The Max Payne 2: The Fall of Max Payne wiki last edited by concreteclam on 05/23/14 10:24PM View full history


Max Payne reloading after killing an enemy.

Max Payne 2 is a third-person shooter like its predecessor. It was the first series to incorporate slow motion bullet time into the gameplay. With a tap of the button, time slows down for Max's enemies while his reaction abilities remain the same. Max can also leap in any direction in slow motion whilst firing his guns, which is called a shoot dodge. Entering bullet time drains the hour glass meter but, unlike the first game, the meter regenerates on its own given enough time. Dubbed 'Bullet Time 2.0', the meter no longer drains while shoot dodging and killing several enemies in quick succession is rewarded with a bullet time reload involving Max ducking while the camera spins around him.


Max Payne 2 is a mature film noir love story. It deals with themes like love, depression and choices. Following the story of the first game, Max is now a detective for the NYPD, having been cleared of the charges he faced thanks to Alfred Woden. He is still suffering from depression over his wife and daughter's murder and has turned to alcohol. When investigating a shots fired call, he runs into a gang of heavily armed men disguised as cleaners. Along the way, he runs into Mona Sax, but she disappears before he can get to her. The cleaners escape the scene. Mona later comes to Max's apartment to tell him someone wants them both dead, shortly after which a sniper tries to kill them. Mona runs off on her own and Max fights the cleaners in his apartment building. They blow up his apartment.

This time, Max approaches Mona in a run-down amusement park, which she has made her home. She tells him about a possible lead, a member of the Inner Circle, a group of powerful men. However, by the time they arrive he is already dead and the cleaners are all over the building. When the police arrive, they arrest Mona. Back at the precinct, the cleaners have assaulted the building trying to kill Mona. Max manages to follow them in one of their own vans and they arrive at a construction site, where Mona soon joins him. The cleaners have a huge arsenal of weapons hidden on the site. Winterson, another detective, confronts Max and threatens to shoot Mona. Max shoots her first, but she manages to shoot Max when she is on the ground.

Max Payne 2's story is mostly told through graphic novel vignettes.

Max wakes up in the hospital and finds Winterson dead. The cleaners, this time without their disguises, try to kill him once more. Max escapes the hospital and returns to the amusement park, only to find his enemies waiting for him there. He is confronted by Vlad, an old friend, who turns out to be the leader of the cleaners. Vlad shoots Max and blows up the amusement park. Mona makes her way through the burning park and arrives just in time to rescue Max, who survived the shot.

They find out Vlad is after all members of the Inner Circle so he can take control of the group and seize power. At Alfred Woden's mansion, Mona reveals she was working for him all along and was hired to kill Max, but she couldn't do it. However, Vlad appears and shoots her, before setting off charges in the building and killing Woden. Max resolves to end this once and for all and sets out to kill Vlad. He chases him through the mansion, dispatching his henchmen along the way, and confronts him on the roof over a skylight. Vlad has the high ground and throws molotov cocktails at Max, but Max manages to shoot out the platform he is standing on and Vlad falls to his death, burning because of his own molotovs.

Max returns to Mona just in time to hear her last words: "God, I turned out to be such a damsel in distress." He kisses her, and she dies, but Max has put the demons of his past to rest. If playing the game under Dead on Arrival difficulty, Mona lives in an alternate ending.


Max Payne

Max and Mona

Having walked free after the events of the first game due to the influence of Alfred Woden, Max is once again back on the force as a detective for the NYPD. Still haunted by his inner demons and unable to forget losing his wife and daughter, he is thrust once again into the criminal underworld. Max remains introverted and deeply thoughtful about the events that unfold in the second game, constantly expressing his situation and feelings with clever and complex metaphors. The actual in game character is different from the one seen in the first game. In the original Max Payne, the 3D model was based off Sam Lake, while in the sequel the developers were able to hire professional actors, choosing Timothy Gibbs to be the new model for Max.

Mona Sax

A killer who used to work for the mob, presumably killed in the previous game. She resurfaces, hired to kill Vladimir Lem by Alfred Woden. However, Vladimir Lem has sent his "cleaners" after her. She develops a relationship with Max, as they both lived through the events of the first game. She is a suspect in the murder of a senator. She may or may not have a bullet lodged somewhere in her body. She revealed she was also instructed to kill Max. During the latter stages of the game Mona becomes a playable character and portions of the story told from Max's perspective are revisited from the point of view of Mona.

Vladimir Lem

A one-time Russian mob boss who has allegedly cleaned up his act and started a legitimate business, Club Vodka, a restaurant. In truth he is plotting to wipe out the competing Italian gang and the Inner Circle so he can take it over and control the city's underworld. Tries to have Max and Mona killed and controls the gang of hitmen disguised as cleaners. By the resolution of the game Vlad is revealed to be the power hungry former protege of Alfred Woden.

Vinnie Gognitti

Leader of the Italian mafia, rival to Vlad's own gang. A fan and collector of Captain Baseball Bat Boy memorabilia. First seen in the previous game, where Max left him wounded in an alley. He was killed by Vlad while wearing a Captain Baseball Bat Boy suit with a bomb in it which Vlad detonated.

Alfred Woden

The last remaining member of the Inner Circle, Alfred Woden has ties to the murdered senator and other influential people. He hired Mona to kill Max, Vladimir and anyone else tied to the Inner Circle in order to preserve his power base.

Detective Valerie Winterson

Single mother to a blind child and Vladimir's mistress, which is how she was constantly one step ahead of the police. She agreed to kill Max and Mona for Vlad, but was shot by Max and died in the hospital. Valerie at times acts as a foil for Max's character; she is rational and does things by the book, qualities that Max admires but ultimately create conflict between the two detectives.

Lieutenant Jim Bravura

Max's commanding officer who arrested him at the end of the first game. A former alcoholic. He assigns Max to a desk job because he aided Mona, a fugitive. Jim attempts to empathize with Max's emotional and mental state by encouraging him to attend AA meetings. He gets shot in the hospital as Vlad's men try to kill Max, but survives the attack.


The real life actors posing

The game carries the moniker 'A Film Noir Love Story' and it is suitably set up to deliver these codes and conventions. Visually the game is gritty and dark, featuring many low key lit locations that allow the extensive use of shadows. The in-game graphic novels are also a perfect example of conventional film noir visuals. Max's face is frequently covered in shadows during the graphic novels helping externalize his deeply troubled feelings.

Structurally, the game also plays to film noir conventions. For example, the game begins in media res and makes extensive use of flashbacks and internalization (Max's dreams). The story also features many plot twists and conspiracies, also a staple of film noir.

As for character types, the game suitably fulfills these as well. Max Payne is a brooding detective whose monologues are deep and thought provoking, while Mona Sax is the stock femme fatale who acts as Max's love interest but also provides further twists to the complex story.

When you beat the game, the song in the background is called "Late Goodbye" by Poets of the Fall.

Story Chapters

Part I: The Darkness Inside

  1. Elevator Doors
  2. A Criminal Mastermind
  3. The Depths of My Brain
  4. No "Us" in This
  5. A Sign of Her Passage
  6. A Linear Sequence of Scares
  7. The Million Dollar Question

Part II: A Binary Choice

  1. The Things That I Want
  2. In the Middle of Something
  3. Blowing Up
  4. Routing Her Synapses
  5. Out of the Window
  6. The Genius of the Hole

Part III: Waking Up from the American Dream

  1. Too Stubborn to Die
  2. On a Crash Course
  3. A Mob-War
  4. Dearest of All My Friends
  5. A Losing Game
  6. There Are No Happy Endings
  7. Love Hurts
  8. That Old Familiar Feeling

Modes and Features

As well as the standard story mode, the game also has a new mode and a new feature.


Located in the main menu, this mode recaps the story from the original Max Payne using a series of graphic novels.

Jump to Chapter

After completing the game, the player can start a new game and choose any chapter from the story mode.

Dead Man Walking

This mode places the player in an enclosed space surrounded by enemy spawn points. The aim of this mode is to stay alive as long as possible while killing the waves of enemies that continuously appear. The mode starts out with a single enemy and further enemies are introduced, escalating in difficulty.

New York Minute

The speed-run mode. The aim here is to complete each chapter in the fastest possible time. Each chapter starts with a timer that counts upward; killing enemies reduces the time as does using bullet time. This mode is a revamp of the New York Minute mode in the original Max Payne where players had to complete a level before the timer ran down.


9mm Pistol

A simple handgun which is very reliable. It has 16 rounds and a medium rate of fire. It works well in most situations and, if dual-wielded, can be very effective in dispatching most enemies standing in Max's way.

Desert Eagle

Mona Sax shooting dual desert eagles.

A more powerful handgun. It has fewer rounds than the 9mm at 10 and also has a slow rate of fire. The advantage of the gun is that it is more powerful than the 9mm and, when dual-wielded, can clear out a room very quickly.


A good gun for most situations. Has a very high rate of fire and large clip size of 30. It also has a scope, which makes it more useful for long-range targets. With bullet time enabled, the MP5 can become a low-class sniper rifle with its faster rate of fire.


The Ingram is the fastest weapon in the game with a phenomenal rate of fire and huge clip size of 32. The downside is that the gun is very inaccurate and is not good for precision aiming. The gun is most useful in clearing out rooms and with bullet time enabled you can aim more easily.

Pump-Action Shotgun

The most basic shotgun in the game. It has a clip size of 7 and a medium firing rate. The gun is most effective at close range and against enemies who are grouped together.


A very powerful weapon. It has a fast rate of fire and a relatively large clip size of 10. The gun also has a large spread which again makes it useful against packs of enemies.

Sawed-off Shotgun

The sawed-off is a quick burst of power. It has small clip size of 2, but a fast rate of fire and reload time. It is best used while taking heat from a group of enemies and you need a quick breather. Use this to blast them away and get to some cover.


As simple as the name suggests. Grenades can cause havoc in groups of enemies or, if you're really cruel, a poor man on his own.

Molotov Cocktail

Another explosive weapon. This weapon can cause a good fire and is useful when taking fire behind some cover. Just toss this over your head and watch the enemies sizzle.

Sniper Rifle

Max with a Sniper Rifle

A basic sniper rifle. It can hold 5 rounds at once and has a slow firing rate. Best used from long range and can cause a kill in a single shot.


A more advanced sniper rifle. Has a larger clip size than the basic sniper at 10. Only really useful in long range situations but again can get you one shot kills.

M4 Carbine

A nice powerful assault rifle. Fires quickly and can hold 30 rounds. Not much ammo for the gun in the game so it is best used sparingly. Can get a one shot kill to the head.


Similar to the M4 but with more ammo available. Has a clip size of 30 and a fast rate of fire. Useful in almost every situation in the game and packs a reasonable punch.

PC System Requirements

As displayed on the box*Supported Operating Systems are:

  • Windows 98 ( and Windows 98 Second Edition).
  • Windows Millennium.
  • Windows 2000 Professional (Workstation, Service Pack 3 required).
  • Windows XP (Home and Professional, Service Pack 1 required).

Generic Requirements

  • 1.7GB Hard Drive space
  • Windows 98 / ME / 2000 / XP.
  • DirectX 9.0.
  • Mouse and Keyboard.

Minimum System Requirements

  • CPU (Processor): 1GHz Pentium 3 / Athlon or 1.2GHz Celeron or Duron processor.
  • RAM: 256MB.
  • GPU (Video Card): 32MB DirectX 9 compatible AGP graphics card with hardware transform and lighting support.

Recommended System Requirements

  • CPU (Processor): 1.4GHz Athlon or 1.7GHz Pentium 4, Celeron or Duron processor.
  • RAM: 512MB.
  • GPU (Video Card): 64MB DirectX 9 compatible AGP graphics card with hardware transform and lighting support.

Xbox Originals

On April 27, 2009, Max Payne 2: The Fall of Max Payne became available on the Xbox 360's Xbox Originals service for 1200 Microsoft Points.

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