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Plot Guide by BigCow

Version: 1.0 | Updated: 03/07/05

Max Payne Series Plot FAQ 1.0
Created by:

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Please note:

This FAQ is created for recreational use only, all trademarks belong to the 
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The Max Payne titles have been a popular franchise of games, spawning ports 
to various console platforms and even custom mods for the PC. Max Payne 2 in 
particular has been a popular title, but left many gamers confused as to the 
plot and purpose of some of the events. This FAQ is an attempt to clear up 
some of the confusion about the series.

Spoilers exist at all parts of the guide, so if you aren't prepared to read 
them, cease now or forever hold your peace.

This FAQ is divided into several parts, a complete timeline at the beginning 
summarizing the events surrounding both games, and a detailed analysis of the 
characters and plot of both games.


Table of Contents

0. Complete Timeline
I. Max Payne
  A. Characters
  B. Plot
  C. Memorable quotes
II. Max Payne 2
  A. Characters
  B. Plot
  C. Memorable quotes
  D. Easter eggs/trivia


0. Complete Timeline:

Summary of the events up to and including Max Payne 2.

1991: Project Valhalla is founded by Nichole Horne, and the drug Valkyr is 
developed to improve the stamina and morale of soldiers. It's implied that 
the Gulf War syndrome is related to the army's tests of the drug.

1995: Project Valhalla is cancelled because the results are unsatisfactory. 
Nichole Horne continues the sick experiment without official government 
sanction. Alfred Woden and some of the key Inner Circle members leave the 

3 years before Max Payne 1:

Alfred Woden sends the folder on Project Valhalla to the D.A.'s office to 
frighten Horne and possibly the D.A. too. Michelle Payne receives the file 
and doesn't know what to make of it. Horne cleans up the leak by sending out 
some of her Valkyr test subjects to kill Michelle. NYPD cop Max Payne 
arrives too late to save her.

In between~

Nicole Horne grows in power and influence, buys up most of the city. She 
founds Aesir corporation, and watches her stock go through the roof. She 
makes a deal with the mob to sell Valkyr and has a lot of control over the 
Punchinello family. The Inner Circle works against her behind the shadows 
involving such members as Vladimir Lem, but their hands are tied. Max joins
the DEA with Alex Balder to try to crack the case around the designer drug 

2 months before Max Payne 1:

Max Payne and his partner Alex Balder receive a tip that a mob boss named 
Jack Lupino working for the Punchinello crime family is trafficking in 
Valkyr. Max Payne goes undercover, Alex Balder and B.B. are his only 

Max Payne 1:

Major events:
-Alex Balder is betrayed by B.B. and killed in front of Max
-Max Payne is framed for murder and hunted by the NYPD and Chief Jim Bravura
-Max Payne hunts Jack Lupino, uses Vinnie Gognitti for information to find 
-Max Payne kills Jack Lupino, only to find out that he's barely scratched the 
surface of the conspiracy, Mona Sax tells him to go for the Punchinello 
-Max Payne makes a deal with Vladimir Lem to assist him in exchange for help 
against Don Punchinello.
-Max Payne and Mona hit the Punchinello house. Mona's twin sister, Lisa 
Punchinello is found killed by the Don. Nicole Horne's men kill the Don.
-Max Payne finds out about Project Valhalla, Valkyr, and Nicole Horne in an 
underground military base
-Max Payne finds out about B.B.'s betrayal and kills him
-Alfred Woden and the Inner Circle reveal themselves, offer Max the chance to 
get rid of his enemy and wipe the slate clean for him. Nicole Horne's men 
kill everyone but Alfred as Max escapes
-Max goes to the Aesir building, runs into Mona Sax, working for Horne. Mona 
takes a bullet for him and disappears.
-Max finally fights his way to the top of the building and kills Nicole

In between games:

Fortunately Max Payne has some collateral, a sex tape Nicole Horne was using 
to blackmail Alfred Woden. Woden is able to use his influence to protect Max, 
and he gets off for everything, comes out looking like a hero. A TV show 
called "Dick Justice" is made based on his adventure, as well as a video 
game. Max leaves the DEA and rejoins the NYPD, working under Chief Jim 
Bravura and alongside Detective Winterson. The two of them work well for a 
while, including tracking down at least one serial killer.

Alfred Woden becomes a Senator and begins to lose control of the Inner 
Circle, a faction springs up led by the mobster Vladimir Lem. At some point 
Winterson decides to get over her crush on Max and starts dating Vlad. 
Vladimir founds a restaurant and pretends to go straight, but gets Kaufman 
and a group of commandos to masquerade as cleaners to do his dirty work for 
him in taking over the mob and the Inner Circle. Alfred Woden hires Mona Sax 
to help deal with his old pupil, Vladimir and the other Inner Circle 
renegades. At the start of the game the cleaners have been watching Max, 
recording him 24/7, and observing his actions so they can eliminate him if 
need be.

Max Payne 2:

Major events:

Part I:

-Vladimir and the cleaners arrange the death of Annie Hall for selling guns 
to the opposition
-Mona kills Senator Gate, an Inner Circle member allied against Woden. 
Vladimir offers Mona the chance to join him, she shoots him in the arm.
-Vinnie Gognitti sends his men to try to kill Vladimir, Max saves Vlad
-The NYPD began to hunt Mona Sax, Max stalls on letting them know he knows 
-Mona visits Max and his apartment is hit by the cleaners, he finds they've 
been watching him
-Max and Mona visit an Inner Circle member, Mr. Corcoran, but find the 
cleaners already killed him. Mona is arrested and Max is suspended

Part II:

-The cleaners bomb the NYPD to get to Mona, she escapes on her own and Max 
follows her with the help of Vlad
-After dropping Max off, Vlad sends the cleaners in after Max and Mona, Max 
hitches a ride in the back of one of their vans
-Max gets taken to a construction site, finds the cleaners hideout and ammo 
stockpile, the building gets blown up as he escapes
-Mona shows up to rescue Max and get them both out of the site
-Winterson is asked by Vlad to deal with Max and Mona, she agrees, and tells 
Max to drop his gun so she can take Mona. All three of them pull their guns, 
Max shoots Winterson. Mona runs, and Winterson shoots Max.

Part III:

-Max wakes up at the hospital to find he's killed Winterson, Chief Jim 
Bravura gets shot by the cleaner commandos, but he lives.
-Max visits Alfred Woden and finds out that Vladimir Lem was an Inner Circle 
member, and is attempting to fight a mob war with Gognitti to gain more power
-Max hits Vlad's restaurant, finds out that Winterson was dating Vlad and was 
prepared to kill both him and Mona, and that Vlad is going to kill Gognitti
-Max finds Vinnie Gognitti, who was tricked into wearing a costume with a 
bomb inside. Max helps him escape to throw a wrench into Vlad's plans.
-Vlad catches up to both of them, shoots Max in the head and blows up Vinnie 
-Mona rescues Max, Max insists on going to Woden's manor to finish the job
-Mona and Max reach Woden's panic room, Mona reveals that she was working for 
Woden, and clubs him in the back of the head. But she realizes she can't kill 
Max, she cares about him too much. Vlad shoots her in the back. Love hurts.
-Woden tries to kill Vlad, but Vlad shoots him. Max goes after him, and Vlad 
blows up the manor.
-Max hunts Vlad to the top of the manor and sends him crashing down

-Normal/Hard Difficulty: Max crawls over to Mona, she dies in his arms. The 
police pick up one survivor from the whole thing.
-Dead on Arrival Difficulty: Max crawls over to Mona, she's barely alive. The 
police find two survivors wrapped in each other's arms.


According to Max Payne 2, Nicole Horne and Alfred Woden both belonged to the 
Inner Circle, a secret Masonic group going back for generations, whereas 
according to Max Payne 1, the Inner Circle was a society largely founded in 
response to Project Valhalla and some of the sneaky government dealings. In 
order to reconcile the two, we can probably assume that Woden wasn't entirely 
honest with Max in the first game when he explained the groups' origins.


I. A. Max Payne I Characters

Major characters:

Max Payne:

Our hero, just your average Joe who's framed for murder and has everyone he 
cares about killed in front of him. Max wears a leather jacket oddly 
reminiscent of Neo from the Matrix, and a red Hawaiian type shirt in the 
front, all while sporting a constipated grimace on his face. He speaks in 
metaphors and cliches like a pulp fiction writer, and provides a somewhat 
detached monologue on the chaos around him. He approaches most situations 
with a sardonic grin and a certain twisted sense of humor, and his chief 
motivation is an unholy lust for revenge eating at his soul. What's not to 
love? He also has an uncanny knack to take insane amounts of damage and slow 
the flow of time around him, not that this is ever explained any more than 
Mario's ability to jump several times his height.

The game begins with Max looking over a skyscraper, having killed all his 
enemies, and explaining to the player everything that happened. We flash back 
three years and watch his wife and daughter die. Things go downhill from 
there as he goes undercover to fight the mob and the Aesir corporation in his 
quest for revenge. As the game's box art says, do not cross a man with 
nothing to lose. 

Max Payne is played in the graphic novel scenes by Sam Lake in the first 
game, the game's writer and creator.

Nicole Horne:

The ice queen behind it all. Bitter, acid-tongued, and ruthless. Just the 
sort of girl dad warned you about. She's the CEO of the Aesir corporation, a 
startup company quickly on the rise to the top, and is apparently responsible 
for distributing and dealing the Valkyr drug. She has dealings with the mob, 
and arranges for the death of Max's family when his wife gets a clue about 
Project Valhalla.

Alex Balder:

Max's longtime partner from the NYPD, and his sole contact when he goes 
undercover to hunt the mob. He gets plugged in the first level, cutting Max 
off from outside support and furthering his desire for revenge.


Crooked cop taking bribes from the mafia/Horne. He tries to get rid of Alex 
Balder and Max, and Max returns the favor.

Jim Bravura:

NYPD chief hunting Max Payne. So far as Max can tell he's one of the good 
guys. Spends most of the game giving interviews to the press and trying to 
catch Max.

Don Punchinello:

In the first two acts, the main villain and head of the Punchinello crime 
family. He sets up the death of Max's partner, Alex Balder. He tries to kill 
Max Payne on Horne's orders, only to have Max hunt him down and he gets 
betrayed by Horne in the end. He's also the husband of Lisa Punchinello, and 
has a reputation as a "sadistic wife-beater".

Lisa Punchinello:

The wife of the Don and the twin sister of Mona Sax. She's never featured in 
the game directly, although she apparently has an interest in tarot cards and 
predicts the death of her husband. Mona tries to rescue her but she's 
apparently beaten to death by the Don.

Mona Sax:

Hired killer who is hunting Don Punchinello for revenge on behalf of her 
sister. She drugs Max the first time she meets him, but chooses to spare him 
later. Girls are weird like that. Her finale has her getting shot and 
disappearing into an elevator.

Vladimir Lem:

Russian mobster who prefers to act like a gentleman and does things the old 
fashioned way. Doesn't like the Punchinello family or the Valkyr case, and he 
helps Max go after the Don. He tells Max he could use a professional like 

Alfred Woden:

Head of the Inner Circle, a group of ex-government men who were involved with 
Project Valhalla. Offers Max Payne the chance for revenge and to clear his 
name, if he gets rid of Nicole Horne. Max discovers he was also being 
blackmailed by Nicole Horne. Horne's men also kill off all the other Inner 
Circle members except for Woden.

Disposable Villains/minor characters: 

The Finito Brothers:

A couple of wisecracking mobsters who barely last through one cut-scene. They 
find out Max is a cop and are under orders to kill him.

Rico Muerte:

The Keyzer Soze of crooks, another killer for hire. Nicole Horne has him put 
a hit on the Mayor, presumably because the Mayor was cracking down on Valkyr. 
Max kills him before he has a chance.

Vinnie Gognitti:

A whiny mobster with all kinds of stress issues. Max cracks down on him for 
information, and lets him live, surprisingly enough.

Jack Lupino:

A mobster who dopes on Valkyr and goes crazy, also into the occult. More 
fodder for Max's guns.

Franky "The Bat" Niagra

Small time mobster who's a big fan of the Captain Baseball Bat Boy cartoon. 
Likes leaving cartoons with his victims.

Boris Dime:

Traitor to the Russian mob and Vladimir, switches sides and gets killed by 

Punchinello's Trio:

Vince Mugnaio, Pilate Providence AKA Big Brother, and Joe "Deadpan" Salem. 
Three of the Don's bodyguards, and more boss type characters for Max to drill 
with lead.

Kyra Silver:

The reporter who appears to be on every TV station talking about the outside 


I. B. Max Payne I Plot

For the sake of clarity, I'm going to attempt to explain the story of Max 
Payne in chronological order, rather than the order in which you find things 
out as a player. Yes, the plot involves a huge number of characters and is 
very complicated, so I'll try to give a summary at the end.

Part I: The American Dream

Max Payne is a detective in the NYPD, living a nice boring life free of drama 
and death. His wife works for the district attorney's office and receives a 
file on something called Project Valhalla. That night a bunch of thugs doped 
up on a designer drug called Valkyr break into Max's house and kill his wife 
and daughter. You later find out that the druggies were sent by a woman named 
Nicole Horne, to test out the drug's effects and clean up the evidence.

Max becomes an undercover agent to infiltrate the mob responsible for dealing 
Valkyr, gets a false history, and only two people know who he really is. His 
partner, Alex Balder, and B.B. another cop. He goes to investigate a back 
robbery, where some crooks are trying to still Aesir corporation bonds. Max's 
partner is killed, possibly by B.B. although we never see the killer's face. 
In any case it becomes obvious later that B.B. set them both up to be taken 
down by the mob. Max is framed for his partner's murder and the police begin 
hunting him down.

Max goes on the run from the police, tries to track down the mobsters he 
believes to be responsible for the death of his partner. A man named Alfred 
Woden calls him on a payphone and advises him to escape from the police. He 
chases down and beats up a whiny mobster named Vinnie Gognitti for 
information on how to find Jack Lupino. Max takes out Jack Lupino in an club 
called Ragnarok after some creepy voodoo goes down.

Part II: A Cold Day In Hell

After Max pounds Lupino's corpse with bullets, a woman called Mona Sax shows 
up. She reveals herself to be the twin sister of Lisa Punchinello. Lisa is 
the wife of Don Punchinello, head of a major mafia crime family. She's a 
professional killer with a vendetta against the Don for what he's done to her 
sister. She slips Max a mickey and knocks him out for long enough for the 
mobsters to catch up with him. Tough break.

Max breaks loose, and meets up with Vladimir Lem. Vladimir is a Russian 
mobster at war with the Punchinello family. He doesn't like the drug Valkyr 
and hates the Punchinello family. He promises to give Max all the ammo and 
help he needs if Max will give him back control of a cargo ship the Don stole 
from him. Max pulls off the job and Vlad congratulates him, offers to give 
him whatever help he needs.

Max agrees to meet up with the Don and gets ambushed in his restaurant, 
finally goes to the Don's manor himself to kill the man. He finds that Mona 
Sax has broken in already, leaving a trail of dead bodies for him to follow. 
He then finds a mutilated dead body that could either be Mona Sax or Lisa 
Punchinello, obviously killed by the Don. The stranger named Alfred Woden 
calls him again out of the blue and warns him that he is in danger, an armed 
helicopter landed on the manor grounds. A bunch of guns in suits show up, 
kill the Don, and a woman named Nicole Horne injects Max with Valkyr and 
leaves him there for the police to find.

Part III: A Bit Closer To Heaven

After a nasty nightmare, Max escapes in time to evade the police and goes to 
a military bunker where he finds information on something called Project 
Valhalla. The military had been working on designing a chemical substance to 
increase the stamina and morale of ordinary troops, and created the Valkyr 
drug. The results were unsatisfactory and the project was cancelled. Nicole 
Horne continued the project and worked on the drug without official approval. 
The project was compromised by a data leak when Max's wife found some 
information on Project Valhalla, and they had her killed by some of their 
"test subjects." Nicole Horne is also CEO of Aesir corporation, and it's 
implied that the success of the business is tied to her illegal dealings with 
the mob and the drug Valkyr.

Max runs into his old contact B.B., who has apparently been taking money from 
Nicole Horne or someone high up related to Project Valhalla. Max hunts down 
the bent cop and kills him, only to be contacted by Alfred Woden, who offers 
him a chance for revenge. Woden takes him to see the Inner Circle, who were 
all involved in work on Project Valhalla in its early stages during the Gulf 
War. He informs Max that Nicole has half the city in her pocket and the Inner 
Circle's hands are tied in dealing with her, they need Max to kill her for 
them, and they can make all the charges against him go away. A bunch of 
Nicole Horne's men show up and kill the Inner Circle members as Max makes a 
dramatic exit.

Max watches over a security monitor later as Alfred Woden picks himself up 
from the dead bodies, walking away smugly. Max figures Woden must have known 
it was coming or used it as an excuse to get out of his obligations. Max also 
comes across a tape and an extortion note. One of the hookers earlier in the 
game had mentioned in her diary that she taped herself having sex with a one-
eyed man, apparently Woden, and sold it to an old hag, apparently Nicole 
Horne. Horne evidently blackmailed Woden and the Inner Circle. Max grabs the 
tape in case he needs collateral later.

Max checks out the plans of the Aesir building Alfred Woden left for him and 
goes to finish the job himself. On the way he runs into Mona, who's 
apparently been working for Nicole Horne. Horne orders her to kill Max, but 
she refuses, and a bunch of suits show up and plug her in the head. She 
disappears behind closing elevator doors. When the doors open again, her body 
is gone.

Max chases Nicole to the top of the building, and destroys her helicopter by 
knocking a tower onto it. Jim Bravura, the head of the NYPD who's been 
hunting Max, put him in handcuffs and take him away. Max spots Alfred Woden 
among the crowd as he's taken away, smiling with the look of a winner. 
Hopefully that makes two of them.


At the end of the game we're left with Max Payne, Alfred Woden, Vladimir Lem, 
Jim Bravura, Vinnie Gognitti, and Mona Sax as the main surviving characters. 
Everyone else was killed in connection to Max's quest for revenge. 

In between games, Vladimir Lem sets up a restaurant and attempts to get a 
legitimate business. Alfred Woden survives with the remnants of the Inner 
Circle. Mona Sax returns to being a killer for hire, and Vinnie Gognitti 
apparently takes over the remnants of the Punchinello mob. Max is cleared 
with the help of Alfred Woden and goes back to work for the NYPD under Jim 
Bravura, ironically enough.


I. C. Max Payne I Memorable quotes:

In addition to all the movie connections, (The Usual Suspects, Se7en, bullet 
time, etc) here are some of the more memorable lines:

"They were all dead. The final gunshot was an exclamation mark to everything 
that had led to this point. I released my finger from the trigger, and then 
it was over."

"The cops arrived, sirens singing in the off-key harmony of a manic-
depressive choir."

"The men in blue had come and gone. They had decorated the place with chalk 
outlines and tied it together with yellow tape."

"The trick in my situation was that there was no trick, no matter what the 
movies tell you. No rules, no secret Mantra, no road map. It wasn't about how 
smart or how good you were. It was chaos and luck, and anyone who thought 
different was a fool. All you could do was hang on madly, as long and hard as 
you could."

"You are in a computer game, Max."

"The truth was a burning green crack through my brain. Weapon statistics 
hanging in the air, glimpsed out of the corner of my eye. Endless repetition 
of the act of shooting, time slowing down to show off my moves, the paranoid 
feel of someone controlling my every step. I was in a computer game. Funny as 
Hell, it was the most horrible thing I could think of."

"Just when you thought you had reached the deepest depths of horror, it
suddenly got worse. How to turn off that small voice inside your head that 
started to whipser that you should be glad... that now, if not before, your 
revenge was justifiable on any conceivable moral scale. That small voice 
proved, beyond any doubt, that I was damned."

"You piece together a jigsaw and the final picture is you finishing that same 
puzzle. A mad, green-eyed killer standing behind you. An urban legend come 

"Max Payne, face it, you're up against an unbeatable force. You have already 
lost. You have lost. Only death will set you free from your pain. Accept it. 
Surrender, give up."

"What do you mean he's unstoppable? You are superior to him in every way that 
counts. You are better trained, better equipped, you outnumber him at least 
20 to 1. Do... your... job!"


II. A. Max Payne II Characters:

Main characters:

This time around the main characters are almost entirely borrowed from the 
last game, although some of their personalities and motivations change 
significantly. Max isn't as bitter or sarcastic as before, Mona is a good 
deal more serious, Vladimir turns out to be more of a villain than anyone, 
and Gognitti transforms from a whiny middle-aged mobster to what looks like a 
whiny teenaged kid who is in over his head. Chief Jim Bravura's character 
goes absolutely nowhere as expected.

Max Payne:

The titular character is back in a familiar third person view, although his 
funky shirt has been changed for a plain white one and a detective's badge 
and tie. The role is now modeled after Timothy Gibbs instead of Sam Lake this 
time as well. Max is a little less smirking, sardonic, and sarcastic this 
time around. He's grown more serious as a character, and is more of a 
grizzled cop than a man on the run. His driving motivation this time around, 
instead of revenge, is love. 

The game begins with him waking to the revelation that he killed his partner, 
and piecing things together flashback style. The poor chump also falls in 
love with Mona Sax and tries to crack a case related to his old friends 
Vladimir Lem, Vinnie Gognitti, and Alfred Woden.

Mona Sax:

The femme fatale and counterpart to our hero. She's hired by Alfred Woden to 
get rid of the society members allied with Vladimir Lem. She's wanted by the 
police early on for the murder of Senator Gate, and she turns to Max for help 
after they both get hunted by the cleaners. She's also a playable character 
this time in a few levels, and accompanies you as an NPC under other 

Vladimir Lem:

Woah, Vlad, what happened? Last we checked he was a turtleneck wearing 
Russian with honor and morality. This time around he's a suave suit wearing 
mobster who thrives on manipulating those around him. He also turns out to be 
an Inner Circle member, pupil of Alfred Woden, and is at the center of the 
case and conspiracy Max is trying to unravel. The cleaners are his men, and 
at war with Vinnie Gognitti and his enemies within the inner circle.

Detective Winterson:

The ideal cop, does things by the book and is a model for everyone in the 
department, Max included. She turns out to be the girlfriend of Vladimir Lem, 
and promises to kill Max and Mona on his behalf. Max kills her instead.

Alfred Woden:

The one-eyed man and leader of the Inner Circle. In Max Payne 2 it's revealed 
that Nicole Horne was also involved in his secret society and apparently it 
goes a lot deeper than previously known. He's working against Vladimir Lem. 
It's also revealed that he was the one who sent the Project Valhalla file to 
the D.A's office which indirectly caused the death of Max's family. Max takes 
the news surprisingly well.

Vinnie Gognitti:

Tries to kill Vlad early on, Max stops him. Head of the mob at the moment, 
obsessive Captain Baseball Bat Boy fanatic as well. Vlad tries to get Max to 
think he is behind the cleaners, while Vlad is actually working on taking 
over his mob.

Jim Bravura:

Police Chief of the NYPD, former AA member and generally decent cop. Gets 
shot by commandos early on, although a TV program near the end reveals that 
he's in stable condition. He should be around for any sequels, assuming that 
death isn't considered a stable condition.

Disposable Villains/minor characters:

Senator Gate:

Inner circle member who shows up as a corpse early in the game, Mona is 
wanted for his murder. The details of his death are likely revealed in one of 
Max's dream sequences, where Mona utters the line: "You're nothing but a one-
armed bandit." "She made me do it" is also written on a wall in blood 
according to the police photos, although it's possible that could be related 
to another crime scene.

Mr. Corcoran:

Those Inner Circle members sure die off fast. Max and Mona go to meet with 
him, but find him already killed by the cleaners.

Annie Finn:

Vladimir's implied girlfriend, whom he apparently has killed for selling guns 
to the opposition.


Biggest let down for a villain ever. He's introduced minimally before his 
appearance, and is just another minor boss figure for Max to kill. Head of 
the cleaners.

Mike the Cowboy:

One of Vladimir's men guarding his renovated restaurant. He joins your side 
in the level where you help Vlad. If he lives he'll show up later in Vlad's 
restaurant, if he dies another mobster will take his place.

The Godfather:

One of the only people who wasn't killed by the end of our story, a mobster 
boss who informs Vinnie Gognitti that the mob is washing their hands of him.


Possibly another Inner Circle member or simply one of Woden's bodyguards, he 
meets with Vlad in the second to last level and isn't seen again.

Kyra Silver:

The perennial NYNN reporter from the last game still has her job apparently.


II. B. Max Payne II Plot:

I'm going to go easy on the flashbacks and try to tell the story in order 
once again. Suffice it to say that the game begins at the very end with Max 
at Alfred Woden's manor, then flashes back to Max at the hospital waking up 
to find Winterson dead and watching Bravura get shot, then starting at the 

Part I: The Darkness Inside

Max Payne has gotten off scot-free for his killing rampages in the last game 
thanks to Alfred Woden, he's quit the DEA and rejoined the NYPD, working as a 
detective alongside Winterson and Jim Bravura. He's an insomniac still 
running from his past when the game begins. He investigates a shooting taking 
place at a gun workshop owned by his old friend Vladimir Lem and runs into 
Mona Sax. A group of thugs masquerading as cleaners raid the place and kill 
Vlad's supposed girlfriend, Annie Finn.

(Since you later find the cleaners are working for Vlad, the most likely 
explanation was that he had Annie killed because she was dealing with the 
opposition and selling to the other side. When Annie talks to the cleaners 
she said the mob had attacked them when the cleaners arrived. It's possible 
they were actually working together, or the cleaners just didn't want to take 
any chances and keep a monopoly on the gun trade. It's also your first clue 
that the mob and the cleaners are on different sides)

Max learns that Mona is wanted for the murder of Senator Gate, but decides to 
sit on the information for a while. He heads to Vlad's restaurant Vodka, 
previously Ragnarok when it was managed by Jack Lupino. Vinnie Gognitti and 
the mobsters are trying to take Vlad out, Max shows up in time to save him, 
with the help of one of Vlad's guards named Mike the Cowboy. Max also gets 
his first clue that something is up with Vlad when he hears him talking over 
the phone to his girlfriend, who apparently knows Max as well. Vladimir also 
has an arm in a sling, from a wound he claims he picked up from a hot date 
the other night, a clue for later that Mona shot him. Vladimir claims that 
Gognitti has made a deal with someone high up and that the cleaners are 
working for him.

Mona visits Max at his apartment and tells him there's a contract out on both 
of htem. A sniper tries to hit them through the window, and Max and Mona make 
a run for it. Max calls Winterson for help but the police don't show up in 
time to do any good. Max finds evidence that the cleaners have been tracking 
his movements, recording his calls, and monitoring him day in and out. Max 
escapes from the building with the help of a drunk and a hooker. Mona 
contacts him again and tells him to go to a funhouse, while Winterson keeps 
receiving mysterious calls from her "boyfriend", Vladimir.

Max makes his way through a cardboard funhouse to find Mona, who tells him 
the Inner Circle wants them both dead. They go to a hotel to meet with Mona's 
contact in the Inner Circle, Mr. Corcoran, but find him already killed by the 
cleaners. Max kills Kaufman, the boss of the cleaners, but the police show up 
and Mona is arrested.

Part II: A Binary Choice

Max is suspended for his antics at the hotel, assigned to a desk job. Mona 
Sax is being prosecuted for the murder of Senator Gate, you learn that she 
was fighting the cleaners and uttered the line "You're nothing but a one-
armed bandit," which turns out to be in relation to Vladimir. Winterson is 
still in touch with Vladimir and informs him that Max and Mona are going to 
taking the fall for what happened, Max overhears her and begins to suspect 
Winterson. Mona tells Max she'll die if she can't escape, so Max calls Alfred 
Woden for help. A bomb goes off in the building, the cleaners break into the 
jail, Mona leaves and Max chases her.

Vladimir shows up and offers Max a ride, and Max spots the Captain Baseball 
Bot Boy costume Vladimir plans to use as a Trojan horse against Gognitti. 
Vlad drops Max off near the funhouse, and unbeknownst to Max sends the 
cleaners in after him. Max and Mona make out then fight them off, and Max 
hitches a ride in the back of one of their vans. He tells Mona where to find 
him, and no, I don't know how he was able to tell where the site was from the 
inside of the van. Max finds a stash of ammunition and body bags at the 
cleaners' hideout, but all the evidence gets blown up behind him. 

Mona shows up rescue Max, and when they are about to escape she finds out 
that the cleaners are being pulled off of the site, someone else is going to 
handle the situation. Winterson shows up to deal with Max and Mona at 
Vladimir's request, and tells Max to drop his gun so she can take them both 
in. All three of them draw their guns, and Max shoots Winterson. Mona runs 
for it, and Winterson shoots Max in the back.

Part III: Waking Up From The American Dream

Flash forward to where the game actually begins from the standpoint of the 
player. Max wakes up in the hospital after undergoing intensive surgery and 
taking a bullet, in addition to his usual dream intermission sequence and 
pining for Mona Sax, femme fatale of his dreams and nightmares. He stumbles 
around the hospital and runs into Jim Bravura, who gets shot by a commando. 
Max reaches the bottom floor and finds Winterson's body, and forces himself 
to remember all the events that lead to him killing her.

When we resume from the flashback, Max is looking at Winterson's body and 
finding a napkin from the Vodka Restaurant in his pocket, confirming his 
suspicions about her. Max goes on another fun filled killing spree and 
escapes the hospital. He goes to visit meet Alfred Woden to find out why the 
Inner Circle wants him dead. Woden informs him that he lost control of the 
circle, a renegade faction led by Vladimir Lem has pushed the society into a 
civil war. Woden mentored Vladimir as an Inner Circle member, but his pupil 
betrayed him and is trying to seize control. Max realizes Vlad was lying to 
him and manipulating him, Vlad was responsible for the cleaning commandos, so 
he goes to the Vodka restaurant for revenge.

Mike the Cowboy will be leading the defense at Vlad's restaurant if he lived, 
otherwise a nameless Russian mobster will take his place. Max fights his way 
up to Vlad's office to have his suspicions about Winterson and Vlad 
confirmed, Winterson was prepared to kill him and Mona for Vlad. He learns 
that Vlad's Trojan horse is Captain Baseball Bat Boy suit with a bomb about 
to be delivered to Vinnie Gognitti, and he decides to try to enlist the 
mobster's help to upset Vlad's plans. Max helps Gognitti escape from the mob 
war between Vinnie's men and the cleaners, only to be trapped by Vlad when he 
seeks Mona's help at the funhouse. Vladimir tells Max he's a fool, Mona was 
simply working for Woden, and Woden is the one who sent the Project Valhalla 
file to the D.A. and led to the death of Max's family. Vlad apologizes to 
Max, but he really can't leave a guy as stubborn as Max alive, and there is 
the small matter of Max killing his girlfriend.

Mona Sax arrives at the scene just too late to get a shot at Vlad, the 
Russian detonates Gognitti's costume and sets the funhouse on fire. Mona 
fights her way through the inferno to rescue Max, who's caught up in the 
middle of another nightmare. Among the revelations he experiences this time 
around is a TV showing an exchange between Mona and Vlad after the death of 
Senator Gate. He offers her the world, and she shoots him in the arm and 
utters the "one-armed bandit" line which came up in the police lineup 
earlier. There is also a replaying of a final conversation between Vinnie and 
Vlad where the Russian offers him a chance to escape his costume if he 
answers a few questions right. The latter sequence doesn't seem to match up 
to the facts precisely, but the former is most likely accurate.

When Max wakes up, he insists on finishing the job and going to Woden's manor 
to stop Vlad. Mona and Max fight their way to Woden's panic room, only to 
have Mona club him in the back of the head and inform him that she can't let 
him live, she's been working for Woden to clean up this mess. But happily for 
everyone Mona realizes she can't bring herself to shoot Max, and gets shot in 
the back by Vlad. Woden demands that Vlad stop and wrestles with him, only to 
be shot as well. Max leaps onto Vlad in a fit of rage and forces him to 
detonate a series of bombs to blow up the manor.

Max chases Vlad to the top of the manor, and sends him crashing and burning 
to the ground. What happens next depends upon your difficulty level:

Normal/Hard Difficulty: Max crawls over to Mona, she dies in his arms. The 
police pick up one survivor from the whole thing.
Dead on Arrival Difficulty: Max crawls over to Mona, she's barely alive. The 
police find two survivors wrapped in each other's arms.


At the end of the game literally every incidental character we've run across 
is dead except a bare handful. Max Payne is taken away by the police and 
paramedics, Mona Sax lives or dies depending upon your difficulty, and Jim 
Bravura is in stable condition in the hospital. The only other minor 
characters that appear to still be alive are Kyra Silver, a NYNN news 
reporter who shows up in both games; "The Godfather", a mobster boss who 
calls up Vinnie to tell him he's washing his hands of the mobster; and Clay, 
one of Woden's bodyguards or possibly an Inner Circle member himself who 
shows up in the second to last level with Vladimir and never appears again.


II. C. Max Payne II Memorable Quotes:

"I had tried to run from it, edit it out. Winterson was dead, I was a 
murderer. A false start. The hospital bed wasn't the beginning. It was past 
the point of no return, the fatal choice already made, and it would get worse 
before the end. 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."

"The rain was coming down like all the angels in heaven had decided to take a 
piss at the same time."

"I had a permanent, constipated grimace on my face. I was revenge 

"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."

"Firing a gun is a binary choice. You either pull the trigger or you don't. 
As surely as the bullet rips through the victim's flesh, organ and bone, it 
shatters the image of the man who presses the trigger."

"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 you loved ones, make sure the fire doesn't spread, try to fix it?"

"Einstein was right. Time is relative to the obvserver. 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 

"Vlad was right. 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, see the branches, like a pruned Bonsai tree, or a 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."

"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."

"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!"

"I had a dream of my wife. She was dead, but it was all right."


II. D. Max Payne II Easter Eggs/Trivia:

Repeated lines:

"Max, we've gotta stop meeting like this."- Mona Sax, both games

"... dearest of all my friends..." -Vladimir Lem, most everyone he talks to

"Bang! You're dead, Max Payne!"-Vladimir Lem, both games

During the end credits, a song called "Late Goodbye" is played, which is 
given cameos throughout the game. In Part I Chapter IV a CD with late goodbye 
written on it is in Max's apartment and the janitor sings the song over his 
headphones, in Chapter VI Mona sings it in the shower briefly, and in chapter 
VII one of the guards will play the theme to the song on the piano if you 
leave him alone. In Part II Chapter VI one of the guards will be whistling 
the theme if he doesn't see you first, and in Max's nightmare in Part III the 
janitor will be singing the song again.


III. Max Payne 3?

Max Payne 3 is currently licensed out to Take-Two and likely to be made by a 
different development company and writer. Fan response at this point is 
skeptical and the future of the game is still up in the air, and nothing is 
known about the plot at this point, aside from what we can surmise from the 
finale of Max Payne 2. So until next time, Max's journey into the night has a 
brief reprieve. 


Acknowledgements/I'd like to thank the academy

Finally, special thanks to Cybiolink8000 for his complete game scripts for 
the Max Payne games, they were very helpful for double checking information 
without having to actually load up each scene. Thanks to the makers of Max 
Payne, the GameFAQs community, and CJayC for hosting all of GameFAQs and this 
FAQ in particular.

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