The Start

Once again the game beings in the office. Before heading off to Ted E. Bear's Mafia-Free Playland and Casino pick up that Ace of Spades that Max dropped over by the rat hole, incidentally Jimmy Two-Teeth now appears to be a Fence. Note that down. That's all you need to do in here, go outside and jump into the DeSoto.

Lovey Bear at the door will give you some free tokens, these are unlimited so don't worry about using them too much. The first use for them is to play the game of Whack da Ratz behind Lovey Bear. Simply keep shooting the orange rats until you get to 20, don't shoot the yellow ones as they will decrease your score. Your reward for winning is a magnet, however winning again will not result in further prizes.

Onto the second use of the tokens. But before you do that use the Ace of Spades on the shiny Clown Nose above the entrance. Once you've done that talk to the green bear, Cuddly Bear, at the card table and play a game of Indian Poker against Leonard Steakcharmer. If you've placed the card on the nose he'll bet despite having a 4 of Hearts, so just Bet and you win 10,000,000 tokens.

That's all you need to do in the casino right now. Go to Bosco's and buy his new gadget, a Listening Device, coincidentally for $10,000,000.

Back to the casino again and plant the bug on the blue bear guard and then a token on the One-Armed Bandit. This will trigger a red bear to come walking out through the door and then back in again whispering the password as he does. Pick up the bug to learn what was said. Talk to the guard to gain entry.

The Mob

Chuckles will recruit you and give you three tasks to perform. He wants you to lean on somebody (Bosco), to whack somebody (Sybil), and to recover an item (sandwich). You'll need to inquire about all three tasks before you can go perform them.

First up we head off to Sybil's. She's got herself another new profession but all you need to do is take her coffee cup and then go down to Bosco's.

Since there actually is a member of the Toy Mafia standing outside the shop you can successfully distract Bosco with the "Look, it's the Toy Mafia!" line. Once he gets distracted use the Magnet you won at the Casino on the Anti-Delivery Camera to the left of the counter. This will get rid of the security system and allow you to place the Toy Bear on the Sale Table successfully.

Before you leave, use Sybil's cup on the condiments next to the toilets.

On your way back to Sybil's pop into the office and have a chat with Leonard who's trying to sell the sandwich to Jimmy Two-Teeth. Call him out on the cap gun that he's holding by switching to Max's dialogue choices and you'll begin the torture. Here are all of the starting lines and their corresponding punch lines.

Yo' mama's so fat... She has more folds than an origami accordion!

Yo' mama's so radiant... If she fell in nuclear waste, no one would notice!

Yo' mama's so perky... The only time she's low is at a limbo contest!

Yo' mama's so thrifty... She brings coupons to the penny arcade!

Yo' mama's so vulgar... Her mouth would make a longshoreman blush!

Yo' mama's so punctual... She showed up early for her own funeral!

You'll need to successfully say five of these before Leonard will give up the location of the sandwich, in the prize slot of the One-Armed Bandit, and give you the arm of the One-Armed Bandit.

Time to whack Sybil. Give her the ketchup filled coffee cup and then shoot it. That should be enough to fool Chuckles. Go back to the casino and use the arm on the bandit and then a token on the fixed machine to win the sandwich.


It's time for another straight forward car sequence. This time however you're being chased rather than doing the chasing. All you need to do is shoot one of the big Prismatology signs above you in the middle of the road, this will knock the Toy Mafia off the road and give you time to escape.

Enter the sinister door and meet Ted E. Bear. Faced with fake hypnosis you must shoot Max, luckily you picked up a cap gun from Leonard earlier so shoot him with that instead of the real thing.

Walk over to the disassembled One-Armed Bandit on the left and pick up the Screwdriver. Use it on the bandit to prise out the voice box which you'll also need to pick up. Take the voice box over to the orange hopper filled with the real voice boxes for the bears. Drop the bandit's in there and then pick up the altered bear.

Hypnotise Ted E. Bear himself with this new creation and he'll believe himself to be on fire! As he rushes over to the extinguisher simply pull the lever to finish the game.