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Max Payne 2: The Fall of Max Payne
A man and a woman embrace each other. They both hold handguns.
Developer(s) Remedy Entertainment (Windows)
3D Realms (producer)
Rockstar Vienna (Xbox, PS2)
Publisher(s) Rockstar Games
Series Max Payne
Engine MAX-FX 2.0 (Windows)
RenderWare (PS2 and Xbox)
Version 1.01
Platform(s) Microsoft Windows, Xbox, PlayStation 2
Release date(s)
Genre(s) Third-person shooter
Mode(s) Single-player
Rating(s) ESRB: M
BBFC: 15
USK: 18+
PEGI: 18+
Media 2 or 3 CD-ROMs (WIN)
1 DVD (Xbox, PS2)
System requirements
Input methods Windows
  • Keyboard and mouse

Playstation 2 and Xbox

Max Payne 2: The Fall of Max Payne is a third-person shooter video game developed by the Finnish Remedy Entertainment and produced by 3D Realms. The game is a direct sequel to Max Payne and is followed by Max Payne 3. It was released by Rockstar Games for Windows on October 15, 2003, for Xbox on November 25, 2003, and for PlayStation 2 on December 2, 2003. In Max Payne 2, the player controls Max Payne, a detective for the New York City Police Department (NYPD) and a fugitive undercover cop framed for murder in New York City at the end of Max Payne. Two years after the events of the first game, Max has cleared his name and is now an NYPD detective. He reunites with Mona Sax, who he first met in the previous game, as they set out to resolve a conspiracy of death and betrayal, finding the mysterious Inner Circle in the center of it all.

Video game critics gave Max Payne 2 generally favorable reviews. Praise focused on its action and story, while criticism targeted its short length. Despite the positive reception, the game sold poorly, leading Rockstar Games' parent company Take-Two Interactive to cite Max Payne 2's sales as a cause for the company's reforecasted finances of 2004. Max Payne 2 received several industry awards, including Outstanding Art Direction at the Golden Satellite Awards 2004, and Editors' Choice Awards from GamePro, IGN, and GameSpy.



A video game screenshot of a man leaning on the floor while holding a gun in each hand and firing them on another man down a hallway.
Max performs a shoot-dodge maneuver.

Max Payne 2 is a third-person shooter, in which the player assumes the role of Max Payne for most of the game, but plays as Mona Sax in several levels.[1] Initially, the player's only weapon is a 9mm Pistol. As they progress, players access other weapons including handguns, shotguns, sub-machine guns, assault rifles, long-range rifles, and hand-thrown weapons. To move the game along, the player is told what the next objective is through Max's internal monologue, in which Max iterates what his next steps should be.[2]

When first played, the game only offers one difficulty level that is adjusted on the fly if the game is too difficult for the player. For example, if the player's character dies too many times, the enemies' artificial intelligence is made less effective, while more health in the form of painkillers is made available. After completing the game once, other difficulty levels are unlocked.[3] Two special game modes are also activated: New York Minute and Dead Man Walking. In New York Minute, the player is given a score based on the time taken to complete each level. The Dead Man Walking mode places Max in one of five scenarios, in which he must survive for as long as possible while fighting off endlessly respawning enemies.[4]

Similar to its predecessor, Max Payne 2 allows the player to enable Bullet Time, a mode that slows down time to grant the player more time to determine what they want to do. In this mode, the screen's color changes to a sepia tone to act as a visual cue for the player. When in use, the Bullet Time meter will decrease until it is either empty or the player disables Bullet Time mode. The meter will eventually increase when not in use, but can be replenished more quickly by killing enemies. To simulate the Bullet Time effect, Max can also execute a shoot-dodge maneuver. When the maneuver is performed, Max jumps in a direction specified by the player, and although Bullet Time is activated while Max is in mid-air, this will not deplete the Bullet Time meter. The combat system has been improved for Max Payne 2; the player can now arm Max with a secondary weapon such as a grenade or Molotov cocktail, and when near an enemy, Max can hit them with his weapon as a melee attack. The game includes a rudimentary co-op system that occasionally gives Max allies to back him up when in difficult situations.[4]


Two years after the events of the first game, Max Payne is an NYPD detective. While investigating a series of murders by a group of contract killers called the Cleaners, Max encounters Mona Sax, who was assumed dead at the end of the previous game. Wanted for the murder of Senator Gates and, despite Max's protests, Mona is arrested and taken to the police station. While at the station, Max overhears his new partner, Valerie Winterson, talking on the phone about Mona. Suddenly, the station is attacked by the Cleaners, who are looking for Mona. Before they reach her, Mona breaks out of her cell and vanishes into the night. After Max meets her again at her residence, where they fight off the Cleaners who followed Max to her place, they begin hunting down the people responsible for the attack. Their search leads them to a construction site, where Max and Mona defend themselves against the Cleaners. After their foes flee, Detective Winterson arrives and holds Mona at gunpoint. Mona claims that Winterson is there to kill her while Winterson claims that she is simply trying to arrest a fleeing fugitive. After several moments of consideration, Max shoots Winterson, allowing Mona to escape. Before she dies, Winterson shoots Max, leading to his hospitalization.[5]

After Max leaves the hospital, he begins looking for answers. When Max is kidnapped by Vladimir Lem, head of the Russian Mafia, he learns that the Cleaners work for Lem, who uses them to eliminate the competition to his businesses. Max then learns that Lem is part of the secretive Inner Circle, led by Senator Alfred Woden, who had ensured that the charges against Max were dropped at the end of the previous game. Lem plans to kill Woden and gain control of the Inner Circle. Max also learns that Mona is a hired gun for Woden, with orders to kill Lem and Max. After Lem reveals that Detective Winterson was his mistress, he shoots Max, and leaves him for dead in a burning building. Mona rescues Max, and together they go to Woden's mansion to save him from Lem.[5]

At the mansion, Mona knocks Max to the ground in an attempt to follow her orders to kill him, but discovers that her feelings for him keep her from doing so. Lem shoots Mona after realizing that she will not kill Max. Woden then appears in a wheelchair, and lunges at Lem; Woden is killed during the ensuing struggle. Max and Lem then begin to fight, until Lem triggers a bomb that he planted in the mansion. After they both drop to the floor below, Max pursues Lem through the mansion. Max faces Lem in a firefight, and eventually destabilizes the platform below Lem, causing it to fall to the floor below, killing Lem. Max returns to Mona's side as the police arrive, and she dies in his arms. If the game is completed at its highest difficulty level, Mona survives.[5]


Take-Two Interactive issued a press release on December 5, 2001 that announced its acquisition of the Max Payne franchise from Remedy Entertainment and Apogee Software for US$10 million in cash and 970,000 shares of common stock, and its plans to release Max Payne 2.[6] On May 22, 2002, Take-Two announced that they agreed to pay up to $8 million as incentive payments to Apogee Software and Remedy Entertainment to develop Max Payne 2.[7][8] On September 3, 2003, Take-Two officially announced a release date of October 15, 2003 for the game.[9]

A man looking at the viewer
The game's plot was written by Sam Lake, who also modeled as Max in the original Max Payne.

Originally modeled in Max Payne after the game's writer Sam Lake, Max's appearance was remodeled after professional actor Timothy Gibbs for Max Payne 2;[10] James McCaffrey returned as the voice of Max.[11] The game's plot was written by Lake, who decided to write it as a film noir love story, as he felt that it suited Max's persona the best. Lake hoped that the story would break new ground, noting, "At least it's a step into the right direction. I'd like nothing better than to see new and unexpected subject matters to find their way to games and stories told in games."[12] Lake remarked that basic, archetypal film noir elements found in many classics of the genre "can go a long way" when telling a story, and gave examples that included a hostile, crime-ridden city; a story that takes place late at night with heavy rain; and a cynical, hard-boiled detective down on his luck. Lake considered writing a sequel to Max Payne an "art of it's [sic] own".[12] Since the setting and characters were already established, Lake decided that the primary goal of the sequel was "to keep what's good and fix what was not so good", and to take the story in surprising directions. The screenplay for the sequel ended up being three times longer than the one for Max Payne. Lake predicted that the more complex story would add to the game's replay value.[12]

A man and a woman embrace each other. Speech bubbles are seen around them.
Comic panels are used as cut scenes to provide plot exposition.

The story, sometimes told through in-game dialogue, is pushed forward with comic panels that play during cut scenes. The developers found comic panels to be more effective and less costly to use in the cut scenes than fully animated cinematics. They also noted that comic panels forced the player to interpret each panel for themselves, and "the nuances are there in the head of the reader [...] it would be much harder to reach that level with in-game or even prerendered cinematics."[10] The developers also found it easier to reorganize the comic panels if the plot needed to be changed while developing the game.[10]

Max Payne 2 uses the same game engine as the one used in Max Payne, but with several significant upgrades.[13] Even though the game only supports DirectX 8.1, the graphics in Max Payne 2 mimic those generated by DirectX 9 by making optimal use of effects such as reflection, refraction, shaders, and ghosting. The developers considered one particular scene in which effects are used well: When Max has lucid dreams, the screen appears fuzzy and out of focus. Since Max Payne, the polygon count (the number of polygons rendered per frame) has been increased, which smooths out the edges of character models.[14] In addition, characters have a much greater range of expressions. Previously, Max had only one expression available; in Max Payne 2, he often smirks and moves his eyebrows to react to different scenarios.[15]

The game uses the Havok physics engine, which the developers chose because it was "hands-down the best solution to our needs".[16] They found that a dedicated physics engine was vital to create Max's combat scenes, which Max Payne was known for, "with increased realism and dramatic, movielike action".[16] The physics engine made several situations seem more realistic. For example, when in combat, the player can take cover behind boxes; however, when enemy bullets impact the boxes, they will topple over, in which case the player will have to find another suitable object to use for cover. When an enemy is hidden behind a wall divider, the player can throw a grenade next to it to send the cover flying through the air, rendering the enemy unprotected.[16] The Havok engine was tweaked to make weapons, bombs, and Molotov cocktails act more naturally, and the audio was updated to make them sound more realistic. The new physics engine allowed for certain actions that could not happen in Max Payne; boxes can be moved and follow the laws of gravitation, and explosion detonations make enemy bodies fall realistically.[14]

The Bullet Time mode that Max Payne was known for was improved; the developers referred to it as "version 2.0".[14] The mode, which allows Max to move in slow motion to kill enemies more easily, was enhanced to give Max a longer period to continue using Bullet Time when he kills enemies consecutively. This was done to encourage players to dive head-on into dangerous situations rather than crouching at a safe distance and waiting for enemies to come to them. A new reload animation was also introduced, which, when Max reloads while using Bullet Time, allows him to duck to avoid bullets, spin around to survey the combat situation, and pause to give the player time to think of a strategy.[17] Development tools were made available for Max Payne 2 by Rockstar Games and Remedy Entertainment to allow players to create modifications for the game. Modifications can perform several functions, such as the ability to add new weapons, skills, perspectives, surroundings, and characters.[18]


Aggregate scores
Aggregator Score
GameRankings 88.38% (PC)[19]
76.79% (PS2)[20]
85.81% (Xbox)[21]
Metacritic 86% (PC)[22]
73% (PS2)[23]
84% (Xbox)[24]
Review scores
Publication Score B− (PC)[1]
GameSpot 9.0 of 10 (PC)[25]
GameSpy 5 of 5 (PC)[11]
GameZone 9.3 of 10 (Xbox)[3]
IGN 9.4 of 10 (PC)[26]
The Toronto Sun 4.5 of 5 (PC)[27]
The New Zealand Herald 4 of 5 (Xbox)[28]
The Daily Telegraph (Australia) 5 of 5 (PC)[29]
Sydney Morning Herald 4 of 5 (PC)[30]
Sunday Times 2 of 5 (PC)[31]

Max Payne 2 was released by Rockstar Games for Windows on October 15, 2003,[22] for Xbox on November 25, 2003,[24] for PlayStation 2 on December 2, 2003,[23] for Steam on January 4, 2008,[32] and as an Xbox Original on April 24, 2009.[33] It was given generally favorable reviews, receiving an aggregated score of 86% at Metacritic and 88.38% at GameRankings for its Windows version.[22] Praise focused on its action and story, while criticism targeted its length, which was considered short. Despite a positive reception, Max Payne 2 sold poorly, leading Rockstar Games' parent company Take-Two Interactive to cite the "continued disappointing sales of Max Payne 2: The Fall of Max Payne" as one of the causes for the company's reforecasted sales for 2004.[34] Max Payne 2 was the recipient of several industry awards, including Outstanding Art Direction at the Golden Satellite Awards 2004;[35] Editors' Choice Awards from GamePro, IGN, GameSpy, and GameSpot; and Game of the Month from Game Informer.[36]

Steve Polak of The Daily Telegraph, who enjoyed the first Max Payne game, also praised Max Payne 2, calling it an "outstanding" game that "keeps alive the sense of atmosphere and engaging gunplay-oriented action that was so exciting in the first release". He lauded the game for better production values compared to the first game, including its more polished story, more professional scripts, and better acting and graphics. The complexity of Max's character was a welcomed element by Polak, who found that games often created heroes that were simplistic.[29] The Sydney Morning Herald's Dan Toose described the game's experience as "brutal, yet beautiful gun-blazing gaming", and noted that, similar to other story-based shooter video games, Max Payne's multiplayer experience lacked the atmosphere of the single-player mode.[30]

Jon Minifie of The New Zealand Herald appreciated the game's story, calling it an "entertainingly dark third-person shooter with a well-crafted, noir storyline". In particular, Minifie praised Remedy for what he deemed a successful port of the game to consoles, especially for the Xbox, noticing that the version features visuals that look similar to those on the PC. However, he found that the PlayStation 2 port was only "an okay job" that resulted in quality that was "considerably less easy on the eye", and asserted that it is outperformed by more powerful platforms.[28] The Sunday Times's Steven Poole observed that Max Payne 2 does "exactly the same [things as the first game], only better". He found that enemies react convincingly to damage taken from bullets, thanks to the physics engine. Ultimately, however, Poole described the game as "entertaining but not earth-shattering".[31]

The Toronto Sun's Steve Tilley, who believed that Remedy did a "killer job" on Max Payne 2, felt that the company kept what was great about the previous game, "while everything else has been tweaked, overhauled and juiced up". He was a fan of the Bullet Time from the first game, and therefore appreciated seeing it return in the sequel, with "even more impressive" visuals. Tilley found that the game's "lifelike physics engine" was easily its best aspect, and noted that while playing the game, he threw a grenade across a room, which resulted in an explosion that sent enemies flying through the air in a realistic fashion. In addition, Tilley applauded Remedy for listening to fan complaints and resolving issues from the previous game, including improved dream sequences in Max Payne 2. He was, however, disappointed with the general linearity of the game, and noted that players who are not interested in film noir themes will not enjoy them in Max Payne 2. Concluding, Tilley commented that the game "has enough polish, cinematic flair and outright mayhem to thrill those who like their Sopranos with a dash of John Woo and a touch of Frank Miller".[27]

The game's action was praised by several reviewers. GameZone called it cinematic and action-packed, noting that the final scene was worthy of the big screen.[3] Similarly, GameSpy described the action as "adrenaline-pumping", and considered it comparable to what was available in film.[11] The story was both applauded and criticized. Tom McNamara of IGN enjoyed playing in the film noir setting and believed that it adds dramatic depth to Max and Mona's story, "somehow [making] what's going on more important and interesting. Wreaking havoc is nice, but it's great to also have a love interest complicating things, and Mona Sax is definitely up to the task." However, he was turned off by some of the "hammy" dialogue.[26] In contrast, cited the final boss as an ending that inadequately completed an otherwise excellent piece of fiction,[1] and the Sunday Time's Poole called the story "pungently cheesy".[31] Max Payne 2's length disappointed critics, including GameSpot and IGN, which complained about the short story.[25][26] Toose of the Sydney Morning Herald was also critical of the short single-player experience, but found that the higher difficulty levels and special "survivor" modes helped improve the game's replay value.[30]


  1. ^ a b c 1UP Staff. "Max Payne 2: The Fall of Max Payne (PC)". 1UP. Retrieved 2008-12-19.  
  2. ^ Max Payne 2 instruction manual. Rockstar Games. 2003-10-15.  
  3. ^ a b c "Max Payne 2: The Fall of Max Payne (PC)". GameZone. 2003-10-15. Retrieved 2008-12-19.  
  4. ^ a b Reed, Kristan (2003-10-20). "Max Payne 2: The Fall Of Max Payne Review". Eurogamer. Retrieved 2008-12-19.  
  5. ^ a b c "Max Payne 2 Game Guide". GameSpot. Retrieved 2008-12-19.  
  6. ^ "Take-Two Interactive Software, Inc. Announces Max Payne 2 is in Development". Take-Two Interactive. 2001-12-05. Retrieved 2009-01-31.  
  7. ^ "Take-Two Interactive Software, Inc. Announces Max Payne 2 Is In Development". 3D Realms. 2002-05-22. Retrieved 2009-02-05.  
  8. ^ Walker, Trey (2002-06-06). "Max Payne 2 worth $8 million?". GameSpot. Retrieved 2008-12-21.  
  9. ^ "Take-Two Interactive Software, Inc. Reports Record Third Quarter Fiscal 2003 Financial Results". Take-Two Interactive. 2003-09-03. Retrieved 2009-02-05.  
  10. ^ a b c "The Making of Max Payne". Edge. 2008-11-02. Retrieved 2008-12-22.  
  11. ^ a b c Kosak, Dave (2003-10-20). "Max Payne 2: The Fall Of Max Payne (PC)". GameSpy. Retrieved 2008-12-19.  
  12. ^ a b c "Max's Pain". IGN. 2003-09-19. Retrieved 2008-12-22.  
  13. ^ "Max Payne 2: The Fall of Max Payne". MobyGames. Retrieved 2008-12-21.  
  14. ^ a b c Abazovic, Fuad (2003-11-02). "Max Payne 2 has magnificent graphics". The Inquirer. Retrieved 2008-12-21.  
  15. ^ Butts, Steve (2003-08-13). "Max Payne 2: The Fall of Max Payne". IGN. Retrieved 2008-12-21.  
  16. ^ a b c "Max Payne 2 Q&A, exclusive media". GameSpot. 2003-09-19. Retrieved 2008-12-21.  
  17. ^ Butts, Steve (2003-10-07). "Max Payne 2: The Fall of Max Payne". IGN. Retrieved 2008-12-22.  
  18. ^ "Max Payne 2 Mod Info". Rockstar Games. Retrieved 2008-12-21.  
  19. ^ "Max Payne 2: The Fall of Max Payne (PC)". GameRankings. Retrieved 2009-03-03.  
  20. ^ "Max Payne 2: The Fall of Max Payne (PS2)". GameRankings. Retrieved 2009-03-03.  
  21. ^ "Max Payne 2: The Fall of Max Payne (Xbox)". GameRankings. Retrieved 2009-03-03.  
  22. ^ a b c "Max Payne 2: The Fall of Max Payne (PC)". Metacritic. Retrieved 2008-12-17.  
  23. ^ a b "Max Payne 2: The Fall of Max Payne (PlayStation 2)". Metacritic. Retrieved 2008-12-17.  
  24. ^ a b "Max Payne 2: The Fall of Max Payne (Xbox)". Metacritic. Retrieved 2008-12-17.  
  25. ^ a b Kasavin, Greg (2003-10-16). "Max Payne 2: The Fall of Max Payne Review". GameSpot. Retrieved 2008-12-19.  
  26. ^ a b c 2003-10-16 (2003-10-16). "Max Payne 2 Review". IGN. Retrieved 2008-12-19.  
  27. ^ a b Tilley, Steve (2003-10-26). "Payne Sequel has Grit and Polish". The Toronto Sun: p. S12.  
  28. ^ a b Minifie, Jon (2004-01-22). "Max Payne 2 (PS2/Xbox)". The New Zealand Herald.  
  29. ^ a b Polak, Steve (2004-01-08). "Max is back and the fun is right on target". The Daily Telegraph: p. T18.  
  30. ^ a b c Toose, Dan (2003-12-13). "All guns blazing". Sydney Morning Herald: p. 22.  
  31. ^ a b c Poole, Steven (2004-01-18). "Max Payne 2: The Fall of Max Payne". Sunday Times.  
  32. ^ "Rockstar Games". Steam. Retrieved 2008-12-19.  
  33. ^ "Max Payne is an Xbox Original". Xbox. Microsoft. 2009-04-24. Retrieved 2009-04-30.  
  34. ^ Feldman, Curt (2004-02-02). "Take-Two adjusts financials south, blames Max Payne's poor showing". GameSpot. Retrieved 2008-12-19.  
  35. ^ "2004 8th Annual SATELLITE Awards". International Press Academy. Retrieved 2008-12-19.  
  36. ^ "Max Payne 2 awards". Rockstar Games. Retrieved 2008-12-19.  

External links


Up to date as of January 14, 2010

From Wikiquote

Wikipedia has an article about:
Max Payne 2: The Fall of Max Payne

Max Payne 2: The Fall of Max Payne is a computer game developed by Remedy Entertainment on 2003.


Max Payne

  • Life knows two miseries; getting what you want and not getting what you want.
  • I lied to myself that it was over. I was still alive, my loved ones were still dead. It wasn't over.
  • I didn't deserve to walk away. There are no happy endings.
  • A bomb went off in my head. The bullet lodged in my brain moved a fatal, microscopic distance.
  • Everything had started out as black and white. Somewhere down the road, the line went blurry, the colors started to run, got smudged and gray. Winterson had been above my suspicion. It felt like a goodbye.
  • There was a blind spot in my head, a bullet-shaped hole where the answers should be. Call it denial. I wanted to dig inside my skull and scrape out the pain.
  • Kissing her, I think of the cold laws of cause and effect.
  • Mona's appearance had triggered a dislocation. Schizophrenia. I felt elation, but with it, fear that all the past evils had come along for the ride.
  • Home sweet home. Something in the night felt like a door had been opened, an echo of the past, an old monster snapping its eyes open in the depths of my brain. Closing your eyes forces you to look at the darkness inside.
  • A funhouse is a linear sequence of scares. Take it or leave it is the only choice given. Makes you think about free will. Had our choices been made for us because of who we are?
  • (Narration, after having seen Mona Sax, whom he thought dead) If you think nothing can get to you, you're lying to yourself. At best you're temporarily dead. A lightning bolt could re-animate you without a warning.
  • The past is a gaping hole. You try to run from it, but the more you run, the deeper, more terrible it grows behind you, its edges yawning at your heels. Your only chance is to turn around and face it. But it's like looking down into the grave of your love, or kissing the mouth of a gun, a bullet trembling in its dark nest, ready to blow your head off.
  • Throw the rules out the window, odds are you'll go that way too.
  • Like all the bad things in my life, it started with the death of a woman. I couldn't save her.
  • The genius of the hole: no matter how long you spend climbing out, you can still fall back down in an instant.
  • All this time we got the fable of Sleeping Beauty wrong. The prince didn't kiss her to wake her up. No one who slept for a hundred years is likely to wake up. It was the other way round. He kisses her to wake himself up from the nightmare that has brought him there.
  • They were after me, it was my fault. You can't run from your past. You'll end up running in circles. Until you fall back down to the same hole you were trying to escape from, only the hole's grown deeper.
  • Death is inevitable. Our fear of it makes us play safe, blocks out emotion. It's a losing game. Without passion you are already dead.
  • There are no choices. Nothing but a straight line. The illusion comes afterwards, when you ask "Why me?" and "What if?". When you look back and see the branches, like a pruned bonsai tree, or forked lightning. If you had done something differently, it wouldn't be you, it would be someone else looking back, asking a different set of questions.
  • The trouble with wanting something is the fear of losing it, or never getting it. The thought makes you weak.
  • Now, like all my loves, she is mine forever. She has brought me here, to this moment of clarity, where time slows down, and I choose to look back, to see myself. And in that act of seeing, I am reborn.
  • As surely as the bullet rips through the victim's flesh, organ and bone, it shatters the image of the man who pulls the trigger.
  • The past is a puzzle, like a broken mirror. As you piece it together, you cut yourself, your image keeps shifting. And you change with it. It could destroy you, drive you mad. It could set you free.
  • I didn't know what Mona wanted, if it was the same thing that I was after. To kill those who were trying to kill her. The bullet, real or imagined, lodged in her head routing her synapses. Driving her on.
  • This is what I see when I look back. These moments, blinding as snow, they kill you, change you. You die and live again, remade.
  • I had a bomb ticking in my head. No amount of painkillers would disable it.
  • "The things that I want", by Max Payne. A smoke. A whiskey. For the sun to shine. I want to sleep, to forget. To change the past. My wife and baby girl back. Unlimited ammo and a license to kill. But right then, more than anything, I wanted her.
  • There are things in life you cannot choose. How you feel.
  • Like always, the dead had all the answers I was missing. It wasn't that they weren't eager to talk; quite the contrary, the dead had plenty to say and once they started, they would never shut up. Their words would keep you awake at night.
  • When you're waking up, the world is a blur. What was clear in a dream, suddenly makes no sense. No surreal rescues. No easy, magic way out. But you are awake.
  • With no way to deal with the past, I kept my eyes on the road, off the rear-view mirror and the road-kill behind me.
  • I chased the lesser mysteries, other people's crimes.
  • Einstein was right, time is relative to the observer. When you're looking down the barrel of a gun, time slows down. Your whole life flashes by, heartbreak and scars. Stay with it, and you can live a lifetime in that split second.
  • This is love. When someone drags you from the wreckage when you have given in, ready to just lie there and die. This is love. When someone, no matter what the cost, shows you there is hope, a choice, that you can put down your gun. This is love. Love hurts.
  • When entertainment turns into a surreal reflection of your life, you're a lucky man if you can laugh at the joke. Luck and I weren't on speaking terms, or maybe the place was just too damn lame to be funny.
  • Your past has a way of sneaking up on you. You'll hear broken echoes of it everywhere, like a bad replay. You'll get mad at everyone for reminding you about it, even if it's all in your head.
  • You come to, amidst the wreckage of your own making. Do you stay there, eyes squeezed shut, afraid to move, hoping to bleed to death? Or do you crawl out, help your loved ones, make sure the fire doesn't spread, try to fix it?
  • Firing a gun is a binary choice. Either you pull the trigger or you don't.
  • The problem with wanting something, is the fear of losing it, or never getting it. The thought makes you sick
  • The explosion in my apartment had started a fire. The flames couldn't burn away my past. They only made the shadows behind me leap higher.
  • In a nightmare, every choice you make is a wrong one. I would wake up at night, afraid that day was a dream I'd forget.
  • I am afraid. But I start again from the beginning, trace my own steps to the scene of the crime.
  • The gilding on the mask had cracked to reveal the rot underneath.
  • The world was getting too small for comfort.
  • I felt like I was walking into a trap. And I felt guilty, like I was about to get caught.
  • Fraternizing with the enemy. I had stepped over the edge. The cartoon moment when the gravity waits for the coyote to realize his mistake before the plunge.
  • Mona was still the answer. I caught glimpses of her out of the corner of my eye, felt her presence everywhere I went. I was trying to trace her path, recreate the winding course of the magic bullet in her head. I couldn't find her.
  • She was dead. The bullet in her head had come to the end of it's slow-motion journey.
  • I had found the sniper's hideout. They had been spying on me for days, weeks, months even. My every action, observed, recorded, analysed. The place was the proof every paranoic dreams of.
  • I had tried to run from it, edit it out. Winterson was dead. I was a murderer.
  • One thing left to do. I was compelled to give Vlad his gun back. One bullet at a time.
  • Home is where your heart is... (Cleaner in distance, speaking to other cleaner: "Simple, not like in the movies where the hero has a chance to disarm the bomb"). Once, it would have been a house in the suburbs... (Cleaner in distance, again speaking to other cleaner: "He opens the door, and BOOM!"). Now, nothing was left of it... (The door is opened by a third cleaner and blows all three up, as well as the apartment). I wasn't happy with the way the cleaners were doing their job.
  • Behind the door (7th floor of the apartment building) were the suites. They weren't an improvment on the regular apartments.
  • Without Mona's help, I'd be a dead man. Suddenly, for the first time in I don't know how long, I realized, I didn't wish to be dead.
  • (over microphone) Vlad, shut up and stay alive, I'm coming.
  • Mona, these guys are packing, close to overkill, hardcore professionals.
  • I felt the rise of that old familiar feeling. I hated it. I welcomed it.
  • (in a dream, in a cell labeled "paranoid") Wait, just wait, I can figure this out, I can fix this. I can make it better! Just think. Think!
  • It was all connected. The murder of Senator Gate, the Cleaners, the Inner Circle, Vinnie Gognitti. I had to make Winterson see it.
  • Vinnie was about to piss his pants, he'd end up short circuiting the bomb and blowing us both up.
  • Winterson would have found a way to do this nice, neat and clean. Logic told me backup should be on its way. Somebody must have heard the gunfire. Logic was such a liar.
  • Mona's words on her being a "sitting duck" kept playing in my head. The bomb had misdirection written all over it.
  • I couldn't crack her. I had to crack the case.
  • Sometimes, something good comes out of it. Something you know you wouldn't deserve in a million years.
  • You'd have to be a first-degree fool to fall for a woman who returns from the dead only to put a gun to your face.
  • Your past is like pieces of a broken mirror. You try to pick them up, but you only end up cutting yourself.
  • (final quote) I had a dream of my wife. She was dead. But it was all right.
  • It was almost morning, waking up from the American Dream. We are willing to suffer, to die for the things we care about. For love, for the right choices, Because of her, I had solved the case. My case. All of it. Who I am. Is it worth it? Saying that it never is would be a lie. Sometimes you get lucky. Sometimes, something good comes out of it. Something you know you wouldn't deserve in a million years. Something that gives you a reason to go on. (only said in the Dead on Arrival ending)

Mona Sax

  • (to Max) What are you so afraid of? What do you want from me?
  • (to Vlad, having shot him in the arm) See? You're nothing but a one-armed bandit.
  • (final quote) God, I turned out to be such a damsel in distress.
    • She dies after saying this unless the game has been completed on Dead on Arrival difficulty.

Vladimir Lem

  • (catchphrase) Have no fear, Vlad is here!
  • (catchphrase) (Name of person(s) he is talking to), dearest of all my friends...!
  • Max! 911! Bad guys with big guns!
  • (Over microphone) Ladies and gentlemen, allow me to present Max Payne. New York's Finest, with the biggest mobster bodycount ever. Dearest guests, prepare to die... (Assorted gunfire). Max, I'd love to come and welcome you but I'm busy dodging bullets and hiding under a desk at the moment.
  • (Over microphone) Max? Damn it... Aaaaaaaaaaarrrrrgghhhhh!
  • Hypothetically, if the only choice you've got is to do the wrong thing, then it's not really the wrong thing, It's more like fate.
  • I hate to do this, but you know how you are, you would never let it go!
  • It's better to reign in Hell than to serve in Heaven. (Actual quote from Paradise Lost by John Milton)
  • No gun when you need one...
  • (about Mona) I know of her. Her reputation as a hired killer. I hear she is a stone Fox. I would fuck her.
  • (to Max) Besides, a gentleman always avenges the insults done to his lady. You did kill Winterson. (shoots Max)
  • Of course, we agree to disagree.
  • (Alfred Woden's message machine) I am coming to kill you old man. You really know how to piss me off, you know? Would it have killed you to say 'thank you' for once in your life, to say 'Vlad, my son - can I call you my son, because I sure do love you like one. - Vlad, my son, you are a true prodigy, everything you touch turns to gold.'? Oh, wait, it is going to kill you. I'm doing your dirty work for you. You should be proud. I have learned all you've taught me. I'm coming to show you.
  • You have wrecked my restaurant twice now. You can be so damn uncompromising, fanatical about these things Max. One of these days, it's going to get you killed!
  • What the fuck is wrong with you, Max?! Why don't you just die?! You hate life, you're miserable all the time, afraid to enjoy yourself even a little. Face it, you might as well be dead already. Do yourself a favor, give up!
  • (last words) Max... dearest of all my friends... I was supposed to be the hero...

Vinnie Gognitti

  • (regarding his collection of Captain Baseball Bat Boy merchandise) What? What, I'm a collector! Do you know how much this stuff is worth? I tell ya', fuckin' much! There's nothin' nerdy about it, I'm a collector! Lots of tough guys are into this stuff! Frankie was into this stuff, he was a fuckin' tough guy! Just you wait till I sell my collection online! We'll see who's the nerd when I'm a millionaire!
  • Well that was fun, in a fucking terrible, sick, not-at-all fun way!
  • Aw, man! Why does this keep happenin' to me? Oh, it was sooo perfect (The Giant-headed Baseball-bat boy costume), now it's ruined! (Max comes through the doorway) Aw, no! No way!
  • (shooting his Ingram at Vlad) Die Russian! Fuckin' die already!


  • The Pink Flamingo (on TV): .mirrorS arE morE fuN thaN televisioN
  • The Pink Flamingo (on TV): .shE haS dyeD heR haiR reD
  • The Pink Flamingo (on TV): .thE flesH oF falleN angelS
  • John Mirra (on TV, address Unknown): When Mirra killed again the map of the city changed. Like a shifting glacier, a new crack appeared with every gunshot. I had abandoned all conventional methods of navigation. I was following the bloody signs he kept leaving me. And he was watching me do it.
  • John Mirra (on TV, address Unknown): Wherever I went, the pay phones started to ring. Finally, I collected enough courage to answer one.
  • Dick Justice (on TV): The rain was comin' down like all the angels in heaven decided to take a piss at the same time. When you're in a situation like mine, you can only think in metaphors.
  • Mafia Thug (fighting Cleaners): Motherfuckers! You think you can come in here, you think you can? Eh? Eh?! You think! You think wrong, motherfuckers! You think wrong!
  • Jim Bravura: They (The cleaners) hit your home? It's like a friggin' Kindergarten out there! What next? A kid with a bag full of guns and a head full of videogames turns the house into a shooting gallery. Breaks my heart.
  • Jim Bravura: (after being shot by a Cleaner) Bullshit!


Mona Sax: The Circle goes back to the centuries-old masonic cults, corruption and assassinations reaching all the way to presidential level.
Max Payne: Right. And here I was thinking conspiracy theories had gone out of style.

Mona Sax: There's a contract out on us.
Max Payne: There is no "us" in this.

Max Payne (seeing Mona after a long time): Mona?
Mona Sax: Max, we got to stop meeting like this.

Mafia thug 1: Oh yeah, like good ol' times. When we were still peddling V, when we had that Russian son of a bitch down for the count. When we were hunting that undercover fed, what's his name again? "Hurt"?
Mafia thug 2: "Hurt" my ass. "Payne" was his name, "Payne".

Mafia thug 3: It's raining cats and dogs here!
Mafia thug 2: "For I'm a rain dog too."
Mafia thug 3: Stay sharp. It's gonna rain somethin' else too when the cleaners show up.

Mafia thug 1: We need to keep those Russians away from the boss.
Mafia thug 2: Yeah, keep them away from the... the captain. Oh, I'm sorry, sorry, I know it’s nothing to laugh about, deadly serious.
Mafia thug 3: The Adventures of Captain Big Head Gognitti! (Vinnie is tricked by Vlad into putting on a Giant-headed Captain Baseball-bat Boy costume with a bomb in the head).

Cleaner 1: He tells me that I'm new to this job, and that I'll be workin' with all of the colours except green.

(The final episode of Address Unknown, the TV series)
John Mirra (Protagonist)(answers the phone and listens)
John Mirra (Antagonist): John Mirra?
John Mirra (Protagonist): This is he.
John Mirra (Antagonist): This is John Mirra. Welcome to the next level.

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