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    Max Payne 3

    Game » consists of 12 releases. Released May 15, 2012

    The long-awaited third Max Payne game finally arrived in May 2012, courtesy of Rockstar Vancouver. Eight years after the end of Max Payne 2, an aging, burnt-out Max finds one last chance to redeem himself while working as a bodyguard for a rich family in Brazil.

    Short summary describing this game.

    Max Payne 3 last edited by MelodicVirus on 11/30/22 06:04PM View full history


    The possibility of a Max Payne 3 was first hinted at in the closing moments of Max Payne 2: The Fall of Max Payne with the words "Max's Journey into the Night Will Continue." Originally announced for release in 2009, the game was postponed several times before finally being released, first on consoles in North America on the 15th of May, 2012, and finally making it over to PC on the 1st of June, with releases in other areas coming slightly afterwards.

    Left: Timothy Gibbs. Right: The new Max Payne.
    Left: Timothy Gibbs. Right: The new Max Payne.

    Rockstar's Vancouver studio was the lead developer, breaking the series away from its previous developer, Remedy Entertainment. Since its announcement, the game appeared to have undergone some significant stylistic changes. Early screenshots depicted Max as an older, bald man, although subsequently released screenshots showed Max with hair; while initially this was thought to be the result of the aforementioned stylistic changes, this is explained in the story arc of the game.

    Max Payne is no longer a police officer in this new sequel. Set eight years after the previous game, Max is still addicted to booze and painkillers. Without the badge weighing him down, Payne leaves New York for São Paulo, Brazil, at the urging of a former police academy classmate, Raul Passos, and gets into the private security industry. At the game's outset, he is protecting a wealthy real estate man named Rodrigo Branco and his family. However, things drift from bad to worse as he gets double-crossed in the new city.

    While Max still has the face and general features of actor Timothy Gibbs as he did in Max Payne 2: The Fall of Max Payne, the new developers are slightly redesigning it to resemble James McCaffrey, the voice actor for Max Payne in Max Payne 3, and the man who has voiced Max Payne in all of his previous outings.


    Branco Corporation
    Branco Corporation

    Eight years after the events of the second game, Max Payne, now retired from the NYPD, harboring a crippling addiction to alcohol and painkillers and living in Hoboken, New Jersey, is approached by former Police Academy colleague Raul Passos. Passos happens to arrive at Max's favorite bar while Max is being harassed by the son of local mob boss Anthony DeMarco, just in time to ward DeMarco Jr. and his friends out of the bar with a pistol. Passos tells Max that he has moved to South America, and is now working private security for a wealthy industrialist family, and that he has arrived in New Jersey on a recruitment drive. Max is initially unwilling, but converses with Passos longer after he offers to buy Max a drink. DeMarco and his friends return to the bar armed and looking to confront Max and Passos. An unnamed girl at the bar intervenes, shouting profanely at DeMarco Jr., who responds by smacking her in the face with his pistol. Max immediately shoots DeMarco Jr., quickly escalating into a full-blown firefight in the bar. Max and Passos are pursued by DeMarco's thugs throughout New Jersey, and finally reluctantly depart to Brazil after Max gives his last goodbyes to his wife and child at a Hoboken cemetery.

    After some time has passed, Max and Passos are working for the Bronco family in São Paulo, Brazil, consisting of three brothers: Rodrigo, the eldest and most wealthy, operating the high-profile Bronco Corporation; Victor, a politician struggling to obtain the position of São Paulo's Mayorship; and Marcelo, the youngest and most rowdy member of the family. While standing guard in the Branco penthouse during a party, Max rescues both Rodrigo and his young trophy wife Fabiana from a street gang known as the Commando Sombra assaulting the premises. Shortly afterwards, Max accompanies Marcelo, Fabiana and her sister Giovanna (also Passos's girlfriend) to the Moderno nightclub in Brazil, where they are again attacked by the Commando Sombra. Max manages to save Marcelo and Giovanna, but the gang escapes with Fabiana in tow. Back at the Bronco offices, the family looks over the Commando Sombra's ransom note, demanding three million dollars for Fabiana to be returned to them. Max and Passos offer to rendezvous with the gang and make the exchange.

    Max and Passos arrive at the São Paolo Galatians Stadium with the cash in hand, but the exchange turns sour quickly when an unknown sniper kills multiple CS gangsters on the field and grazes Max's shoulder. After Passos bandages the wound, him and Max shoot their way out of the stadium in pursuit of the CS member carrying the money, along their way discovering the third party who broke up the exchange and managed to get to the money before Max and Passos could was the Crachá Preto, a right-wing group of brutal paramilitaries with high-quality training and equipment. Learning that the CS have taken Fabiana to a hideout in the Tiéte River docks, Max and Passos attempt to assault the base and rescue Fabiana, but the boat carrying Fabiana and Commando Sombra leader Serrano escapes before the duo can do anything.

    No Caption Provided

    After a night of especially heavy drinking, Max and Passos return to the Bronco headquarters to explain the situation to an enraged Rodrigo. Armando Becker, leader of a special São Paulo police unit known as the Unidade de Forças Especiais(UFE), promises that his team will be able to get Fabiana back, if Rodrigo only agrees to give Becker his full co-operation. After Becker leaves, the Crachá Preto attack the Bronco offices, leading Max to attempt to clear the building of attackers. After a confrontation in the lobby, Max returns to find that Rodrigo's secretary is unable to open the door to his office, and that he hasn't made a sound in a long time. Max enters the office from the roof and discovers that Rodrigo has been shot through the head by an unknown assailant. After finding that the disc containing the security camera footage of Rodrigo's office has been removed, Max helps himself to Rodrigo's bottle of whiskey, and finds a bomb placed underneath his desk. After surviving the blast, Max makes his way out of the burning remains of the Bronco headquarters to the lobby, where he interrogates a mortally wounded Crachá Preto soldier, who tells him that Fabiana has been taken to a São Paolo favela, and that the group was hired not to kill Rodrigo, but to kill Max.

    In a desperate attempt to regain control of his life, Max decides to quit his drinking and shave his head, disguising himself for another attempt to rescue Fabiana. Max meets local detective Wilson Da Silva in a favela strip club, where Da Silva shares his theory with Max about recent events. Da Silva knows that the Crachá Preto was sometimes hired by Rodrigo to clear out villages for estate developments, and that somehow, someway, the UFE and Victor are both connected to this incident, though he fears that as soon as he puts the pieces together and figures it all out, he will be killed. After fighting his way to where Fabiana is being held, Max finds Giovanna and Marcelo also being held hostage by Serrano, after being kidnapped themselves when trying to pay Fabiana's ransom. Max bursts into the room, attempting to quell the situation, but Serrano kills Fabiana and escapes with Marcelo and Giovanna in tow. As Max tries to chase them down, the UFE begin a massive raid on the village, killing many civilians and capturing even more. Max witnesses an exchange between the Crachá Preto and the UFE, dealing over a truck full of villagers kidnapped in the raid for an unknown purpose. Puzzled, Max finds Marcelo being burned in a stack of tires and Giovanna in the clutches of CP second-in-command Milo Rego. Max manages to kill Milo in a fight and escapes with Giovanna, evading the UFE officers. When Max asks Giovanna why Marcelo was killed in such a way, she says that it is a common gang-style execution, presumably to lend credence to the UFE raiding the favela.

    After learning that Giovanna is pregnant with Passos's child, Max manages to get Giovanna through waves of attacking CP soldiers, and into the hands of Passos, who promptly leaves Max behind. Detective Da Silva picks up Max in his car, who suggests to Max that Passos may not have actually gone to Police Academy with him and that Max was possibly hired to be the violent, angry "fall guy" for any illegal business the Broncos might have been involved with. Da Silva asks Max what he really thought was going on in Panama, referring to a job he and Passos had protecting Marcelo on a yacht during a cruise in the Panama Canal. Flashing back to these events, Max remembers pirates raiding the ship and attempting to seize cargo that had since disappeared. When Max reunited with Passos and Marcelo later, they were attempting to drive off with a truck containing this unknown cargo, but Max was too drunk at the time to know or care what the item might be.

    No Caption Provided

    Da Silva takes Max to the Imperial Palace Hotel, a condemned building that the UFE and the Crachá Preto check busloads of people into regularly, that never come out. Believing the building to be the center of the illicit operations, Da Silva sends Max inside to investigate. Max finds the building is a front for a elaborate organ harvesting business. UFE officials transport raid victims to the Hotel, where their organs are harvested, and their bodies are disposed of afterwards. Searching the building, Max discovers Serrano among the groups of victims, and refuses to defend Arthur Fischer, the plastic surgeon performing the operations from Serrano's attacks. Max finds some C4 in an armory inside the building, and sets the charges throughout the building. Max confronts Álvaro Neves(the Crachá Preto leader) on the rooftop of the hotel, and detonates the explosives, proceeding to fight the mercenaries on the rooftop of the building while it is collapsing below. Neves is about to kill Max when Passos saves his life. Passos tells Max that he was unaware of the plot to set him up, and finally escapes Brazil with Giovanna.

    After allowing himself to be arrested by the UFE and fighting his way through the unit's offices, Max finally discovers that Becker's second-in-command was the one that killed Rodrigo and subsequently removed the security camera footage, and that in an attempt to get more money to fund his political campaign, Victor got the UFE to kill Rodrigo so he could inherit more money, and organized the organ trafficking as another source of income for his campaign. Victor also hired the Crachá Preto to ambush the ransom exchange and to retrieve the money, which helped to fund the organ trade.

    Victor is escorted to a São Paulo airport by Becker and the UFE, and Max pursues the conspirators. Making his way to the runway, Max tears through Becker's group of soldiers and horrifically disfigures Becker by shooting an airborne grenade of the air, propelling Becker on to the tarmac. As Max silently approaches Becker's quickly failing figure, and prepares to execute him, he reflects on the real reason as to why he was brought to Brazil, and positions that he truly has become the violent, angry, mindless killer that the Broncos wanted him to be. The player then has the choice to shoot Becker or allow himself to bleed out and die from his injuries. With Victor's plane on the runway and ready for takeoff, Da Silva arrives to pick up Max and give chase to the plane. Grabbing Becker's grenade launcher, Max destroys multiple UFE vehicles while standing out of the sunroof of Da Silva's car. Successfully stopping Victor's plane, Max rushes out of the car to kill Victor, hobbling from the wreckage of the jet. Max is about to shoot Victor when Da Silva pleads with Max to let him suffer through prison and a trial. Max decides to let Victor live as per Da Silva's advice. Victor laughs at Max, declaring: "You know I'll walk", claiming that his connections will allow him to beat any charges leveled against him. Max, angrily says: "You'll walk...with a limp." stomping Victor's leg, leaving it severely damaged and the man writhing on the ground in pain as the authorities arrive on the scene.

    After a week has passed, Max is on a beach in Bahia, enjoying a beer (and only a single beer at that, instead of his characteristic full bottle of whiskey), watching the news of the aftermath of Victor's scandal. The UFE's human trafficking business has been uncovered, and the unit disbanded. Victor Bronco is charged with laundering money from the ring to fund his campaign, and has recently been found hung in his police cell, the news reporter stating it being unknown whether or not the death was a suicide or "retribution". Max begins to leave, walking into the sunset to enjoy his vacation and presumably start anew in his life.

    Characters and Factions

    • Max Payne: Formerly an undercover DEA Agent and NYPD Detective, Max has since given up on protecting and serving New York's civilian population. Drunk most nights and addicted to painkillers, Max has retreated to Hoboken in New Jersey, content to whittle away the remaining years of his life in a local bar. Until, one night, he is approached by Raul Passos, a former police academy colleague, with an available bodyguard position for a wealthy Brazillian family, a position Max reluctantly takes hoping for a fresh start in life.
    • Rodrigo Branco: Wealthy 51 year old estate man from São Paulo.
    • Fabiana Branco: Rodrigo's Trophy wife. Much younger than her husband, Fabiana is known as a weathy socialite, a common sight at Sao Paulo's Nightclub scene as well as the front pages of its tabloids.
    • Marcelo Branco: Rodrigo's younger brother. Similar to Rodrigo's wife in age and disposition, Marcelo is young, wild, and reckless. He spends much of his time with Fabiana, living it up in the Brazillian night life.
    • Victor Branco: Rodrigo's younger brother. Dissimilar to the freewheeling Marcelo, Victor is a local politician. Positioned as the truth and justice candidate in the race for Brazil's Mayorship, Victor is willing to do whatever it takes to win a race he is losing at the outset of the game.
    • Raul Passos: Security head for Rodrigo and Max's partner
    • Comando Sombra: Brazillian street gang based on the Tiete river and the Nova Esperanca favela. Over the course of the game, they make two kidnapping attempts against the Branco family, successfully taking Fabiana at a nightclub after being thwarted by Max and Raul at the Branco's party.
    • Serrano: Leader of Comando Sombra
    • Crachá Preto: Right-wing PMC for hire. The Crachá Preto are responsible for disrupting the ransom exchange between Max, Raul, and the Comando Sombra at the Galatians stadium as well as the retaliatory assault on Fabricas Branco.
    • Álvaro Neves: Leader of Crachá Preto
    • Armando Becker: Corrupt head of special police force, Unidade de Forças Especiais (UFE)
    • Unidade de Forças Especiais (UFE): Anti-gang police task force. UFE initially appears at the Branco's Party to assist Max in recovering Rodrigo Branco although in a very shoot-first-ask-questions-later manner. Later, UFE actively antagonizes Max's efforts, raiding a favela, rounding up civilians for organ harvest, and protecting Victor Branco.
    • Detective Wilson Da Silva: Local Police Detective. Da Silva arrives, along with local police, at the conclusion of the Branco's Penthouse party to restore order. However, unlike UFE, Da Silva heads up an investigation into the illicit dealings and activites of UFE, Becker, and Victor Branco becoming Max's only ally. An honest cop in a corrupt town, Da Silva is unable to use the evidence he has collected without being killed forcing him to rely on Max.

    Story Chapters

    1. Something Rotten in the Air
    2. Nothing But the Second Best
    3. Just Another Day at the Office
    4. Anybody Can Buy Me a Drink
    5. Alive If Not Exactly Well
    6. A Dame, a Dork, and a Drunk
    7. A Hangover Sent Direct from Mother Nature
    8. Ain't No Reprievement Gonna Be Found Otherwise
    9. Here I Was Again, Halfway Down the World
    10. It's Drive or Shoot, Sister
    11. Sun Tan Oil, Stale Margaritas, and Greed
    12. The Great American Savior of the Poor
    13. A Fat Bald Dude With a Bad Temper
    14. One Card Left to Play


    Health and Cover

    Taking cover to swallow painkillers
    Taking cover to swallow painkillers

    In keeping with series staples, the healing system features Max's familiar addiction to painkillers and does not include regenerating health. The painkillers can be found in medicine cabinets scattered throughout the game and can carried for later use. Therefore, taking cover can only be used as a mechanic to shield Max during a firefight, reload the weapons or to swallow some painkillers, rather than a long break to await the familiar "bloody screen" representing damage to dissipate and Max's health to regenerate, as is common in modern shooters.


    Max's weapon inventory has been modified, and he may now only carry two pistols and one two handed weapon. He can now dual wield two different small weapons at the same time, such as a pistol and an uzi, whereas before he could only dual-wield two of the same weapon at once. When not in use, Max's two-handed weapon is held in his off hand. In order to dual wield, he must drop his two-handed weapon.

    The game's weapons feature an array of pistols and compact submachine guns, to sawed-off shotguns, sniper rifles, pump-action shotguns, assault rifles, full size sub machine guns, and grenade and rocket launchers launchers.

    Bullet-time, Shootdodging and Last Man Standing

    Backward Shootdodge
    Backward Shootdodge

    The game is staying true to its roots by featuring the iconic Max Payne Bullet Time mode with its special mechanics during shootouts.

    Bullet Time can be used in two ways: Either activated to slow down time and move, jump or shoot in slow motion, or it can be triggered by performing a shootdodge - a leap (in any direction) that engages bullet-time and lets him aim freely while sailing through the air in slow motion. Although unlike Max Payne 2, once Bullet Time is activated, Max will move as slow as the world around him as opposed to the super human speed gifted in the former.

    Also unlike the previous games, performing a shootdodge will keep Max prone after hitting the ground, a bonus that allows the player to keep shooting in a 360 degree direction while being harder to hit.

    Shootdodging direction can be altered mid-air by the player, allowing Max to avoid barriers and walls which could cause him to take health damage. Landing on dead bodies decreases the damage taken from high shootdodge falls.

    Shootdoding into objects (walls, chairs etc.) will cause the Bullet Time to stop.

    Last Man Standing is a new feature which is basically a lifeline to the player. If you’re mortally shot, time slows and the reticle quickly draws back to the enemy who shot you, offering you one last chance to shoot him to revive yourself. Last Man Standing only triggers if Max has painkillers on hand; if you successfully kill the enemy, Max survives the fatal shot and regenerates the health equivalent of a pain killer. This uses a painkiller and depletes Max's bullet time meter.


    Killcam showing the last bullets on their way to the last standing enemy.
    Killcam showing the last bullets on their way to the last standing enemy.

    Similar to the killcam of the first two games, the killcam in Max Payne 3 is triggered when the player shoots the last living enemy in a given room or area. The killcam can either be watched as a dramatic slow-motion video showing the bullets penetrating the affected enemy, or it can be used as a Bullet Time sequence where the player can slow down time, shoot the bullets and watch them penetrate that enemy and cause his body to react to the impact with precise animations.

    This will be the only available killcam in the game, and sniper rifles will not have the bullet camera presented in the previous games which followed every sniper bullet fired until it reached its destination.


    The same HUD returns from the old games, showing a Bullet Time meter which is depleted when used and regenerates when Max kills enemies, a white silhouette of Max which fills red when taken damage, and the number of available painkillers inside the portrait.

    • Max's partner Raul Passos accompanies him in some of the game's levels as a companion NPC, watching Max's back and playing key roles in some of the game's levels and sequences.
    • Certain objects are now destructible.
    • A variety of team-based and deathmatch style multiplayer modes are available.

    Comic Book Series

    No Caption Provided

    Max Payne 3 writer Dan Houser wrote a 3-part comic book series with the help of Remedy's own Sam Lake, and released via Marvel Custom Solutions.

    The series explores the major events in Max's troubled life from childhood, through the first two games, and up until the third game.

    • Issue #1: After the Fall - The first issue which was released on May 4th 2012, 11 days before the game release, deals with Max's relationship with women and how he is overly protective of them because of the death of his mother as a child and wife as a married adult.
    • Issue #2: Hoboken Blues - Released on June 12th, this part tells the story of Max and his late wife Michelle, the loss of his DEA friend Alex Balder, and how the condition of New York City deteriorated with the overflow of drugs in the streets.
    • Issue #3: Fight and Flight - Released on July 13th, this third and last part of the series shows us Max's first meeting with his partner-to-be Passos in the bar, and how he killed the rich kid who threatened him. Which was the turning point in Max Payne 3.

    Remedy's Involvement

    General Development Feedback

    Matias Myllyrinne on Max Payne 3
    Matias Myllyrinne on Max Payne 3

    Remedy Entertainment's Managing Director Matias Myllyrinne and Creative Director and writer of the first two games Sam Lake explained that they were approached by Rockstar throughout the development of this title, requesting feedback on the various aspects of the gameplay, setting and the story.

    Myllyrinne says "We were able to give feedback and it's almost like you're cherry-picking, you know, you're able to give your input, your thoughts, your feedback, without actually having to think of the realities of what it means to implement a certain feature or to change a level or anything like that, and I think in that respect, It's been fun! It's almost like being a game previewer"

    "It's almost like you have a writer, you know, who's written a book, and he's in the process of editing it and he gives it to another writer to read and, you know, we'll give feedback. I think creative people are great that way that they're collaborative and they're very open. "

    According to Myllyrinne, quite a few Remedy personnel who worked on the first two games were involved in providing this feedback to Rockstar, such as the Art Director from both games, the Project Lead from MP2, the Senior Gameplay Designers, Senior Technical Artists, Lead Programmer, Creative Director Sam Lake and Himself.

    Remedy's Take on The New Max

    Sam Lake explained the changes in Max's morale and looks by saying that being as lost and devastated as he was, Max needed to do anything to regain control of his life, which caused him to do this ritualistic act of shaving his head and get back in control again, turning from a punching bag to someone who delivers punches.

    The New Location

    According to Myllyrinne, São Paulo greatly parallels New York with its slick office buildings, testaments to corporate entities (Aesir Corporation in New York versus the Branco Corporation in São Paulo), as well as having the low-end, dodgy neighborhoods with the crackhouses and rooftops of New York being paralleled by the poor crowded Favelas of São Paulo.

    Lake adds that Max as a character is lost in his life, which justifies his moving to another, unfamiliar environment where he feels like a fish out of the water. The alien surroundings fit what the character is going through perfectly, he says.

    Special Edition

    As well as the regular retail disc, Rockstar also released a limited Special Edition version of Max Payne 3, this included:

    No Caption Provided
    • A copy of Max Payne 3;
    • 10” tall Collectible Max Payne Statue created in a collaboration between TriForce and Rockstar Games;
    • Original Still Life Art Prints that depict some of Max Payne’s inner demons and vices;
    • Copper and brass-plated iron, Bullet Keychain;
    • Classic Multiplayer Character Pack of eight playable multiplayer characters for Max Payne 3 Multiplayer;
    • Disorderly Conduct Multiplayer Weapons Pack for Max Payne 3 Multiplayer;
    • Downloadable Max Payne 3 Official Soundtrack


    Max Payne 3 official soundtrack cover.
    Max Payne 3 official soundtrack cover.

    HEALTH band composes 26 soundtrack plus an additional special bonus track by Emicida titled "9 Circulos." The soundtrack was released on May 23, 2012 as a digital download and available to iTunes.

    Track list

    Track No.TitleArtistDuration
    5.Max: NJHEALTH4:13
    7.Max: DocksHEALTH2:37
    8.The GirlHEALTH4:35
    9.Max: KillHEALTH3:08
    12.Max: FavelaHEALTH2:01
    15.Max: PanamaHEALTH4:09
    16.The Imperial PalaceHEALTH1:50
    17.16 230HEALTH2:10
    19.Combat DrugsHEALTH3:18
    22.Max: FinaleHEALTH2:04
    27.9 CirculosEmicida3:16

    System Requirements

    Below are the tested and recommended specifications for running Max Payne 3 on PC. The game will still run well using the Lowest Tested Specs, but the High Recommended Specs will allow you to comfortably run the game at 60fps with high detail at 1080p.

    Lowest Tested Specs

    • Windows 7/Vista/XP (32 or 64 bit)
    • Intel Dual Core 2.4 GHZ or AMD Dual Core 2.6 GHZ, or better
    • 2GB System RAM
    • NVIDIA® GeForce 8600 GT 512MB RAM or AMD Radeon™ HD 3400 512MB RAM

    Low Recommended Specs

    • Windows 7/Vista/XP (32 or 64 bit)
    • Intel Dual Core 3GHz or AMD equivalent
    • 3GB System RAM
    • NVIDIA® GeForce 450 512MB RAM or AMD Radeon™ HD 4870 512MB RAM

    High Recommended Specs

    • Windows 7/Vista (32 or 64 bit)
    • Intel i7 Quad Core 2.8Ghz or AMD equivalent
    • 3GB System RAM
    • NVIDIA® GeForce 480 1GB RAM or AMD Radeon™ HD 5870 1GB RAM

    Highest Tested Specs

    • Windows 7/Vista (64 bit)
    • Intel i7 3930K 6 Core x 3.06 GHZ or AMD FX8150 8 Core x 3.6 GHZ
    • 16GB System RAM
    • NVIDIA® GeForce® GTX 680 2GB RAM or AMD Radeon™ HD 7970 3GB RAM

    Other Requirements

    • HDD Space: 35 GB
    • Sound Card: 100% Direct X 9.0 compatible – Direct X 9.0 compatible supporting Dolby Digital Live

    Mac system requirements

    • Mac OS X 10.7.5 Lion
    • Intel Dual Core Xeon / Core i Series 2.4GHZ, or greater
    • 4GB System RAM
    • NVIDIA 8800GT 512MB VRAM, or AMD Radeon HD 4870 512 VRAM
    • HDD Space: 35GB


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