Max Payne 2: The Fall of Max Payne (PC, XBox, PS2)


When we last left off with Max his life had gotten turned upside down by a new drug in New York known as Valkyr. Junkies on the stuff killed his wife and baby daughter and sent him on a revenge fueled trip into the criminal underworld. His undercover investigation into its trafficking led him to a shadow government organization, known only as the Inner Circle, that promised to bail him out if he could bring the whole Valky production and distrubution organization down. Max was able to accomplish this with a little help from local Russian Mob Boss, Vladimir Lem, his pure grit, and a healthy spoonful of angst.

The Inner Circle made good on their word and through coaxing, coercion, and blackmail Max was found not guilty on all charges and even returned to duty as a detective in the NYPD. Despite all of this, Max’s life is still missing something, his life is a generally empty mess. A new rotten filth has arrived in New York city though. A group of hit-men killing with impunity and preparing for some sort of gang war. To make things even more complicated Mona Sax, an assassin Max got chummy with in the last game, is also somehow involved. Max has got to figure out how these assassins are choosing their targets, what their goal is, and who they’re working for in this modern film-noir detective story — by which I mean, less investigating and more shooting.


Are you ready to get particularly hard-boiled this evening?



Max Payne 2 was developed by Remedy Entertainment, a studio basically known for making the Max Payne games. Sam Lake wrote the stories for both of the games — and provided the model for the face texture of Max in the first game (In this game, however, his face is modeled after actor Timothy Gibbson’s face). He would make a pure film-noir detective story without anything too crazy in it — I mean, by the end of it almost everyone has literally survived a bullet in the head but that’s par for the course in film noir.

Max Payne 2 comes with a whole new physics engine, a modified Havok engine to be precise. No longer to enemies drop in the same set 30 patterns, they now properly ragdoll. Objects can also be knocked over or used as cover if the situation allows it. INNOVATION!

Max Payne 2: The Fall of Max Payne was released on October 14th, 2003. It’s competition was Jak II (PS2), The Suffering (PC, PS2, and XBox), and Call of Duty (PC).


I played Max Payne 1 when I was but a young-un of 16 or so but I didn’t get around to its sequel until around 2012, when Max Payne 3 was announced. I was so curious about whether the latest installment would be good that I wanted proper context about the events of the second game. I’d had it in my Steam Library, I’d bought it on sale forever ago, but I had never felt truly inspired to play it. I thought I’d had enough of Max’s story. When I was finished MP 2 I decided to actually not play Max Payne 3, now satisfied with MP 2’s conclusion to Max’s story — who knows, maybe I’ll play Max Payne 3 when they announce Max Payne 4.


If you’ve read the Gameplay section of Max Payne 1 then you know everything you need to know about Max Payne 2. A quick refresher though, Max Payne 2 is a 3rd person shooter. The camera is tactfully put above Max’s head giving the player good scope of threats in whatever situation Max might be in. Those situations will probably involve guns and the shooting thereof and that’s some degree of fortunate considering Max’s proficiency with fire-arms — and the quantity he keeps tucked into his coat.


You’ll need to remember the five Ds of gunplay. Dodge, duck, dip, dive, and dodge.

The big mechanical pull for this game lies in Max’s ability to enter bullet time. With a click of the right mouse button Max can initiate a slow motion dive or simply slow down time and give him the edge he needs in a fire-fight. Every enemy that Max kills an enemy while in bullet time slows the world around him even more, giving him, effectively, more time and making him more capable. In addition, killing an enemy outside of bullet time will refill the gauge a little bit in addition to its slow regeneration over time. This is Max’s major edge so don’t be afraid to use it when things get dangerous.


Spoilers but not spoilers. Mona is actually playable in some missions and has a sweet Sniper Rifle. Mona: 1 Max: 0

I should also mention that, although there are in game cutscenes, most of the story is presented through comic book panels. Narrated wonderfully by James McCaffrey, he brings the story to life and fills the player with a sense of grit.

The Gush

This game feels overall much smoother than its predecessor. Reloading during bullet time in MP 1 would take Max out of bullet time and into a potentially deadly situation. In MP 2 Max’s reloads in bullet time are replaced by an incredibly slick and equally implausible duck and twirl motion — it’s visually impressive, incredibly stylish, and totally useless but it works and looks cool. In addition, Max simply controls better, making the rare platforming much easier — and dodging bullets… that’s easier too.

The music in this game seemingly took the direction of, “The same. But more and kinda different.” Max’s theme has more polish and the music overall no longer has that sense of deep darkness of the criminal underworld. It presents music depicting a world of much more upper class obliviousness and corruption in its greater production values and more varied instrumentation. In short, I dig it.


Everything in this game is kind of “The same. But more and kinda different,” including Max’s injuries.

The Kvetch

The whole game Max obsesses about cracking the case. I know that he’s a film noir detective and by that virtue he must solve the mystery and beat up the bad guy but they could have given him a clear reason to crack the case. I guess I can dig it that Max takes this upon himself. But even when he’s figured out what’s going he doesn’t appeal to authority, he goes to solve the problem himself. I know that’s film noir as well but they never present a clear reason why Max can’t appeal to a higher authority or has to shoot, like, hundreds of dudes.

The Verdict

If you’re even remotely interested in a power fantasy in which you can take the law into your own hands, slipp into slow motion, and wipe out a squad of guys without reloading then this game is probably up your alley. It’s available in most locations for $10 or less and I’d say that’s a fair price for a delicious slice of film-noir action. My only caveat is that I would suggest that you play the original game before diving into this one but it generally runs for a mere $5 or less. Although they’re both a little dated, they still contain a mighty shine of that mysterious man who comes from the shadows and will put the night right with naught by his fast fists and his gun.

Next Week: Battle Realms


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