or friendly with them, then there's a good chance they'll pull a Heel–Face Turn later on (as ends up being the case with Papierwaite.
  • Have a Nice Death: Unusually for a (pre-Jurassic Park) Telltale game, "The Tomb of Sammun-Mak" features numerous ways to die (indeed, the PS3 version has a trophy if you see them all). However, the game is being told as a cinematic flashback to Sam and Max's ancestors, who aren't supposed to die until the very end of the game. Thus, every time you perish, you're sent back to just before you screwed up and got killed, so you can try again without any hassle.
  • Heartbroken Badass: "Noir Sam" is basically a parody of this: He's imitating resident badass Flint Paper, but he also has the option to go into random "Noir" Speeches, which is basically Angst.
  • Heroic Sacrifice: Ohhhhh boy....Gordon the Alien Brain, Sal, Max's Superego, and the lovable lagomorph himself.
  • Hoist by His Own Petard:
    • You know those psychic powers that were SO useful? In the finale, not so much - in fact, they're actually used against you.
    • Jurgen seems to have severe Hoistee's Syndrome in Episode 302. He's quite freaked out about his recently acquired vampire curse; to wit, his room is stocked with ridiculous measures of garlic, crosses, and wolfsbane. However, when (falsely) informed of where the curse's remedy can be found, he leaves the safety of his room— providing the perfect opportunity for a vampiric elf to catch him. To add insult to injury, he is then kept out of his room by his own vampire deterrents, leaving him powerless to prevent Sameth and Maximus from searching his steamer trunk. He even laments at the irony.
    • In "They Stole Max's Brain", the salutes Sammun-Mak rewired everyone to perform reflexively when a specific phrase is said are key to his defeat.
    • In "Beyond the Alley of the Dolls", Charlie Ho-Tep gets a double dose of petard-hoisting. He is ultimately destroyed when Max tricks him into destroying the Devil's Toybox. He was only able to destroy it because he transformed into the Cthonic Destroyer to fight Max. In addition, he was tricked into attacking the Toybox by way of Max using the Psychic Ventriloquism power. That happens to be Charlie Ho-Tep's own power.
  • Holiday Motif: Introduced in episode 2 is Nicholas St. Kringle, a ruthless early-20th century toy magnate with a red wardrobe, a love of cookies, and a workforce comprised of elves. To drive the point home, the character's appearance is modeled off of Santa's as seen in the previous season.
  • How We Got Here: Subverted in "The Penal Zone", when Max uses the future-vision goggles to figure out how he and Sam are going to defeat Skun'ka-pe. Skun'ka-pe discovers the goggles and uses them to realize their plan and promptly throw a spanner in the works.
  • Human Outside, Alien Inside: Inverted, Dr. Norrington said that The Great Old Ones are identical to humans, and by extension animal life on the inside. "We save the weird stuff for the outside".
  • I Am the Noun: In a strange twist on this trope, The Narrator declares that "I am Max's Brain!" If you think about it, though, it's a legitimate trope example because he's really only the superego.
  • Idiot Ball: General Skun'ka-pe in "The Penal Zone" is essentially defeated by an Idiot Ball — by reaching out for a piece of toy that Max claims to be magical, but Skun'ka-pe already knows isn't.
  • Insistent Terminology: The Sam clones are Dogglegangers!
  • The Insomniac: The entire city of New York falls into this during "The City That Dares Not Sleep", desperate not to succumb to sleep and allow the spores to feed on their dreams, making Monster Max even stronger. The government even starts giving out chocolate-covered espresso beans. Sam manages to go eight days before passing out.
  • I Resemble That Remark!
    Sam: I wouldn't trust that General Skun'kape.
    Mama Bosco: You two don't trust anybody, do you?
    Sam: What do you mean by that?
    Max: Yeah, what are you trying to pull!?
  • Ironic Nursery Tune: In the finale to "Beyond the Alley of the Dolls", the songs being played are actually being sung to the melodies of various children's songs, like "Pop Goes the Weasel" and "You are My Sunshine." Knowing that doesn't really help, though; the chanting is still creepy as hell. It makes sense, though, since it was part of Charlie Ho-Tep's effort to resurrect Junior, who's the youngest of the elder gods.
  • It's All About Me: Sammun-Mak overrides all of reality to be about him. To call him self-centered would be an understatement.
    • Max, as usual. Until episode 305, that is.
  • I Was Quite a Looker: Momma Bosco. And now she's back to being a looker. That is, if the lack of real hair doesn't bother you.
  • Jack Bauer Interrogation Technique: Employed by Noir Sam.
  • Kick the Dog: During "Beyond the Alley of the Dolls", Sam and Max witness one of the Sam clones finding a small, plush rabbit and hugging it affectionately. This same clone reappears at the Statue of Liberty and is the first victim of Max's rampage after he absorbs a portion of Junior's essence.
  • Kirby Dots: Appear when Max uses his psychic powers.
  • Lactating Male: In The Tomb of Sammun-Mak Maximus is transformed into a cow and Sameth milks him.
  • Leaning on the Fourth Wall: In "Beyond the Alley of the Dolls", Charlie Ho-Tep tells Sam that he is the perfect Straight Man to his act/plan, because he is pretty easy to control and has spend much of his life taking orders without thinking any stray thoughts.
  • Lethal Joke Weapon: More like lethal joke dialogue option. For most of the Noir Sam sequence in "They Stole Max's Brain", the Noir option is mainly just an excuse to hear some really funny dialogue from Sam and the people he's interrogating. It's also the only way to get the Sign Spinner to hand over the Rhinoplasty toy.
  • Levitating Lotus Position: Max levitates in this pose in "Beyond the Alley of the Dolls" after discovering his Magic Feather, which is even more difficult to do with rabbit feet.
  • Licked by the Dog: Stinky is a lazy, scathing, and probably murderous individual, and yet Sal, her browbeaten, long suffering, but all around nice guy chef, likes her enough to start a relationship with her, so she can't be ALL that bad. Except in The Devil's Playhouse we learn that Stinky is just using Sal to try and kill Grandpa Stinky, and when Sal becomes indisposed she moves onto Skun-ka'pe. So she really is that bad.
  • Little Stowaway: Amelia Earhart in the episode "The Tomb of Sammun-Mak".
  • Lonely Piano Piece: The ending credits for "The City That Dares Not Sleep". Didn't think a Sam and Max game could make you cry? Just listen to this.
  • Loose Canon: While the complete canon of the series could qualify, more specifically, Sam and Max Secret Origins: Skun-ka'pe is canon In a way that will never be referenced again.
  • Lovecraft Lite: Part of the recurring shtick of this series, given a mellower Yog-Soggoth and other elements of the Eldritch.
  • Love Triangle: Curt, Chippy and Carol.
    • There's also a really bizarre one implied between Sam, Max and Momma Bosco. Momma Bosco fell for Max and accused Sam of being jealous, but she lost interest as soon as Max showed any; and now Max is lusting after her, even though she doesn't seem to care anymore, and actually seems to be interested in Sam. Hopefully nothing comes of this, and it really is just implied. Poker Night 2 hints that this may have come to fruition, as Sam states when asked that he's "Off the market".
  • Macguffin Delivery Service: The episode "The Tomb of Sammun-Mak" is basically one of these.
  • Magic Feather: For once, played completely straight; in the finale to "Beyond the Alley of the Dolls", Max bemoans how useless he is. Then Yog-Soggoth/Dr. Norrington tells him that since he has the Gift, the power he yearns for will always be inside him, with or without the toys. For once, this is uttered without a hint of sarcasm, and gets by without any Lampshade Hanging or snark from any of the characters. Cue Max's personal Moment of Awesome.
  • Malicious Misnaming: Girl Stinky continues to never addresses Sam and Max by their names, but picks a random moniker every time. If you use psychic ventriloquism on her in Episode 304, Max tries to imitate her, but acknowledges that it's harder to come up with those names than it looks.
  • Meaningful Name: You first find the psychic ventriloquist dummy in an ancient Egyptian tomb, so his name doesn't really look out of place. Later in episode "Beyond the Alley of the Dolls", you'll realize that Charlie Ho-Tep sounds suspiciously similar to a certain other elder god with connections to Egypt... namely, Nyarlathotep.
  • Mood Whiplash: "They Stole Max's Brain!" It starts with a gritty noir theme, then goes to a part more befitting of the point-and-click gameplay we know. Then the REAL twist comes when a Nepharious Pharaoh who happens to be inhabiting Max's body (It Makes Sense in Context) uses the power of the Toy Chest to planeshift the entire world into an alternate reality where he is ruler of everything, and only Max, Dr. Norrington, and the molemen are aware that anything is wrong.
    • And let's not forget The Reveal and conclusion of Beyond the Alley of the Dolls.
  • Most Definitely Not a Villain Also General Skun-ka'pe when you first meet him.
  • Motor Mouth: Baby Amelia Earhart in 302
  • Multiple Endings: "The City That Dares Not Sleep" has two slightly different endings, depending on whether Sam's fondest memories of his life with Max (as chosen by you, the player) are of adventuring or crimefighting.
    • If the player picks adventuring as the fondest memory, Sam and Past Max decide to go back in time to do some adventuring in the past.
    • If the player picks crimefighting as the fondest memory, Sam and Past Max will go back into the city to bust the next major threat to the city.
    • The ending is further modified if you remembered to return the baby cockroach to Sam's inventory before leaving Max's mind for good.
  • Mythology Gag:
    • Using Mind Reading with the Newspaper Rack? in "Beyond the Alley of the Dolls". According to Mike Stemmle, he wanted to do this gag since he read a review of Sam & Max Hit the Road in when the Reviewer was comparing the game humor with watching Penn & Teller, as a some sort of Backhanded Insult. Which is weird, because they love Penn and Teller. The joke is the standard Penn and Teller "3 of Clubs" trick and he wanted to put it in a game for nearly two decades. And he did. In a Sam and Max game.
    • If you use Charlie Ho-Tep at the Stinky's jukebox in "Beyond the Alley of the Dolls", Max will sing the first line to Conroy Bumpus's song from Sam and Max Hit the Road.
    • In "Beyond the Alley of the Dolls", looking out on the clone-infested streets in one area will cause Sam to note that they probably won't be hitting the road any time soon.
  • Never Mess with Granny: Out of all people, Nefertiti, the mole girl who fell in love with Jurgen in "The Tomb of Sammun-Mak", becomes a badass in "They Stole Max's Brain!", even using Ninja Acrobatics.
  • Nice Guy: Sal, to the point that Max can't actually bring himself to make fun of the giant cockroach.
  • Nice Job Breaking It, Hero: Sammun-Mak was capable to return to power thanks to being in Max's Body. Now, who put him there in first place? Exactly.
  • No Celebrities Were Harmed: Sal, the 6-foot cockroach, whose laid-back speech mimics of Patrick Warburton, as well as Dr. Norrington, who sounds suspiciously similar to Tony Jay.
  • Nonindicative Name: The Devil's Toybox has absolutely nothing to do with the Devil, who shows up in the final episode of Season 3 to clear up this misunderstanding and boost his public image. In fact, it belongs to something much worse. That's right, in this universe, the Devil is not the most evil thing around.
  • Non Sequitur, *Thud*: Happens in "The Penal Zone", as the Alien Brain begins to let himself die, his memories fade and more comedically, his telepathic speech begins to become more incoherent. "Donut button, Sam and Max! Donut button until we meet again in the plaid!" This is actually a reference to the fact that one of the voice actors for a previous episode refused to curse, and so for some lines that were bleeped out, the actor was saying "donut button" rather than anything offensive. The Bleeps are in the script, so the voice actors have to improvise what's going to be bleeped out. Some Actors have fun with the Bleeps and create extremely foul streams of words, while others just say something that maybe sound offensive if those are bleeped out. The most memorable is one when the voice actor was saying "Donut" and "Donut Button" instead of actual curse words.
  • Not Me This Time: In "The City that Dares Not Sleep", The Devil himself shows up to refute any claims that the Devil's Toybox is in any way related to him. In fact, the Toybox predates the Devil by an order of magnitude and the object was named this way by mistake.
  • Obviously Evil: Skun-ka'pe. And Stinky, once you talk to her.
  • Offscreen Moment of Awesome: Implied by an intertitle in Episode 302; supposedly, after arriving in Egypt, Sameth and Maximus had a series of unlikely grand adventures with Baby Amelia Earhart in tow before abandoning her and heading for the tomb of Sammun-Mak. We don't see them, of course.
  • Oh, Crap!:
    • Sam and Papierwaite's absolutely horrified downward look at Sybil's water breaking.
    Yog-Soggoth: ...Pennies?!
    • At the end of "The City That Dares Not Sleep," when Stinky's phone starts to ring.
    Skun-ka'pe: Didn't I tell you to get rid of that cellphone?
    Girl Stinky: Who could possibly be calling me?
    Skun-ka'pe: (Eyes widen in horror)
  • Ominous Latin Chanting: Parodied in The Tomb of Sammun-Mak with The Pig Latin "omecay onninway the aterways inefay" Spelled differently in subtitles making it just that much more confusing.
  • Only Sane Man - Max, ironically enough, during the second half of "They Stole Max's Brain!" He seems to be the only one, save the molemen, who hasn't been affected by the reality rewrite, and consequently is the only one who seems to recognize that he hasn't always been a disembodied brain in a jar, and that Sammun-Mak hasn't always been absolute ruler of the world.
  • Paranormal Mundane Item: The storyline centers around the mystical Toys of Power which are actually very ancient, but for some reason look like ordinary toys that may be found in a modern-day toy shop (like a toy telephone that allows its user to teleport and a wacky putty toy that gives him the ability of transformation).
  • Person of Mass Destruction: As per the past games, Max continues along this way, also including the fact that with his psychic powers, he can become one with infinity and destroy the universe.
  • Pet the Dog:
    • Stinky trying to save Sal from a humongous monster.
    • Just before Max dies, the Max spores made a request to Sam when Sybil was in labor and still inside the monstrous body:
  • Poirot Speak: Hubert Q. Turis, the European Tourist from "They Stole Max's Brain!", has a tendency to drop really long faux-German words into his sentences. What makes this even funnier is that he is voiced by a Telltale Games intern from Germany.
    Hubert: I was about to give [Frankie The Rat] a tip for the help, when all of a sudden a weltraumliebwachetzaubreikrieg erupted in the middle of one of your asphault fjords!
    • To elaborate, a weltraumliebwachetzaubreikrieg is Hubert's people's word for a stunning battle between a strangely-garbed man and an alien space gorilla carrying a brain in a jar!note  Maybe it's a common occurrence in Europe.
  • Power Born of Madness: According to Mr. Papierwaite, the only ones capable of using the Toys of Power (besides an Eldritch Abomination, at least) are "the insane, the simple and the defective." In other words, Max and Sammun-Mak have the Gift because they're mentally unstable.
  • Powered by a Forsaken Child: "It's Mole Men! General Skun-ka'pe is sweating Mole Men!
  • Power Glows: When Max unlocks his full psychic potential, his body radiates white light. It almost looks holy.
  • President Evil: Carrying over from the past games, it's implied in "The Penal Zone" that Max got himself re-elected by causing an outbreak of Bubonic Plague. Though the fact that Hell literally froze over probably helped as well.
  • Production Throwback: In "Beyond the Alley of the Dolls," one of the Samulacra finds a bunny plush and gives it an affectionate hug. The rabbit was Gromit's from previous Telltale project, "Wallace and Gromit: The Grand Adventures."
  • Pronouncing My Name for You:
    • Skun-ka'pe's preferred pronunciation of his name, which everyone blind to his villainy uses. No one seems to notice Sam and Max's pronunciation of "Skunkape" except for Sal, which strikes him as witty.
    • Papierwaite pronounces his own name as 'Pa-pi-er-weight', but it's pronounced by everyone else as 'Paperweight'.
  • Puff of Logic: In "The Penal Zone", Sam notes from the readings on a bank of monitors in Bosco-Tech Labs that it's scientifically impossible for him and Max to exist, and they promptly fade out of existence. They then fade back in when Sam realizes he'd misread the data.
  • Put on a Bus:
    • In "The Penal Zone", Bosco and Bluster Blaster are in Vegas spending all of the money from Season 1, while Sybil and Abe are still on their honeymoon. Jimmy Two-Teeth and The Bug are also missing, but they aren't properly explained. One could assume that they're one of the many vermin now infesting the city.
    • It's heavily implied that Jimmy and his family are living it up on money Max secretly paid them to spread Bubonic Plague over the country to get himself re-elected.
    • In Episode 304, Bluster Blaster returns, and in 305, Sybil and Abe do, as well.
  • Psycho Supporter: The cast becomes supporters of Sammun-Mak after he rewrites reality in the third act of "They Stole Max's Brain!" Only Max, the Molemen, and the mysterious Dr. Norrington remain to oppose him.
  • Quip to Black: Curt gets these by the boatload in "The City that Dares Not Sleep". The "PREE-YOW!" bleeps that follow from Chippy must be his way of going YEAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHH!
  • Reality Warper: In "They Stole Max's Brain!", Sammun-Mak is able to rewrite history with the Devil's Toybox so that he rules the world. The molemen and Max's disembodied brain are the only people who remember the original version of history.
  • Replacement Goldfish: Max is dead, but Sam meets up with the Past Max from "Chariots of the Dogs." According to Past Max, he comes from a world that almost exactly mirrored the events of The Devil's Playhouse, but which culminated in Sam dying, instead. They decide to team up.
  • Red Herring
    • The trailer for the season shows a shady photograph of a number of characters with the commentary "Use Sam & Max's strange psychic gifts to battle a host of villains bent on destroying the entire Universe". The photograph does indeed show some of the season's major antagonists, namely Skun-ka'pe, Papierwaite, Sam's clones, and Charlie Ho-Tep, alongside with minor villains like Jurgen, Nicholas St. Kringle, and Girl Stinky - but it also demonstrates non-villainous characters like Sal, Grandpa Stinky, Baby Amelia Earhart, and the Molemen.
    • Momma Bosco became a Red Herring in Beyond the Alley of the Dolls, as she was the only one capable of engineering a Night of the Living Sams, and was revealed to have at least one motive for doing so. Or two.
    • In The City That Dares Not Sleep, the Narrator throws everyone up in the air as Red Herrings. It's because when he says 'one of these people will betray Sam and Max' while showing pictures of all characters seen in the game so far, HE'S also in the collection of people.
  • Rhetorical Question Blunder: In "The Tomb of Sammun-Mak":
    Maximus: Why can't we all get along, Sameth?
    Sameth: Because most of us are (bicycle horn), little buddy.
  • Sassy Black Woman: Momma Bosco
  • Scenery Porn: The final scene for the crimefighting ending in "The City That Dares Not Sleep" - specifically, the music fading away on a triumphant note as the camera pans upwards, settling on an absolutely breathtaking shot of a sunrise over New York as our two heroes return to the city, the Sam & Max logo appearing onscreen. Visually stunning.
  • Scry vs. Scry: In "The Penal Zone", you get a toy that allows you to see into the future, starting with the end of the episode, which the episode's Big Bad changes when he gets a hold of said toy.
  • Self-Deprecation:
    • When offered with the suggestion to make a point-and-click adventure game for Christmas by Sameth and Maximus in "The Tomb of Sammun-Mak," the elves respond thusly:
    Sameth: Point and click adventure games! (music stops)
    Elf (shocked): *Beat* You've gotta be kidding me!
    • In "The City That Dares Not Sleep," Sam finds a game of "Car Bomb" in Max's inventory, and mentions that it's from their immature, self-consciously politically-incorrect phase. When one of the nightmare spores asks when that ended, Sam says he'll "let them know when it does."
  • Sequel Hook: Each episode ends with a potentially Nightmare Fuel cliffhanger, including Sam and Max finding their own skeletons, Sam walking in on his truly brain-dead partner, a hoard of Sam clones attacking the museum, and Max transforming into a horrific Eldritch Abomination. Not to mention the ending to "The City That Dares Not Sleep".
  • "Shaggy Dog" Story: Ultimately, after everything Sam goes through in "The City That Dares Not Sleep," he fails to save Max by a single minute.
  • Shout-Out:
  • Shown Their Work: In "The City That Dares Not Sleep", Agent Superball briefly mentions the 28th Amendment. There are currently only 27 amendments to the Constitution.
  • So Long, Suckers!: Done twice in "The Penal Zone". Gets its due lampshade the second time:
    Max: "We've been hearing that a lot lately.''
  • Some Call Me "Tim": Yog-Soggoth goes by a much simpler name of Doctor Norrington.
  • So Unfunny, It's Funny: Egyptian Molish humor.
    You see, it's funny because no one cuts the cucumber lengthwise, so... so... you Americans have no sense of humor.
    • To be fair, cutting the cucumber length-wise is apparently a huge social taboo to them. That joke is their version of a Dead Baby joke.
  • The Smurfette Principle: The C.O.P.S. recruit Carol in episode 301 and she is their only female member.
  • Spoiled Brat: The reason of why the Toys of Power were created in first place was for stop the tantrums of Junior, Yog-Soggoth's grand-child. I repeat, Yog-Soggoth's grand-child.
    Paperwaite: Unfortunately, when the elder gods were banished to the Dark Dimension, Junior's Toy Box was lost during the move. And in the millennia since, he just will not STOP whining about it!
    • Sammun-Mak was also a massive brat as well which led to his people rising up against him.
  • Start of Darkness: "The Tomb of Sammun-Mak" reveals exactly how and when Jurgen became a vampire. Not surprisingly, Sam and Max's great-grandparents were the ones ultimately responsible.
  • Stealth Pun: When you put Sam and Max (or rather, their great-grandpas) inside a can, you get a Can O'Nuts.
  • The Straight Man: This is the main reason Charlie Ho-Tep creates an army of Sam's Clones; because, as a Dummy, he needed a straight man and Sam is perfect for that job.
  • Straw Feminist: Bosco's mother. She is not very obnoxious though, and merely wants to make babies without a man, preferring the baby to be an angelic little she. That being said, she still cares very deeply for her son.
  • The Stinger: "The City That Dares Not Sleep" has at least two of them that can be triggered after the credits roll, both covering how Max is still there when/if another season comes out.
  • Stripped to the Bone: The great-grandpas of Sam and Max are skeletonized by moleman magic at the end of Episode 302.
  • Summoning Ritual: The "boss fight" in Episode 302 is to thwart a summoning ritual of Yog-Soggoth.
    • And in 304, The "boss fight" is to thwart a summoning ritual for Yog-Soggoth's grandson, Junior.
  • Suspiciously Similar Substitute:
    • Frankie the Rat in season 3. Pretty much the only reason they didn't just re-use Jimmy Two-Teeth is because his voice actor was gone.
    • At the end of Season 3 after Max Dies, Sam encounters Past Max from "Chariots of Dogs", who ironicaly just came back from a mirror adventure of what just happened, except with Past Sam dying instead of him, after talking they decide to team up.
  • Suspiciously Specific Denial:
    • "The Penal Zone":
    Skun-ka'pe: I bring all the mole men on a wonderful off-world vacation they're never forget! (I don't kill them.)
    • "Beyond the Alley of the Dolls":
      • You can read Sam's mind in Bosco-tech, and he's thinking something along the lines of: "Some people might be afraid to be tied to an id-driven psychopath with psychic powers, but not me. And I'm not just thinking this because Max is reading my mind right now."
      • In the same episode, while talking to Charlie Ho-Tep during the finale, Sam accuses him of being evil and crazy. He angrily retorts that he's not evil or crazy, OR illiterate.
      • In the Featureless Warehouse District is the Not-Clone-Related Industries Building, on the corner of Dopple and Gang.
  • Taking You with Me: Max goes out with a bang, but he doesn't do it alone.
  • Temporal Paradox: One of these is used to explain how Max is alive at the end of "The City That Dares Not Sleep". Every other instance of time travel ends up as a Stable Time Loop.
  • Take That!: In "The Penal Zone":
    Sam: I wonder what would happen if I open this wardrobe...
    Max: Don't do it, Sam! It'll probably lead to a land of whimsical characters and thinly-disguised religious allegories!
    Sam: Good point. We already had that kind of trouble when we went into that tollbooth.
  • Telephone Teleport: Max gets this ability.
  • The Three Trials: Averted in "The Penal Zone". Since the episodes aren't isolated incidents, it follows more of a narrative sense, usually only having one trial at a time. Maybe two.
  • Time Travel: "The Tomb of Sammun-Mak" plays with this. On the surface, Sam and Max are just changing the reels on the projector to skip to different parts of the movie. But the way Sammeth and Maximus use clues from later reels to solve puzzles in earlier reels - for example, their toy idea - definitely draws a parallel to straighter uses of time travel. Maximus's menu of psychic powers does refer to the movie reel as "Astral Projection", so there's definitely something going on...
  • Title Drop: Done in EVERY episode in Season 3. Lampshaded in The City That Dares Not Sleep.
    The Narrator: Sam, Sam. They say idle hands are the devil's playthings, but there is something far, far, worse. An idle mind is the devil's playhouse. A stage for the most vapid, horrible, and destructive stories to be made real...
    Sam: Deep... and curiously insulting.
    The Narrator: (to the audience) Didn't think I'd be able to work the title in, did you?
  • Trouser Space: In "The City That Dares Not Sleep", Sam can visit precisely where Max stores his gun while the latter was a giant Eldritch Abomination..
  • T-Word Euphemism: From "The Penal Zone":
    Sam: Spider-webs and spooky houses go together like well-dressed dogs and naked bunnies.
    Max: How many times have I told you not to use the "b-word", Sam?
  • Undercover as Lovers: In "Beyond the Alley of the Dolls." When Flint Paper demands to know who Girl Stinky's mysterious Mr. S is, she claims that it's Sam and that they've been carrying on a torrid love affair for years, all before Sam can come up with a different story. Since he's trying to figure out what Stinky's actually up to, he has to go along with it. Cue what may qualify for the Funny Moment of that episode.
    Flint Paper: I don't know what kinda game you're playing here, Sam, but now that I've seen you and Stinky smooching, all I really wanna do is climb into a bottle and wipe out a few brain cells.
    Max: Y'know, Sam, that whole Stinky-kissing thing kinda made me wish for he sweet release of death, too.
    Sam: I know, little buddy, but it'll be worth it if we can track Stinky to the REAL Mr. S who's controlling all these Sam clones.
  • Vampires Are Sex Gods: Jurgen:
    Jurgen: You clearly know nothing about the teenage girls! She thinks I'm even more tragically sexy than before!
  • Video Game Geography: The Disorient Express in Episode 302 runs between New York and Egypt. Don't ask how it got over the Atlantic Ocean. Lampshaded if Sameth talks to Maximus and chooses to talk about the journey; Maximus asks when they're going to arrive, and Sameth's answers all have the train passing over a body of water (the Denmark Straits, the North Sea, etc.).
    • It's referenced in a throwaway line that it's the first ever train to go under the Atlantic Ocean, but it's easy to miss.
  • Villain Decay: Skun-ka'pe. For most of Episode 301, he's a force to be reckoned with, especially after using Future Vision to see how he would be defeated and working things accordingly. And then he's tricked back into the Penal Zone by a toy he knows is fake. In every appearance thereafter, he just gets more and more pathetic. Specifically, his team up with Papierwaite falls apart, he is defeated by Sam and a bunch of Mole Men, is dragged off by a zombie-esque army of Sam clones, and gives up the last Toy of Power for an obviously fake Devil's Toybox.
  • Voices Are Mental: Averted in "The City That Dares Not Sleep", not even Grandpa Stinky's accent makes it over when he's brain-swapped with Gra-pea'pe. Played straight in "They Stole Max's Brain!" with the disembodied brains of Max and Sammun-Mak.
  • Wham Episode:
    • "The Penal Zone": Finding the corpses of what appears to be you.
    • "The Tomb of Sammun-Mak": We find out that aliens may not be the only thing to worry about, and Max gets his brain stolen.
    • "Beyond the Alley of the Dolls": Max turns into an Eldritch Abomination.
    • "The City That Dares Not Sleep": Several characters die. Including Max! He doesn't get better, either, but fortunately, his time-travel-created duplicate shows up out of nowhere at the last minute.
  • Wham Line: "Beyond the Alley of the Dolls": As Sam and Max prepare to find out where all the Sam clones are going and who their master is;
    Charlie Ho-Tep: I don't think so.
  • Wham Shot: Just as Sam's about to enter Max's brain, the Narrator takes us away from the action so he can give us one last chance to guess who the traitor is... and then a door opens in the background; the very same door Sam was about to open.
  • What Could Possibly Go Wrong?: Played with in "The Penal Zone," when Max asks Sam what could possibly go wrong by following the crime-tron's directions.
    • "...and then we get cancer."
      • Of course, Sam's answer only excites Max who declares it's impossible to feel down in a city that has mutant sewer sharks and roving packs of cannibal gangsters.
  • What the Hell, Hero?: By the C.O.P.S. to Sam at the end of the first part of "They Stole Max's Brain!"
  • What the Hell, Player? : In "The City That Dares Not Sleep", if you try put "Sam Jr." in the food processor, Sam will look at you, the player, and say "How dare you even think about putting my sweet little angel in there!"
  • When All You Have Is a Hammer…: Often in Season 3, when Max has one or two psychic powers, all puzzles will be solved with the same power, ie, the Teleporter through most of "The Penal Zone", the Can o Nuts in "The Tomb of Sammun-Mak".
  • Why Am I Ticking?: Max in "The Penal Zone".
  • Wounded Gazelle Gambit: In "The City That Dares Not Sleep," Sam claims that he's never seen Max cry on his own except to lure his prey into a false sense of security.
  • Yandere: Charlie Ho-Tep isn't crazy, evil or illiterate. He's LONELY.
  • Zero-Effort Boss: Near the end of "The Tomb of Sammun-Mak", Amelia Earhart reveals herself as the one who stole the Devil's Toybox, and mockingly asks if Sameth has any parting words... except Sameth is under a curse that causes members of the opposite sex to go flying when he talks to them. You can probably guess what happens next.
  • Zombie Apocalypse: With a bunch of Sam's Clones, just for a change.