Walkthrough:

Level 1 ( The Asylum)

Receive the towel from the cell next to Max's starting point (this is the well closest to the stairs). Use the towel on the power cable on the other side of the level, to slide down to the control tower. Once in the control tower look at the television sets, the blow up puzzle will reveal a VCR blow up puzzle, put the wires in order from left to right -- red-yellow-black. This will cause an explosion to open the filing cabinet and open the safe. Read the files from the cabinet, and grab the ancient key from the safe. Exit the tower, and since the bridge is not extended push the control panel to extend it. Travel to the angel statue in the middle of the level and use the ancient key on it. Next level.

Level 2 ( Pumpkin Patch)

First thing you must talk to three NPC's to learn Max's name so that he will be able to have conversation with the NPC's. Then have a conversation with Jessie Hatcher, the little girl playing tic-tac-toe. By beating her in tic-tac-toe you will that Meg and Eileen has also beaten her in the game. By talking to Meg you will verify that Meg beat Jessie four times. By talking to Eileen it is said that that Jessie was beaten seven times, but it is verified to be five times. 4,5,and the 1 time that Max had beaten her will be used in a puzzle later. Travel to the cemetery , talk to the five children there. There is a game of hide and seek to be played and once you talk to everyone, talk to Dennis to get the game started. After max is done counting go to the shed in the cemetery and get the crowbar. Now search for all of the kids. Go to the Bait House, and the left most barrel hides Lumpy. Go to the schoolhouse and use the crowbar on the door. Go inside and you will find Dennis. Go in the church and you will find Derek behind the first pew. (While in the church, read the files in the corner by the door). Go behind the town hall to the tree and Eileen will be hiding in the tree. (While at the town hall, read the files in the filing cabinet). Go past the Genet sign and across the bridge to the abandon house and under the bed will be Marcus. Now that everyone is found, return to the angel statue in the middle of town and talk to Dennis. You will find that you still have to find the secret weapon. At that point go talk to Eileen under the angel statue to get the shovel. Take the shovel to the cemetery and use the shovel on the middle grave and Max will find Carol. Go back and talk to Dennis and he will give you the key to the store. Go to the store and use the key on the door. Get the gas can and read the files on the counter. Go down to the beach side and talk to Timothy, he's fishing. Max will find that the bell for mass has not been rung for a while. Go to the church and pick up the rock and throw it at the bell at the top, this will send Timothy running into church. Go back down to the beach to retrieve his fishing rod. Travel to the small land bridge by the town hall. Use the fishing rod on the cross that is submerged into the water. Head towards the broken bridge by the cemetery. To get across the bridge max will have to ride the spring pig and break it. Throw the spring pig into the water and max will jump across it. There is a gate with a combination lock on it. The blow up puzzle will reveal a bike chain, change the numbers to the 4-5-1 combination that you received earlier. Once inside pick up the scythe and travel through the pumpkin patch swinging at any crows that get in the way. When you approach the end the gate will close and Max must fight the scarecrow. To kill the scarecrow you must destroy the pumpkins around the base first, then swing at the scarecrow once his fork is in the ground from swinging at you. Exit the patch and you will see a barn and a tractor. Open the front of the tractor and get the red hose from it. Enter the barn and talk top mother, see will hit you out of the barn revealing a wrench when you go back in, so go back in and pick it up. Go back to town, but instead of traveling through the patch again, Max can push a board across the water, which is located by the tractor, and walk to town. Walk to the fountain by the town hall. Use the wrench on the rubber hose. Go to the wrecked car on the beach side and open the gas cap. Use the rubber hose on the gas cap, then use the gas can on the rubber hose. Walk back to the barn. Use the cross on the glowing meteor, use the length of cable on the lower part of the generator. Then fill the generator with the full gas can. Take the length of cable and put it on the cross on the meteor and turn the generator on, this will electrocute mother. Now exit the town by going across the small bridge by the Genet sign and go through the cave with the white light coming out of it. Next level.

Level 3 ( The Courtyard)

Go talk to the lady in front of the church doors so she moves and Max can get in to the church. Open the doors to the church so that Max can talk to Preacher Bob and his assistant to find that the cross has been stolen from the church. Go to the observation room to the right and change the record to "Belladona in A Flat". Skippy will get up and start dancing and reveal the cross on the bench. Return the cross to Preacher Bob to receive the broom. Go towards the observation room and to the control box on the side. Use the broom on the control box and open it. (The black valves are the ones you have to turn the gray ones can stay still). Once you have set the water pressure to go to the third valve go to the fountain and talk to the dancing women. You will then find that you can talk to the reflection, do so and go to the next level.

Level 4 (Circus World):

Talk to mister Baldini to get the Squid Squash pass since you have no money. Go to the big top and talk to everyone. You will find that Inferno needs fuel to teach you how to breathe fire. (Acquire this from the tattoo mans trailer). You will find that Lefty the juggler has not had a challenge in while. (Which you will have to win at the game of knock down, in which you have to get tickets from the Squid Squash game first,) to get a pin. Use the pin on lefty and he will through you a ball and thanks you, that ball will be used later. Once you win tickets from the Squid Squash game. Then go behind the game and you'll come across a small settlement, talk to the people and get the oilcan. After Sara talks to the people in the settlement and Goes to the tattoo trailer go back to the big top and talk to Meano Geano the strong man. He will put a tattoo on his arm for inferno. Talk to Inferno and go to the tattoo trailer to get the needle off of the table while the tattoo guy is busy working on Geano's arm. Win at least ten ticket so that Sara can enter the Freak Beach and the funhouse (five tickets a piece.) If at any time you do not have any tickets, there will always be a ticket laying on the map somewhere. (This is only if there is no tickets in the inventory). Go to the Freak Beach and talk to the Dog Boy. Use the needle on his cage so that he can escape. Leave the Freak Beach and oil the lever to the carousal. Get on the carousal so that it turns which will now allow Sara to get across the water to get to the funhouse. Once Sara is across she will see she is not tall enough to get into the funhouse. Use the ball on the clown and he will have his nose and be happy. The clowns arm will lower which will allow Sara to get through after using five tickets. During the adventure through the funhouse Sara will receive the mirror shard which will be used in the combat zone. Go to the gypsy's tent that is up the stairs and she will teleport Sara back to the big top. Go to The settlement behind the Squid Squash game and Dog Boy will have made a hole, jump down.

Level 4 (Combat Zone):

When you first enter the cave, use the mirror shard on the ray of light. This will cause a fire. Use the Baton on the fire, then Sarah will travel into the water. Once in the water, take the path towards the top, kill the three tentacles that attack you. Once the squid comes up at the end of the level, you just have to manuever yourself close enough to the monster so that you can hit him. Hit him 5 or 6 times and the monster dies.

Level 4 (Mansion):

Go up the stairs from the basement. Then travel up the stairs to the upstairs. Go to the master bedroom and get the brass key from the dresser. Go downstairs and use the brass key on the clock and turn the time to six o'clock and right click. The study door will open. Go in and retrieve the silver key from the end table and the video tape from the book shelf. Go upstairs to the living room and use the movie in the VCR. This cinematic will show where the key is in the attic. Use the silver key on the door up to the attic in the top left corner of the upstairs. Go up to the attic and click on the stuffed animal to receive a key. Drag the trampoline to the middle of the room. Click on it to jump over the boxes, then use the keys on the trunk to get the stuffed animal. Climb over the boxes by clicking on them. Go down the stairs and follow the ghost to Sara's room, use the doll on Sara.

Level 5 ( Asylum Roof Top)

Go to the tower to the right side of the level. Go inside and click on the painting on the wall, it will fall after the cinematic and uncover a pipe valve. Go the upper left of the level and there is a spot to put the pipe valve in the railing. Click on it to turn it. Click on the machine to bring up the blow up puzzle. The easiest way to solve this puzzle is to turn the apparatus so that it points north, east, and west and the south one is missing. Turn the valve counter clock-wise and pull the lever with every turn and the ball will release after about seven clicks. Go to the center building. Click on the tape recorder on the desk. You will find that there are answers on the chalkboards. When reading the chalkboards it can be noticed that the cursors change over top of the first letters in each sentence to the hand icon. Click on the letters to bring them to the bottom of the chalkboards. And unscramble them: #1 chalkboard- Salvation

#2 chalkboard- Youth The

#3 chalkboard- Hides To Key

Once you go to the voice box in front of the door the must be unscrambled again:

Youth Hides The Key To Salvation.

Then click on the door. Leave the Freak Beach and oil the lever to the carousal. Get on the carousal so that it turns which will now allow Sara to get across the water to get to the funhouse. Once Sara is across she will see she is not tall enough to get into the funhouse. Use the ball on the clown and he will have his nose and be happy. The clowns arm will lower which will allow Sara to get through after using five tickets. During the adventure through the funhouse Sara will receive the mirror shard which will be used in the combat zone.

Level 6 (The Hive)

When Grimwald tries to walk out of the alcove, there will be an energy field that will stop his entrance to the rest of the level. To get through you must grab the gem from the insects' back that you just destroyed. Head south, hit the small mechanical device that is on the wall to the right of the screen, nothing will happen right now but the trigger must be set. Go to the first hut to the left. Press the yellow button to get in. Once in talk to Chik-tok the cybernetic technician, and Gravin who will give you the orders to go to his chambers. Grab the insect pincher from the wall. Exit the hut and head towards the lower right. Got o the right most hut, the smaller of the two, with the orange button. Press the button and Grimwald will speak the code that Gravin gave him to get in. Once inside the pod take the sledgehammer. Take Gravin's tools. And click on the crystals to receive the cinematic. Exit the hut and travel to the middle, once at the crossroads in the middle head to the upper right to the pod with the furnace. Click on the yellow button to enter. Once you enter talk to the insect operating the furnace. Examine the large pipe coming out of the furnace, you will relize that it has just recently been fixed. Use the sledgehammer on the pipe. Then use/operate the billows to the furnace. This will kill the operator and leave one of his limbs. Take the limb. Click on the bug on the pedestal where the furnace operator was. Go to the blow up puzzle.

* 1,2,3 are the buttons to push for the shapes to appear, different combinations will make different shapes.

* Y, Z are the buttons to accept the shpes as an answer. Y is for the shapes away from the puzzle and Z are the shapes towards the puzzle.

* X, W Are the dials to turn to change the color in the lenses to get more combinations, there are four combinations per color, two on the Y, and two on the Z.

* A, B, C, D, E, F are where the shapes are located that you are trying to match there is a top row that is Y, and a bottom row that is Z.

Red Blue Green

1,2=b/z 1,2=e/y 1,2=b/y

2,3=f/z 1,2=e/z 1,3=d/y

2,3=f/y 2,3=c/y 1,3=d/z

1,3=a/y 1,3=a/z 2,3=c/z

Exit the furnace room and Head towards the Gravins pod, He will tell you the authorization code you need to give to the cyber technician, Chik-tok to get the upgrade. Head towards the cyber technicians' pod and talk to him. Go towards the scanning unit to the left of the room, and use the furnace operators limb on the scanning unit when the technician tells you to stick your limb in the scanning device. Now head back to that small mechanical device on the wall that you clicked on near the beginning of the level, the one that did not do anything, and click on it. Now that you have the ID harness the action will work this time. Enter the pod and talk to Gritza the NPC that is standing there when you first enter the pod. Use the insect pincher on the 4th baby bottle on the wall from where you enter, it is the only one you can really reach. Exit the pod and head towards Gravin's pod again. Use the baby bottle on Gravin for proof that Gromna is behind something. He will take you to Gromna's pod and give you the code needed to get into it. Once inside the pod, head towards the bed and click on the pillow. Under the pillow will be a key, use the key on the safes to the left of the bed. When the safes are open it will reveal a strange mechanical device, take this object from the safe. Exit the pod and head back to the pod with all of the babies on the wall, Use the strange mechanical device on the far wall to the right. Once you enter the new part of the level, talk to the NPC, then go to the door to the left, the door is covered in vines and you need to solve the blowup puzzle first. The combination is 5,2,2,4,1,3 Then the door opens. Go up the elevator and to the second floor. Talk to the NPC. Use Gravin's tools on the machine besides the NPC. Take the piece of machinery that you get and take it down to Gravin at the great machine. When you get there you will notice that the bridge is out. But Grimwald will throw Gravin the piece of machinery, you will find that you need one more piece. Go back up to the top of the level. Go up the elevator and instead of going towards the NPC and the machine, go the other way towards the left alcove. Examine the corner, there is a rope and climb up the rope. Once on the upper level, examine the mechanized thing on the bugs back. And grab it. There will then be an OSC that will finish off the level.

Level 7 ( The Morgue )

Talk to the lady in the body bag and travel to the freezer door. Once at the blowup puzzle: Turn the wheel in the top right hand corner 3 times. Once the gear (the one that is located to the south east of the wheel you are turning) moves to the top hit the lever below the wheel to the left. Repeat this action three times until the gear lines up with the top hinge to the left. Now turn the wheel in the top left 3 times but now hit the lever to the right. Repeat this process three times until the bottom gear lines up with the bottom hinge. Now turn the big wheel in the middle and the puzzle is finished. Exit the room and go to the room in the right lower corner of the screen. Pick up the urn on the filing cabinet to Max's right as soon as he enters the screen. Pick up the book of matches on the desk. Pick up the statue from the desk. You could read the papers that are spread across the toppled bookshelf. Use the statue on the cracks on the wall behind the fallen bookshelf, repeat this two more times to open a hole to go outside. Grab the pipe U joint from outside and turn the valve that is going into the building to turn on gas. Go back inside. Exit the room and head to the upper right corner the furnace room. Examine the tool box in the upper right of the room, you will find a monkey wrench. Exit the room and go to the middle room with the two pipes near the doorway. Use the wrench on the pipes. Now use the pipe U joint on the pipes. Go back to the furnace room to the upper right on the right side of the furnace with the 3 levers. Now you can open the furnace door. Go back to the morgue part of the level where you first started in the lower left corner of the screen. Clock on the top door towards the freezer door-there will be an NPC. Talk to the NPC He'll tell you most importantly about the scratches that he has been hearing. Go towards the left of the screen and the second drawer in on the bottom, open it, and then examine it to find scratches on the walls. Talk to the NPC again and he'll tell you about the mans glass eye. Exit the room and head towards the furnace room. Examine the body bag in the middle. Grab the body and put it in the open furnace. Open the door to the furnace back up and grab the glass eye from the table, also use the urn on the table to fill the urn with ashes. Exit the room and head back to the Morgue room. Use the matches on the drawer with the scratches all through it. You can move the eyeball around through this blowup screen to decipher a code so that you may talk to the tree. Exit the room and travel outside to the upper left. There are some grave stones to the south of the doorway to go outside. Examine the broken grave, then use the ashes on the grave to reveal the name Starke. Travel to the north of the outside and talk to the tree that moves. Tell him the name of his creator to have him move. Now grab the gem from the statue. Use the gem on the ray of light that is beside the Aztec styled building. This will trigger an action to open the door. Enter the building and Dr. Morgan will disappear by a machine. You can read some papers that are on the desk. Examine the round machine that Dr. Morgan disappeared by and go to the blowup puzzle. Start from the back and hit the lower button 19 times. Next down button to the left hit 20 times. Next down button to the left hit 15 times. Next down button to the left hit 7 times. And the last down button hit 7 times.

Level 8 (Aztec World)

After you are formed in the underground level, talk to the lady and exit using the stairs. Travel around the entire level talking to all of the spirits, there are 6 of them. You must speak to all of them, it is part of a puzzle. One is sort of hidden in the middle of water. Go towards Quetzlequattle, to the far left of the screen, go to the halfway point up the stairs and talk to him. You will notice to Olmecs right there is a statue stopping the flow of lava. Have Olmec click on the statue to move the statue to let the lava flow. Now go down the stairs and head towards the temple of water, the middle of the top of the screen. Talk to the spirit. You will notice that there is a hardened lava bridge in the direction to the water temple. When you talk to the old fisherman, by the big totem pole, he will give you a quest. You must go and talk to the old stone mason that has been appointed new chieftain. He is in the village inside one of the huts repairing the wall. He will return the necklace to the fisherman's wife for you. Once you return to the fisherman and tell him that the necklace was delivered he will let you pass by the totem. Once he moves push on the totem and go across to the temple of wind. Travel up the stairs and push the boulders out of the way to enter the temple. Once inside you will find the mason's daughter, and you will appear in the mason's company after the cinematic. Now travel to the lower left corner of the map to talk to the witch doctor. Travel back to the stone mason to get the information of the rite of the warrior. On your way into the building grab the copper bowl on the ground. Talk to the mason about the rite of the warrior. You must say the names of the fallen warriors from youngest to oldest.

Xilonen
Ometoch
Tepictoc
Centeal
Huitzilop
Mixcoatle

Once you receive the rite of the warrior head towards the tree that is surrounded by lava to the upper left of the game screen. Click on the pod of might. Return to the witch doctor once you have the pod of might in your inventory. He will run off, there will be a cinematic sequence of the good doctor sacrificing himself. Talk to him after his sacrifice. Use the copper bowl on his blood. Go to the witch doctors hut and grab the heart. Go back to the village and talk to all of the people in the huts, after talking to the little girl, she will tell you about a mask, talk to the mason again to find out more about the mask. Go up the stairs to the temple of the jaguar. Use the blood on the left offering bowl at the doorway. Use the heart on the right offering bowl at the doorway. Once inside you must solve a puzzle that is on screen. You must turn the symbols to the symbols to match the order going up the steps to the temple. Then take the statue from the base. Go to the wind temple and solve the gong puzzle. Hit the gongs from biggest to smallest. Grab the statue from the base. Go to the temple of water. You can not get into the door, there is a blowup puzzle that has to be solved first. You get to the puzzle by clicking on the wall towards the lava bridge. To get the clue to the puzzle you must talk to the fisherman and the fisherman's wife. The solution is Eye/ Spear/ Water/ Fish/ Basket/ and Warrior. Once you solve the puzzle you can now open the door to get in. when you enter the temple there is a fish there, you can also examine the grate in the floor, and there is something shiny below. Solve the blow up puzzle again and when you enter the building again the statue will be there for the temple of water. Now that you have all of the statues go to the middle where the statue blew up and place down the three statues. The floor will fall through, now jump down to the level 8 combat zone.

Level 8 Combat Zone ( Aztec Maze )

First of all a note that if you run into any of the pink electrical things that you will be sent back to the starting point of the level. Head south to the corner piece, go to the left and down the first set of stairs. Head right a couple steps and down the stairs. Go left to the corner piece, then north and take the first right. Keep that direction until you come to a corner piece, then head north up the stairs. Once up the stairs there is a device with three yellow buttons and a blue button. Hit the first and third button then the blue button. This will raise a bridge. Now continue to head north and go up the stairs to the left. You'll have to time the three energy waves between the statues, but once through that take the long set of stairs to the south. Head towards the area with the bridge that you extended. Once there hit the statue there at the top of the stairs, its one arm is a lever, this will clear a path for you in the north left corner. Head to the left across the bridge, you will be where you first started, continue left until you get to the first set of stairs going to the south. Go down the double set of stairs and head north under the underpass and click on the lever that will be revealed on the wall. Go up the stairs and head north a couple steps then down the set of stairs. There will be a lever on the south of the pathway, this lever must be pulled to keep the gate open so that Olmec can get through the tower. Once you get to the big head with fire in the eyes, go inside the mouth and grab the mask. This will be the end of the level and reveal a cinematic.

Level 9 (Last Level)

First of all a note; that you can change forms in this level by clicking for your inventory, and clicking on the item that you need for that particular form, The doll for Sarah, The comic for Grimwald, and the Aztec statue for Olmec. Head across the bridge, turns into Olmec to step on the thorns so you can go to the twelve pumpkins that are on pikes. The pumpkins will go off in an order when you approach them, the order goes 5,3,4,1,2,6 Pick up the skull left over by the kids. Go to the graves just outside the pumpkin area and find Jeddah's grave. When Jeddah's ghost appears then use the skull on it. The coffin will come out of the ground, When it does turn to Grimwald and take the top off, inside the coffin will be the head to the angle statue, take it and add it to your inventory. Turn into Olmec again so that you can go down the cactus bridge, when you get to the base of it turn into Grimwald and click on the test of strength puzzle. Go to the clown and turn into Olmec so that the fire will not effect you. Click to the teeth in order of 1,4,3,2 When the puzzle is solved the nose will spring out. Turn into Sarah to climb up the nose and out the ear. Grab the statue wing and go back through the ear. Head to the far right to go to the hive portion of the level. Turn into Grimwald and click on the generator in the right of the room. This will free the strange mechanical device from the energy field and Grimwald will automatically put it onto the floor. This will reveal a grate in the floor. There are honeycombs in the left side of the room, in one there is an insect pincher that will go into your inventory for later use. Return back to the grate in the floor and remove it with Grimwald. Turn into Sarah and head through the hole. When Sarah reappears on the outside of the hive turn into Olmec to travel up the thorn walkway and go onto the roof of the hive, cut the cable holding the angel torso on it. Return down to the pipe and turn into Sarah to travel back inside, and grab the torso. Head out the hive and head north, if you are still Sarah then you can travel across the spider webs. Now turn into Olmec and solve the foot stomp puzzle to allow you to move the large head by destroying the statue in the middle. To solve the puzzle hit the 2nd, 5th, 3rd, 1st, and the 4th from the left. And the statue in the middle will explode. Turn into Grimwald and push the big head onto the other pressure plate to bring up the crystallized wing. Now click on the 6 warriors on the pikes and when that is done, the crystal will shatter. Grab the wing from the pedestal and head to the middle asylum room. (you'll have to turn into Sarah again to get across the web again). Once you go down the stairs and to the base of the statue and place the torso, the two wings, and then the head. The gate will open up, travel up the stairs and through the gate. Shadow Max Level. The easiest way to get through the puzzle is to use this nine step sequence, but you must follow each step as soon as the level comes up, and when the Black walk area shifts, you must quickly go to the next step. First head towards the Olmec statue. Go to the O square. Then to the W square. Then to the K square to break the orb on the statue. Now head towards the Grimwall statue. Go to the W square. Then to the M square. Then to the A square to break the orb on the statue. Now finally to the Sarah statue. Go to the Q square. Then to the Y square. Then to the U square and break the orb on the statue. NOTE: The picture listed below is not completely accurate with regards to the final game screen. The statues holding globes are not in the correct order as described above; however, the directions to solve the puzzle are accurate. Follow the square order as listed to solve the final level.

Congratulations the game is over.