The game begins with a Twilight Zone-style narrator who tells to the audience that Sam & Max have come to learn of the "Toys of Power"- seemingly harmless toys that Max is able to use to perform various psychic abilities, such as teleportation and precognition. They first use the toys to stop the alien General Skun-ka'pe from destroying the city, who has come to Earth to seek out the Toys himself, and banish him back to the Penal Zone- an interdimensional prison that he escaped previously to the episode. During this mission, the Freelance Police encounter a cult of Mole Men who have been watching over a mysterious artifact called the Devil's Toybox that has been sitting in the basement of Sam and Max's office for quite some time. By watching some dusty film reels, they learn that their great-grandparents, Sameth and Maximus, were chosen by the cryptic Mr. Papierwaite to retrieve the Toybox from the Tomb of Sammun-Mak, an ancient Pharaoh. However, when they successfully recovered it, Papierwaite attempted to use Maximus' psychic powers and the Toybox to summon the Elder God, Yog-Soggoth, and bring about the end of the world. Sameth and Maximus managed to stop Mr. Papierwaite by tricking him into saying the summoning words himself and then tasked the Mole Men of the time with watching the Toybox in the basement under their office building (they were supposed to help, too, but were unintentionally killed by a protection spell).