Klaymen must shoot Bil with the cannon to prevent him from damaging the Neverhood while he is still on Klogg's side and to enable himself to enter Bil. In order to do that, Bil must be lured to the window of his hole with his Teddy Bear, which is hanging from an arm. The arm must be rotated so that the bear is positioned behind Bil's window.
The Memory is found in Gourd in the red room. It is an ordinary memory game consisting of 48 fields with ten different symbols. When two same symbols are found, they remain open, but as soon as player selects two different fields, all fields on the panel are closed.
It is advisable to draw a map of the field when solving.
Rotating the Arm Edit
The box at Bil's hole contains a model of the arm and three symbols from the Memory. Use the arrow keys to input the correct number of occurrences for each of the three symbols on the memory game panel (the value is displayed on a dice).
When done, press the yellow button. If the numbers of occurrences are correct, the bear will be moved to the window and Bil will move to get a closer look at it. Now everything is ready to lift the cannon and shoot Bil.
After Klaymen climbs into Bil and switches him back to "Good", Bil proves to be able to rotate the arm himself. It is unclear why he hadn't take the Teddy Bear down before, unless the "Bad" setting prevented him from doing so.