The game begins with the events of Riddle School 4 being a dream, and Phil awakens to find himself aboard an alien spaceship.

Click under the bed to find an alien coin.

Take it, then exit out.

Click the vent in the corner of the room.

Click the coin in your inventory, then use it on all 3 of the screws to remove them. Click the screws to pick them up, then click the vent cover to remove it. Go through it.

Click the arrow at the top of the ramp.

Enter Room #1831.

All of your friends are deep in sleep, protected by some form of electrical forcefield that prevents you from waking them.

On the right hand wall is a hidden door. Click it; you'll crawl through a large metal fish and take a steak.

Back in the cell, leave the room and go left.

Enter the Flower Room.

Click the tray on the table to take it, then use it on the soil to collect some dirt.

Pick up the potted plant, then leave and go left.

Enter Room 7272.

Take the keycard, then return to the main room and go right.

Go through the door at the top of the ramp.

Go right twice.

Enter Room #6553.

Click under the bed to find another screw. Take it.

On the wall are two notes, explaining that the monster in the main hall needs feeding, and is only attracted to the smell of live meat. This will prove useful in a moment.

Exit the room and go left.

Enter the Life: Transferring Station Room.

Combine the meat with the tray of dirt, then place it on the "Dead Animal Goes Here" side of the machine. Next, place the potted plant on the "Living Thing" side.

Click the power panel in the middle of the device.

Place all 4 screws into the colored slots to power on the machine.

With everything in place, click the green arrow in the middle of the machine to begin transferring the plant's life into the meat.

Take the now: living steak, then return to the main room.

Click the tile device.

You now need to solve a Lights Out: style puzzle, by turning on: and: off the various buttons to create the numbers seen at the bottom of the screeen: 4701. Clicking a button will not only change that button, but also any adjacent button as well.

Treating the buttons as if they were numbered, press 8: 6: 3, then 3: 7, then 2: 4: 5, then finally 7 to complete all of the number patterns.

Once solved, exit out of the machine.

Click the statue; Phil will then be encased by a green invisibility field.

Next, use the keycard on the card reader outside Room #9417 to open the door. Enter.

Back in your cell, use the live meat with the vent; the smell will begin wafting towards the monster.

Leave the cell and press the button on the statue to turn invisible; the monster will then rush by you and into the cell. Use the keycard on the scanner to lock the door, trapping him.

Go right twice.

During the cutscene, Phil learns that to free his friends, he must enter their dreams and kill them.

In the room with the chair, click the number pad on the left arm.

You now need to enter a Subject ID number to enter your friend's dream, as seen outside each of the cell doors.

Zack is #6553.

Smiley is #1831.

Phred is #7272.

They can be completed in any order, but chronologically, start with Zack. Enter 6553 to enter his dream.

In a call back to the puzzle from Riddle School 2, pick up all 4 quarters, then click Phred to receive his whistle.

Click the whistle to blow it, then click Zack to kill him.

Next, enter 1831 into the keypad to enter Smiley's dream.

Identical to the opening puzzle in Riddle School 3, click the ruler on the desk, then click the globe twice to spin it, revealing some gum.

Combine the ruler and gum, then use it on the airvent to retrieve an elastic band.

Use the elastic band on the teacher to knock his glasses off, then click Smiley. After she moves near the globe, click Smiley to kill her.

Finally, enter 7272 to enter Pred's dream; a recreation of the classroom from Riddle School 4, in which Phil was killed by his teacher.

The note in the corner of the room reveals that Mr. Munch only knows that Phil is bald and wears green; you need to trick Munch into killing Phred instead.

Click Phred and choose "Would you like to wear my sweatshirt?". Phred thinks the room is too warm, so choose "I'll stop talking now."

Click the thermostat on the wall to lower the temperature, then click Phred and ask "Would you like to wear my sweatshirt?" again.

When class starts, click anything in the room to kill Phred, ending the dream.

With all 3 of your friends killed, they'll now be awake in their cells. Visit each of them and click them; they'll each use an escape pod to leave the ship.

Return to the right: side main room, and go through the door at the back to find the escape pod room.

Click the pod to leave the ship.

During the cutscene, Phil is captured along with Zack, Smiley and Phred, and the Earth is about to be destroyed.

When you regain control, click the tile puzzle on the left.

Similar to the first Lights Out puzzle, you need to change the lights to re: create the numbers 4701. However, this time, instead of an adjacent tile, clicking a button will change any diagonal tile as well.

As before, treating the buttons as if they were numbered from 1: 0, click 6: 7: 2, then 2: 4: 1: 5: 9, then 3: 4: 6, and finally 2: 7: 8.

Tile puzzle solved, two statues on either side of the room will now be active; click the left one to begin walking on the ceiling.

Observe the circular pattern on the wall on the left, then click the light screen.

You need to click the buttons to re: create the pattern seen on the wall. However, Phil is currently upside down, so you must also enter the pattern upside down, like so:Once done, push the confirm button on the right. If done correctly, a panel will close over the buttons, and a ceramic mug will be shot across the room, breaking.

Click the red button by the main window to return to the floor.

Click the toothpaste near the sink on the right. then use it on the broken mug.

Drag the 3 mug pieces into place to repair it.

Next, click the code desk on the left side of the room.

Push the buttons the same number of times as they are labelled; the first button once, the second button 4 times, the third button 3 times, the fourth button 5 times, and the fifth button twice.

A key will appear. Take it, then exit from the machine.

Click the sink/vanity area on the right.

Use the coin on the screwheads, then click the faucet to remove it. Exit out from the sink.

Combine the mug with the faucet, then use it on the lava to fill the cup.

Click the statue on the right to go up to the ceiling, then use the cup of lava on the wooden board to melt it, revealing an access panel. Click it.

Use the key on the panel, then exit out. A floor will then extend over the lava, allowing you to now cross it.

Click the red button by the window to return to the floor, then click the ship's wheel to end the game.