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Max Payne 2: The Fall of Max Payne
Developer(s)	Remedy Entertainment (WIN) Rockstar Vienna (Xbox, PS2)
Publisher(s)	Rockstar Games
Engine	MAX-FX 2.0 (PC) RenderWare (PS2 & Xbox)
Version	1.01
Released	October 15, 2003 (WIN) November 25, 2003 (Xbox) December 2, 2003 (PS2)
Genre	Third-person shooter
Mode(s)	Single player
Ratings	ESRB: M BBFC: 15 USK: 18+ PEGI: 18+ OFLC: MA15+
Platform(s)	Windows, Xbox, PlayStation 2
Media	2 or 3 CD-ROMs (WIN) 1 DVD (Xbox, PS2)
System requirements	Windows 1.0 GHz CPU, 256 MB RAM, 32 MB video card RAM, DirectX 9.0, Windows 98 (WIN)
Input methods	Windows Keyboard and mouse

Max Payne 2: The Fall of Max Payne is a third-person shooter developed by Remedy Entertainment for Windows, Xbox, and PlayStation 2 systems. Max Payne 2 continues the story of Max Payne, a fugitive undercover cop framed for murder in New York City. The game, like its predecessor, borrows heavily from film noir mood and techniques, from stylistic cinematography, use of effects such as bullet-time (slow motion), to graphic novel style cutscenes and narration. The Fall of Max Payne was published by Rockstar Games and the Windows version was released on October 15, 2003 with console versions following later. Despite critical acclaim and an enthusiastic fanbase, the game was met with lackluster sales upon its debut. Many fans have predicted that this was due to lack of commercial advertising for the game up until its release.^{[citation needed]}

Contents 1 Characters 1.1 Overview 1.2 Modelling and voice 2 Plot summary 3 Gameplay 3.1 Bullet time 3.2 Enemies 3.3 Weapons 4 Differences with Max Payne 4.1 Graphics 4.2 Bullet-time 4.3 Physics 4.4 Soundtrack 5 Sequels 6 References 7 External links

• Max Payne - Max Payne is the main character, a detective working for the NYPD,[formally DEA] to which he was transferred after all the incidents in the first game. After meeting Mona Sax in a warehouse, he is assigned to find out who is behind the Squeaky Cleaning Company, a group of shadowy assassins. Max's partner is Detective Winterson, who is meanwhile assigned to solve a murder case involving a Senator. Her case suspect is Mona Sax; for an unsaid reason, Mona is helping Max to find out who is trying to kill him. In critical and commercial circles, Max Payne has been cited as an exceptionally developed video game character, with his behaviour encompassing the exaggerated action of his situation and developing with it.^[1]

• Mona Sax - Mona, a character from the previous game, and the tragic love interest of Max in this game, is the suspect in the murder of Senator Sebastian Gate, an investigation assigned to Detective Valerie Winterson, Max's new partner. After Max stumbles on Mona during a case he aids her repeatedly instead of turning her over to the police, though he is repeatedly warned. Together, Max and Mona discover a gang war within New York's criminal underground, apparently instigated by Vinnie Gognitti over the black market gun trade. Mona teams up with Max at various points in the game and is a playable character for four missions. She is later revealed to be hired by Alfred Woden to kill Max, but due to her feelings for Max, she cannot do so. She is later shot by Vladimir Lem and dies in Max's arms (or survives, depending on the difficulty level).

• Vladimir "Vlad" Lem - Vlad is the main villain who opposes Max. At first Max is a friend of Vlad's, even saving Vlad from Vinnie during a raid on his new restaurant, Vodka. However after visiting Alfred Woden, Max finds out Vlad is the leader of the Cleaners and is trying to kill him. Max then spends the rest of the game trying to find and kill Vlad. Eventually, Vlad meets Max at Woden's mansion. At the end of the game, Vlad is killed by Max in a firefight between the two. He was a member of the Inner Circle and Woden's one-time apprentice before breaking away into his own faction. His catchphrase is "Dearest of all my friends. .. ", which he sarcastically uses upon nearly everyone, including his enemies.

• Vincent "Vinnie" Gognitti - Vinnie Gognitti is the leader of the mobsters and Vlad's rival. Max encounters Vinnie at Vlad's restaurant[His first encounter being in a hotel in the first game] in which Vinnie has staged an attack and is trying to kill Vlad. Later in the game, Max bumps into Vinnie finding him trapped in a Captain Baseballbat Boy (a cartoon character in the Max Payne series) costume in which Vlad has placed a bomb that will go off if Vinnie tries to get out of the costume. Having both been tricked by Vlad, Max and Vinnie make a truce, and Max protects Vinnie while Vlad's men try to kill them. Eventually, they escape to the abandoned theme park to find Mona, but instead find Vlad with the detonator in hand. Vlad shoots Max in the head and detonates the bomb inside the costume, killing Vinnie.

• Alfred Woden - Woden is a leader of the Inner Circle, an elderly criminal mastermind dying of cancer. He hired Mona to kill Max. Vlad, a former protege of Woden, intends to kill him to take over the organisation. Max, Vlad and Mona all arrive at his mansion while he is safe in his panic room. After Vlad shoots Mona, Woden emerges from the hideout, apparently motivated by his conscience, apologizes to Max, and attempts to attack Vlad, but is killed.

• Detective Valerie Winterson - Winterson is Max's co-worker and partner, and mother of a blind son. She has an affair with Vlad, but hides it and later agrees to kill Max and Mona for Vlad. However, while attempting to so, she is gunned down by Max. Just before fainting, she manages to shoot him. She dies shortly after arriving at the hospital.

• Jim Bravura - Lieutenant Jim Bravura is Max's boss and former deputy chief of police (he arrested Max during the end of the first game). Being fed up with Max's cooperation with Mona and interrupting Winterson's case, he assigns Max to a desk job. When Max is attempting to escape the hospital, he finds Bravura in the lobby. Bravura suspects that Max killed Winterson and tells Max to stay out. While he is talking to Max, the Cleaners open fire, hitting Bravura several times. If Max turns on the TV in Woden's office, a news report will confirm that Bravura has survived the attack.

• The Cleaners - This shadowy organization eludes detection because they dispose of all evidence of their crimes: bullet casings, bodies, and blood. Max first encounters the Cleaners in the warehouse, where they kill Annie Finn, a gunsmith working for Vlad. Soon the Cleaners attack Max at his home and then the hospital, and also fight him at an abandoned demolition site when Max infiltrates it.

• Max Payne was modeled after Timothy Gibbs, and voiced by James McCaffrey
• Mona Sax was modeled after Kathy Tong and voiced by Wendy Hoopes
• Vladimir Lem was modeled after Peter Giles and voiced by Jonathan Davis
• Vinnie Gognitti was modeled after Stephen Gregory and voiced by Fred Berman
• Jim Bravura was modeled after Michael Arkin and voiced by Vince Viverito
• Valerie Winterson was modeled after Andrea Leigh and voiced by Jennifer Server
• Alfred Woden was modeled after Edward James Hyland and voiced by John Braden

After his two-night killing spree in the first game, all charges against Max were dropped with the intervention of Senator Alfred Woden, per their agreement with the Inner Circle, aided by the mitigating factors of Max wiping out a sizeable amount of criminal organizations. In the two years since, Max (voiced by James McCaffrey) has left the DEA and returned to the NYPD as a homicide detective. During a seemingly routine murder investigation, Max discovers the 'Cleaners', a group of killers masquerading as a janitorial company to remove all evidence of their contract killings. During the ensuing shootout, Max briefly comes face-to-face with Mona Sax (voiced by Wendy Hoopes), a woman presumed dead from the first game. With Mona's reappearance comes the unsettling reminder of events he attempted long ago to bury, stemming from the drug Valkyr, the death of his wife and daughter, the Inner Circle, and his latent and uncomfortable feelings for Mona.

Upon returning to the station, Max eavesdrops on a phone conversation with his new NYPD partner, Detective Valerie Winterson, whom he suspects may be involved with hunting down Mona Sax. Moments later, the police station is attacked by people bent on killing Mona. After a series of chases to get to the bottom of the entire plot, Max ends up in a construction site. Mona helps him fight a series of battles, and the player gets to control her for a time while the AI controls Max whom the player has to defend.

Detective Winterson arrives and holds Mona at gunpoint; Mona says that Winterson is there to kill her. Max struggles with the dilemma, finally shooting Winterson and telling Mona to run. Assuming Winterson is dead, Max turns his back on her, but the fallen detective manages to shoot Max twice in the back which leads to the hospital scene where the player starts the game at before Max has his flashback. As Max and Mona fight for survival and answers, they discover that Vladimir Lem is behind the Cleaners' actions. Although Lem claims that he has given up crime to run a legitimate restaurant, he secretly controls the Russian Mafia in New York. He employs the Cleaners to destroy his competitors, including rival mob capo Vinnie Gognitti. When the Cleaners fail to eliminate Gognitti, Lem takes matters into his own hands and tricks Vinnie into donning an outfit of his favorite cartoon character, Captain Baseball Bat Boy. The oversized head of the outfit is rigged with a bomb that will explode if the head is removed; although Max protects Vinnie against waves of assassins, they are both captured upon attempting to locate Mona again.

Lem taunts Max, and reveals that Lem and Woden are both members of the Inner Circle, which Lem intends to seize control of following Horne's death. He also reveals Mona as a hired gun for Woden, with orders to kill both Lem and Max. Lem also accuses Woden of sending Horne's Valhalla files to the DA, an act which prompted Horne to kill Max's wife and daughter. Vlad shoots Max as revenge for killing Winterson, Lem's mistress, lodging a bullet in his head, before Lem kills Gognitti with a bomb and sets the hideout ablaze. As Lem leaves Max to die in the ensuing fire, Mona appears and rescues him. The two travel to Alfred Woden's manor to save him from Vlad, who intends to kill Woden and seize control of the Inner Circle. As they reach Woden's 'panic room', Mona confesses that her feelings for Max have restrained her from killing him. Suddenly Lem appears and shoots Mona, as Woden emerges from his sanctuary, using the opportunity to apologise to Max before lunging at Vlad, who shoots Woden. During the ensuing struggle, bombs placed throughout the manor are detonated, and Max chases Lem through the burning, collapsing mansion. Finally cornering Vlad above the sprawling main room of the mansion, Max dislodges the platform and mortally wounds Lem, who plunges to his death aboard the platform. As police arrive at the scene, Max returns to Mona, who dies in his arms. On the hardest difficulty setting, she survives. In either ending, Max finally finds some solace to his torment.

The second game again revolves around the bullet time, but the concept is more worked out. When Max shoots his enemies, his slow motion bar becomes a pale yellow. The darker the yellow, the slower time flows, with the exception of Max, who is in "normal" slow motion. Max is more durable now, and except for bosses (of which there are only two; other new challenges include the protection of other characters), the enemies tend to be weaker.

The A.I. is improved, and enemies will team up, or stay behind a door, waiting for you to jump through. If a grenade is thrown, the enemies will run away rather than stand around and wait for it to explode. Also, the ragdoll system is a major improvement. A dead enemy never dies the same way twice. Shots to the body affect the way the body falls. Headshots now instantly kill an enemy, making the Desert Eagle a more effective weapon. As it is, the Desert Eagle can now be dual-wielded, when previously it could not.

Max's arsenal is also expanded. Some of the weapons from the predecessor are removed as new ones are added. A secondary weapon menu is also added, giving the player the option to use a melee attack, grenades, or molotov cocktails in addition to their firearm. In the predecessor, grenades and molotov cocktails were primary weapons, making them more dangerous and less effective for use. However, the addition of a secondary weapon option made these more viable choices.

Max Payne 2 features a massive graphical upgrade over that of the original game, including higher resolution textures, high polygon count models, and a facial animation system. Shader 1.1 effects have been implemented, in reflections and high detail shadows. In the original game, the characters' model only had several static facial expression that would snap from one to the other in an instant. Max Payne 2 makes fun of this and other elements of the original game in an in-game TV show in which the narrator, Dick Justice, says "I had a permanent constipated grimace on my face". The facial animation system allows for a multitude of facial expressions, so this is no longer an issue.

In the original game, most of the cast were played by the game's programmers and their friends. Professional actors were used in the sequel's still-photo cutscenes . For example, in the original game the character of Max Payne was modeled after game designer Sam Lake. For Max Payne 2, however, Remedy instead used actor Timothy Gibbs as the model for Max Payne. The voice of Max Payne was again provided by actor James McCaffrey. The face and body of Mona Sax was based on that of a professional model, Kathy Tong.

Max Payne 2 introduced 'Bullet-time 2.0'. Whereas the Bullet-time effect merely slowed down time in the original game, in this one it also can increase Max's movement speed, firing rate and re-load speed. Bullet-time does not initially slow time as much as it did in Max Payne, but the player can increase its effects by killing enemies while in bullet-time, to the point where Max is able to move and fire at normal speeds while the world around him is barely moving. Some fans complain that the new bullet-time is not a simulation of heightened reflexes as it was in the original Max Payne, but has become more of a Matrix-style super-power.^{[citation needed]}.

Bullet-time in Max Payne 2 is not as scarce a resource as it was in the original, because it regenerates over time instead of only when the player kills an enemy. Additionally, shoot-dodges no longer cost any bullet-time at all to perform.

Max can now reload during bullet-time, doing a special rotating 360 degree turn that takes less time than a normal reload.

One of the most notable improvements to Max Payne 2 over the original is the inclusion of so-called "Havok physics." Max Payne 2 is one of the first games to use the Havok physics engine 1.0, enabling sophisticated collision handling for ragdolls and rigid bodies, making interactions between the player and various objects feel more authentic. Most loose objects in Max Payne 2 have their own weight and mass and can be manipulated or knocked around. Ragdoll physics allows dead bodies to interact realistically with the world geometry and contort into realistic positions. In addition, an enemy body will fall in different positions varying on where and how rapidly the player shoots them.

The Fall of Max Payne features a single titled "Late Goodbye" from the Finnish rock group Poets of the Fall. The song is based on a poem written by Sam Lake.^[2]It plays during the game's end credits, and several characters in the game also sing or hum snippets of the song to themselves during the game. One character, a "cleaner", is even seen playing a piano version of a part of the song during the game.

The game generally does not have any music for most of the action sequences, although there are a few major musical themes that play during cutscenes or particularly intense shootouts. Major themes include a slower variation of the original Max Payne theme, a new action/love theme for cooperative firefights with Max and Mona, and finally a new version of the "nightmare" theme for nightmares and scenes involving the game's main villain.

The cello in the main theme of Max Payne 2 was performed by Perttu Kivilaakso, one of the cello players from the cello rock group Apocalyptica^[3].

See also: Max Payne#Sequels and spin-off

The end credits of the game hint at a sequel, which at one time was officially announced by the developer. However, there have been no further announcements for several years, and the game is not known to have even started production.

• Max Payne 2 - official web site
• Max Payne 2: The Fall of Max Payne at MobyGames
• Max Payne 2: The Fall of Max Payne (2003) at the Internet Movie Database
• Poets of the Fall - official website
• Max Payne Theme at YouTube
• Max Payne 2 Theme (game menu capture) at YouTube