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Story 

If I had tentacles for a beard, I'd be annoyed, too
The game picks up where the previous episode, Beyond the Alley of the Dolls, left off: Max is now a giant monster, trashing the city and it's up to Sam to stop him. 
 
After rounding up his team, including Momma Bosco, pregnant  Sybil, Superball, Mr. Featherly, Papierwaite and Mr. Norrington, Sam turns the Desoto into a giant corndog and gets swallowed by giant Max, ticking off Beelzebub and Jurgen in the process.
 
Who knew that Max's insides are a collection of nicely furnished rooms connected via a series of tubes? Sam discovers that a brain tumor is causing the trouble. On a side note,  The Narrator is actually Max's super-ego who is frustrated because the body it's in does not use its full potential to explore the secrets of the universe, or something. All it wants is to let it all end. With a psychic explosion taking out the north-eastern part of the country.
 
Sybil would cut it out of the brain along with the tumor, but alas! Dark matter inside it can only be destroyed using the Toy Robot, currently in Skun-ka'pe's possession. Tricking the general into throwing the Toy of Destiny into his hands, Sam enables Sybil to perform the brain surgery. 
 
Suddenly, Mrs. Lincoln-Pandemic's water breaks and she refuses to have her baby inside a horrible monster. Meanwhile, that horrible monster commits a selfless act and orders everyone to save Sybil!

Thus, Max sneezes everyone out, not forgetting the Desoto, and, right before the last  maimtron is able to annihilate the entire City with him,  teleports away. Where to? Let's say that Stinky and Skun-ka'pe weren't expecting that call. 
 
Back at the cloning facility, Momma Bosco tries to cook up one hyperkinetic rabbit-thing from some snot, but it turns out that Max's DNA is just too weird to reproduce. Superball runs out crying, and Sam walks out with the credits rolling, devastated, and mourns his buddy at the sight of the beheaded Statue of Liberty
 
Until a past Max pops up in a time-travelling elevator, and both walk into the sunset. Or time-travel to stop crime. Depends on your dialogue choice, multiple endings and all.

PC System Requirements

Operating system: 
Windows XP / Vista / Windows 7 
Processor: 
2.0 GHz (3 GHz Pentium 4 or equivalent rec.) 
Memory: 1GB 
Sound: DirectX 8.1 sound device Video: 
128MB DirectX 8.1-compliant video card 
(256MB rec.) DirectX(TM): Version 9.0c or better 

Mac System Requirements:
Operating Systems: Mac OS X 10.5 or newer
Processor: Intel Core 2 Duo processor 
Not Recommended For: 
Macs with integrated graphics        

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