Max Payne 2: The Fall of Max Payne

Moby ID: 10708
Windows Specs

Description official descriptions

Two years have passed since Max Payne first embarked on his desperate quest for revenge. Returning to his former position as a detective in the New York City Police Department, Max is assigned to investigate a series of murders carried out by group of contract killers known as the Cleaners. Unexpectedly, Max encounters the enigmatic Mona Sax, whom he assumed dead. People from his past begin to return one by one, and Max gradually realizes that he did not know everything about the mysterious Circle and those who were involved in the murder of his family. Somebody out there is trying to kill Max, and he must find the answers before they succeed.

Max Payne 2: The Fall of Max Payne is a direct sequel to Max Payne. The game is very similar to its predecessor in gameplay concept and presentation, bringing back noir detective atmosphere, cinematic John Woo-style action, and cutscenes shaped like comic book panels.

The game is built on the same engine as the predecessor, with several additional special effects and enhancements, such as dynamic shadows and lighting, cubic mapped reflections, and high resolution textures. The Havok engine with ragdoll physics is used to enhance the interactivity with the game world: objects can be moved and destroyed, physically responding to the actions of the player character and opponents.

A new feature in the sequel is the possibility to use secondary weapons alongside regulars guns, namely melee strikes, grenades and Molotov cocktails. Certain characters will join Max and fight on his side from time to time. The player also controls Mona Sax during a few stages. The Bullet Time feature from the previous game has been upgraded to version 2.0, in which Max's speed in bullet time increases as he gets more kills consecutively.

During the first playthrough the game only offers one difficulty level. If the player struggles to succeed, the game will automatically lower the difficulty, reducing the effectiveness of enemy fire and increasing the amount of painkillers. Additional difficulty levels are unlocked when the player completes the game, as well as two new modes: New York Minute and Dead Man Walking. The first awards the player with a score for completing a level as quickly as possible, while the second has Max fighting endlessly respawning enemies.


  • 英雄本色2:马克思配恩之秋 - Simplified Chinese spelling

Groups +




See any errors or missing info for this game?

You can submit a correction, contribute trivia, add to a game group, add a related site or alternate title.

Credits (Windows version)

324 People (272 developers, 52 thanks) · View all

Project Lead
Lead Game Design
Written By
Game Programming Lead
Technology Programming Lead
Graphic Design Lead
Art Direction
Additional Programming
Level Design - Gameplay
Level Design - Art
Additional Level Design
Character Animation
Texture Art
[ full credits ]



Average score: 86% (based on 59 ratings)


Average score: 4.0 out of 5 (based on 256 ratings with 12 reviews)

Max is back and even more maudlin!

The Good
Remedy has successfully pulled off an unlikely game. This game plays like a game, but looks and feels like a movie. The characters are detailed and unique, contributing to a fully developed story. There are no points of the game that feel contrived; it’s all very tightly integrated in to the experience.

The graphic update from the original is subtle but very effective. The fact that you can knock items over is more of a novelty. The rag doll physics are entrancing to watch. You can see a goon fall off a ledge and land, while twirling in slow motion. If you have a DirectX 9 compliant video card, you can see numerous realistic lighting effects. Particularly interesting is the way the shading of the figures change as the figure moves in and out of light zones.

The developers strived to create a realistic looking environment. With countless textures and well-placed ambient sounds, it is truly immersive. The grit on the walls, the graffiti, the busted floor tiles and the wood grain of varnished furniture, amazing. As for the sound, turn on the EAX sound feature if your PC has it. You’ll thank me later.

The voice overs were very well done. Unlike most games, I tended to forget that I’m listening to a guy sitting in a recording studio. The game was scored like a movie. The style really worked for the game. It even had a surprisingly beautiful ending theme written by Sam Jarvi and performed by Poets of the Fall.

The game play. Bullet time is back, and better than ever. You can aim in real time while sliding through in slow motion. It’s never tiring, watching Max Payne leap out in slow motion and aerially assault goons. The ammo is plentiful and the bad guys fall with such force. They made one particular improvement that I appreciate. You can take the bad guys out in more than one way. Explosive barrels and gas cans are strategically placed so you can fire a couple well-aimed shots and take out a room full of mercenaries. I admit to taking a sick little joy as I see armored bad guys literally blown over to the other side of the room.

There was a minor element of puzzle solving and looking for alternative ways of getting around a situation. A nice change of pace in the game.

The story is actually pretty good. It has 2 lead mobster characters. Cognitti returns from the original, sounding even more like Joe Pesci. Vladimier Lhem also returns, playing a charismatic ex-gun runner, who has brought a reluctant Max Payne in to his plans. Baseball Bat boy makes an unusual cameo.

The ending was a bittersweet surprise. In all the years I’ve played computer games, this is the first time I’ve seen a game end on a note of redemption.

The Bad
It was too short. Small parts of the music were a little distracting. Not as linear as the first, but there was room for improvement.

And the load times. Gaahh.

The Bottom Line
Play it for an experience.

Windows · by Scott Monster (985) · 2004

More Payne...

The Good
In 2001 Remedy Entertainment gave us Max Payne. A story about a man who was committed of a crime he did not commit, and thus sends sweet vengeance upon the entire New York crime syndicate.

Now a couple of years on the Fall of Max Payne continues this story. Is this just a classy revamp of what we've already seen or a bit more?

STORY Taking straight off from where Max Payne 1 left off - we continue the story of Max Payne. Just fresh from managing to get away with killing pretty much the whole of the New York underground - Max has left the DEA and has joined back with the NYPD.

While investigating a strange group of cleaners - Max runs into a problem - Mona Sax.

While this story purposely takes off many film Noir ideas and themes - it's still quite well done - it flows on smoothly and it's quite engaging.

MENU Very much the same as the last Max Payne - a image of Max and Mona against some rainy backdrop that has had many photoshop filters slapped onto it. Even the loading bar is the same - have I been here before?

CONTROLS Well - they're exactly the same as from the first game. Left Mb you fire, Right Mb for the very funky bullet time WASD for moving and so on. The only little difference is that grenades, melee weapons and molo cocktails are now on a sub class of their own - meaning you just need to select what one you want - then hit F to throw them. I would have preferred a separate key for melee - as it's so fun whacking things.

GRAPHICS Running on a Geforce 2 TI - I had visions of trying to play the Max Payne 1 demo on my aging Celeron 400 with the TNT 2 (it actually ran) But no - what ever stunning optimization tricks the developers used - they used very well. I experienced very little slowdown in the game with everything (bar shadows) on full. I was unable to check out the pretty pixel shaders ...but still.

The texturing along deserves to win an award - I have never seen our world represented in a hyperrealistic way as this game has presented it - it was very scary. Also things like plastic has been very well textured. On a higher system I'd imagine the textures would be a bit better. But nevertheless I was constantly blown away by their very well done application of textures for the game.

The game character models have been greatly improved. No longer does Max look like he's got a hot poker shoved up his arse - but he looks far more realistic. So does other characters - like Mona - who at times bears a passing resemblance to Demmi Moore. Other game characters turned out to be well done - even the henchmen and goons that you fight - while their polycount is lower - they still have plenty of detail on them.

Misc things like bullets and bullet holes are well done - a nice thing to note is firing into metal things - the holes glow orange then slowly fade from the bullet cooling down. Explosions are pretty :D And there's some stunning flame effects in the game. A good example of a pretty explosion is shooting Ammo crates - little bullets fire out everywhere - and there's lots of white flashes as well as a strobe effect for the lighting used in the action - it's very cool. Especially in Bullet time.

HAVOK 2.0 Well the physics engine in this game is worth half the price of admission. It's very well done. Games like Detestation used Havoc - but very poorly - things didn't move about realistically - you would have boxes that would slide through other boxes ....and things like heavy metal barrels would just shoot across the room - so I was a bit curious to see how this would work out.

It worked out better than I could think of. Each level is filled with tons of things to toy with - buckets of paint, planks of wood, explosive barrels and many more things that are fun to play with. My only concern that some things are a bit too easily to topple over - like chairs - you just have to walk into one and it falls over a bit too soon. Rag doll physics are very well done - unlike most other ragdoll attempts - like Ravenshield for example where people died in amusing pretzel positions - the developers had remembered that the human body DOES have a spine in their back. While there's a few weird arm positioning from a person being weirdly draped over various objects - generally it's very well done. The best pose I've seen was a guy who's head was pushed up against a plank of wood - shoving it to the side - giving it a very broken neck appearance.

Animations are very well done - as there's a fair bit of in-game character movement - all appear to be motion captured and shift flawlessly from one pose to another - even with a character in the middle of a dive getting shot seamlessly blends from his dive animation - to the ragdoll taking over and sending them into something.

GAMEPLAY Short version: more of the same. Long version: While the core game play is still there - run and gun in slow mo - this has been expanded on quite a bit. The enemies are a tad smarter and in numbers tend to flank you - if they're not caught by surprise. Bullet time has been given a bit of an upgrade. After shooting so many people down in Bullet time - Max does this Matrix ish slow motion reload spinny thing as well as the camera spinning around him indicating that you've entered "the zone" where things get slower. The downside is that you hardly get enough bad guys to really use this - plus it wears off after a while meaning you have to kill MORE people.

Now and then in some levels you get NPCs to join you. In one level this included a Akimbo Pistol packing Hobo and a Hooker. In some levels you have to protect people. Including one of the main villains who is trapped in a giant Baseball bat boy costume with a bomb stuck in it. Switching genders you also play as Mona - taking an alternate view on a game level and protecting Max with your sniper rifle.

Getting around the levels is a piece of cake - there were probably a few little bits where I had to stop a bit and work out where to go....but most of the time it's very linear. There's some great levels though - like the fun house level for instance and It's hard to find faults in a game like Max Payne 2.

And while the game play is repetitive -there's many little things that make it more detailed - like the goons having conversations, the constantly reoccurring end credit,s found on CDs in Max's apartment and is played on a piano by henchmen. Also the TV shows reappear, and you can follow the story. The two more prominent ones are "Lords and Ladies" - a Soap opera and "Address Unknown" Also right at the start there's the malarious Max Payne Parody "Dick Justice" - which parodies the start scene from Max Payne 1 where his wife gets killed. There are amusing conversations throughout the game as well - giving it a bit more depth than the first game.

And when you've done the game - there's the dead man walking game - where you must get the best time in a series of levels where guards constantly spawn.

The comic books make a reappearance again - but this time with professional actors for a change. Sam Lake still appears on the TV as various characters in the TV shows. Also the mature tone is upped a bit with a sloshing of sexual actions - well it is a love story.

The Bad
The biggest one would have to be - that it's short. Cut out the comic book parts, and the in game cinematic and would probably stop at 8 or so hours...but that's a good thing in a way - the game's length is just right I suppose - there's no filler - it does not end too suddenly and the story is whole and complete.

A friend commented that you get too much of an arsenal at the start of the game - which is true - but I don't really see that being a problem.

Another problem with MP2 is probably that it's suffering a bit from re playability - sure the levels are kick-arse - and I'm enjoying playing through them again - but there's not much else to do in the game.

The Bottom Line
If you're a fan of the first Max Payne - then you'll love this game. If you have not played the first game - then you might feel a bit lost with some aspects of the story. On top of all that - Max Payne is a very well done game in my opinion - it may be short - but it's not lacking substance, depth and fun.

Windows · by Sam Hardy (80) · 2004

The fall of Max Payne, indeed.

The Good
The first thing they do is ridicule the first game, as if to say that the game is real serious now, honest, we're going to keep the humor tightly packed into these TV sets. Which is true, unfortunately. The "constipated grin stuck to my face," as the TV calls it, is gone from Max; he's undergone plastic surgery to resemble Harrison Ford. As if anything was ever improved by involving Harrison Ford with it.

Payne 2 wants to be a "film noir love story," yet not enough attention is given to developing the story, in or out of the action. At least the unashamedly two-dimensional story of the first game did the job; here, the feeling that the shooting is just more of the same is amplified by the bumbling attempt to craft a real story like wot they have in the movies, man.

More things are now told with longer in-game cutscenes, which lack the attitude and style of the comic book panels; relegated to playing second violin, the graphic novel stumbles and feels more bolted-on than a feature of the game.

The Trainspotting-style establishing characters with a freeze-frame, zoom and name tag doesn't work either, probably because most of the time they introduce a character who will then promptly get shot before a minute has passed, or say hello goodbye. Or first the one and then the other. Though not the other and then the first- um, you get the picture.

The Bad
The fatal flaw is the modification to bullet time: Now it only gives you a slight slowdown, not enough to be useful for much. Killing a lot of people quickly will make the hourglass turn yellow and give you the slow-motion you're used to, as well as faster reloading, but this is fun only when you get to take on a large crowd of thugs with a sawed-off shotgun; it makes everything else dreary.

Diving through a door with Ingrams used to be great, but now it'll get you shot three times out of four, as Max doesn't automatically stand up; you have to release the fire button for a second. I mean, what's this, I have to release the trigger and think for a second in a shoot'em-up, now? Where's the fun in that?

Adding insult to injury, the manual talks about how bullet-time 2.0 urges you to press forward, but the level design doesn't really take it into consideration, rarely giving you more than three enemies at a time and a lot of empty space between groups. Meaning you find yourself running around with an hourglass all yellow and no one to kill far too often. Maybe it could have worked if more slowdown was awarded for shooting someone at close range, or something: As it is, it's a feature that obviously wasn't given enough consideration or playtesting, giving the game a rushed feel. Damn this technology that goes out of fashion after half a year.

The rarity of really slow motion also means you seldom get to see the bullets flying; gone is the fun of diving forward and seeing the shotgun pellets graze Max's head. It's most noticeable when you're looking through the scope of the MP5, and there it looks plain ridiculous, as the back of a bullet is the graphically least interesting part of it.

Max himself is far less interesting in his version 2.0; while you could hardly argue that he at any time had a full set of dimensions, here he seems reduced from a cardboard cut-out to a non-person. You get to see his home and the police station he works at, but he doesn't really seem to be there, somehow.

The more interesting person in the game is his femme fatale Mona Sax, who sleeps in a heap of ammunition round the back of a derelict fun fair. Now that's my kinda girl. You get to play her a couple of times, yet this seems intrusive and less fun, even though she has Max's full set of moves and the same damage resistance. And you get to do a lot of sharpshooting with her, which is usually my favorite thing in these games.

Perhaps it's that she's supposed to be a professional assassin, and when you fail to snipe people effectively several times before you get the hang of it, it compromises her believability. Or maybe I just have trouble perceiving a woman's voice as coming from inside my head - it's not for nothing that voiceovers tend to be so deep as if to emanate from inside your skull.

There are on the whole fewer gritty street environments; especially the half-constructed office building is just too samey. Maybe it could have worked if fighting left more blood stains and such, making it graphically interesting, but "ragdoll" is only too descriptive of the game's handling of bodies. In the first game, the bloodlessness and stereotyped way thugs went flying away from an explosion - it felt like a homage to Hong Kong action, something that Payne 2's ragdoll system takes away with its pretensions of realism.

The Bottom Line
I suppose it does the job, barely, of satisfying Max Payne cravings. Just don't expect the full flavor.

Windows · by Ola Sverre Bauge (237) · 2004

[ View all 12 player reviews ]


Subject By Date
Need help with retarded ending Indra was here (20633) Jan 29th, 2011
Please help to Max Payne Movie! Marex (40) Nov 12th, 2007


1001 Video Games

Max Payne 2: The Fall of Max Payne appears in the book 1001 Video Games You Must Play Before You Die by General Editor Tony Mott.

Max Payne

Max Payne looks very different in comparison to the predecessor because this time a professional actor, Timothy Gibbs' was used as Payne's face instead of writer Sami Järvi.


  • Towards the end of the game, one of the police officers quotes one of Max's first lines from the first game; "They are all dead." In both instances, the police are arriving after the situation has been resolved.
  • If you listen to the messages on Vinnie Gognitti's answering machine, you'll hear a threat from the "God Father." Someone did a an impression of the late Marlon Brando.
  • First time Max walks around the police HQ, there are two cops in basement garage. The cops are modeled and named after 3D Realms leads and co-founders George Broussard and Scott Miller. Pay attention to their dialogue; it makes fun out of the long production time of Duke Nukem Forever, ending with 3D Realms' legendary release date slogan ("When it's done!").
  • In the level "Dearest of All My Friends", Max and Vinnie escape in a delivery van which has the word "Deliverator" written on its side. According to Joe Siegler, it's a reference to Remedy's earlier racing game Death Rally, where "Deliverator" is the most powerful car in the game.

References to the game

May Payne 2: The Fall of Max Payne was parodied in an episode of "Die Redaktion" (The Editorial Team), a monthly comedy video produced by the German gaming magazine GameStar. It was published on the DVD of issue 06/2007.


  • 4Players
    • 2003 – Best PC Story of the Year
    • 2003 – Best PC Graphics of the Year
    • 2003 – Best PC Successor of the Year
  • GameSpy
    • 2003 – #8 PC Game of the Year
  • GameStar (Germany)
    • February 13, 2004 - Best PC Action Game in 2003 (Readers' Vote)
    • Issue 12/2008 - One of the "10 Coolest Levels" (For "A Linear Sequence of Scares". It is the highlight of the game because it is very different from the rest of the game, represents a silly image of Max' soul and offers many surprising script sequences.)

Information also contributed by Jason Musgrave, Jouni Lahtinen and Scott Monster

Related Games

Max Payne
Released 2003 on Game Boy Advance
Max Payne
Released 2001 on Windows, PlayStation 2, Xbox...
Max Payne: Bundle
Released 2008 on Windows
Max Payne 3
Released 2012 on Xbox 360, Windows, 2013 on Macintosh...
Max Payne Complete
Released 2013 on Windows
Max Payne 3: Special Edition
Released 2012 on Xbox 360, PlayStation 3, Windows
Max Payne 3: Rockstar Pass
Released 2012 on PlayStation 3, Xbox 360, Windows
Max Payne 3: Complete Edition
Released 2013 on Windows, 2015 on PlayStation 3
Max Payne 3: Pill Bottle Item
Released 2012 on Xbox 360, PlayStation 3, Windows

Related Sites +

Identifiers +


Are you familiar with this game? Help document and preserve this entry in video game history!

Contributors to this Entry

Game added by kbmb.

Xbox, PlayStation 2 added by Corn Popper. Xbox 360 added by karttu. Xbox One, Xbox Series added by Eufemiano Bullanga.

Additional contributors: Xantheous, Unicorn Lynx, Jeanne, Slug Camargo, Daniel Albu, Havoc Crow, Patrick Bregger, FatherJack.

Game added October 25th, 2003. Last modified October 10th, 2023.