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FAQ/Walkthrough by bluesky

Updated: 08/19/04

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Max Payne
by bluesea



1)  Introduction and Review
2)  Story
3)  Characters
     Good Guys
     Bad Guys
4)  Weapons
     Hand Weapons
     Throwable Weapons
     Sniper Rifle
5)  Bullet Time and Shootdodges
6)  Hints and Tips
     Bullet Time and Shootdodges
7)  Controls
8)  Walkthrough
     Part I
     Part II
     Part III
9)  Enemies
10) Cheats
11) FAQ
12) History
13) Sites that have Permission to use this FAQ
14) My FAQs
15) Credits

1. Introduction and Review

Max Payne is one of my favorite games. It specializes in a certain kind of
offensive combat system, which is basically the idea that there are no
civilians on the streets and hundreds of mafia members, junkies and government
assassins, all of which you're going to have to kill. Just you, with your small
arsenal of handguns, shotguns, automatics, and grenades. A city full of
lawbreakers is out to kill you. And, even though you're a DEA agent, you don't
have the support of the authorities because you've been framed for murder.

Of course, there's a sensible reason for the fact that the streets are empty of
law-abiding citizens, and that is that there is the fiercest storm in recorded
history is pummeling the city, and the nightmare drug Valkyr is making its
presence known in the worst way.

The worst part of the game is the enemy AI. I wish it were just a little more
like Splinter Cell or Metal Gear Solid. I mean, say you run from enemies. They
know exactly where you are, even if you run away and hide. It's already a great
game, if it only had a little bit of that sneaking quality Splinter Cell has,
it'd be twenty times better. However, the game makes up for some of that loss
with its incredible concept called Bullet Time. The idea is that, when you use
Bullet Time at the touch of a mouse button or a key, everything in the game
except your aiming cursor slows down. This makes it a lot easier to dodge
bullets and fire them more effectively. What's more, you can couple Bullet Time
with shootdodges, which are basically dives forward. However, you don't get out
of it that easily. Bullet Time is not infinite, it diminishes as you use it.
You regain Bullet Time by killing enemies.

Another interesting concept of the game is the graphic novels. Instead of
having cutscenes as most games do, there are graphic novels in which the actual
models of the characters do things in comic-strip format, the only relation to
comics being that there are panels and speech bubbles. I personally like that.
Another concept is the fact that the whole game is played as a story from Max's
point of view. Max has an overly metaphorical way of speaking, which actually
perfectly fits his tormented character and the entire game. You'll see if you
read Cybiolink8000's FAQ at the GameFaqs Max Payne PC FAQ page or just play the

Here's my review of the game.

Graphics: 10/10

The graphics are photo-quality. In fact, they're based upon photos. The graphic
novels are a great touch, and very well done. No detail was left untouched.
Everything looks very realistic.

Sound: 9/10

The speech is very good, especially Max's. The gun and explosion sounds are
excellent, as well as the music.

Gameplay: 10/10

The gameplay is great. You can shoot bottles and TVs, you can hold two handguns
at a time, you can use appliances and sinks to make water fall out. When you
shoot the last enemy in an area, you see the game from a different camera angle
as that man falls. It's great. And the best thing of all is, of course, Bullet
Time, slow motion, and the shootdodges. Also, I have to really give credit to
this game on the camera angles: it's a third-person shooter, but the aiming is
just like that of an FPS. For me, Max almost never got in the way of aiming.

Story: 10/10

The story is very involving, and pretty darn good. See the Story chapter for
details. The story is, unlike in many great games, very important.

Replayability: 9/10

There are a lot of secrets and Easter Eggs. I'm discovering them all the time
now that I'm exploring the levels in detail. It's amazing how I missed them all
the first few times. Also, you can play the game in various difficulty modes,
as if the first wasn't hard enough. You'll want to replay it at least once.
It's a long game, but worth it.

AI: 7/10

The enemy AI isn't that good. I already mentioned the problems I have with
enemies being able to track you all the way back through the whole level even
though they didn't see you. If they could just lose track, I would give this a
9/10. Also, why don't they ever run out of ammo? A couple guys do, when they
have another weapon to switch to, but those guys' second weapons have infinite

Overall: 10/10

This is probably the best game of 2001, and essential if you call yourself an
expert at shooting games. Although it's very violent, it's absolutely
fantastic. LATER EDIT: I recently played Max Payne 2: The Fall of Max Payne,
and if you think THIS game is good, take a look at that!

2. Story

You, Max Payne, are a detective for the NYPD, New York Police Department. You
have a wife, Michelle, and an unnamed baby daughter. You refused when Alex,
your best friend and a DEA (Drug Enforcement Agency) special agent, offered you
work in the DEA, because you might have to go undercover, and that wouldn't be
good for your family. You've even quit smoking because it's bad for your
daughter. It was an American dream come true.

You returned home one day, to find that your house has been broken into, and
that your family was in danger. Your family was killed. That was all three
years ago. Now, you've joined the DEA to infiltrate the crime family that's
dealing Valkyr, the drug the killer junkies who killed your family were on.
It's a mission of revenge.

3. Characters

Note that it's interesting. Max's name begins with M, right? Michelle's name
begins with M. And Mona Sax, who is the love interest in Max Payne 2, also has
a first name beginning with M. If the pattern holds true, Max's daughter's name
will begin with M too.

Good Guys (listed in order of appearance)

Max Payne: You are Max Payne. After your family was killed, you joined the DEA
and went undercover. Your main mission is to avenge the deaths of your wife and
daughter. You'd be amazed how many people you'll have to kill to do so.

Max's Daughter: Her name is not even known. Max and Michelle Payne's baby
daughter is killed very early on by junkies.

Michelle Payne: Michelle is Max's wife. She is killed very early on in the game
by junkies because she accidentally learned something...

Transit Cop: Max saves this cop from a thug in the train station. The cop opens
a locked door for him before being shot by a gangster.

Alex Balder: Alex is Max's boss and best friend. He is killed early on to
discourage Max off the case and his death is framed upon Max.

Jim Bravura: Bravura is an NYPD Deputy Chief. He's one of the good guys, but
he's after you because he and the rest of the honest world thinks you're a

Vladimir: Vladimir is a gangster, an archrival of Angelo Punchinello. He and
Max team up to take care of Boris Dime, one of Vladimir's men who betrayed him
in favor of Punchinello.

Mona Sax: Mona is the sister of Angelo Punchinello's wife Lisa Punchinello. She
is also fighting against Punchinello, but appears not entirely trustworthy, to
say the least. She slips Max a mickey in a drink, making him delusional and
allowing him to be captured by Punchinello's men. She says she does this to
prevent him from harming Lisa, who's coincidentally already dead (or killed the
next day, you never find out). Mona later decides to help Max (or something),
but she is apparently killed.

Chemist: This chemist helps you open an airlock in the Cold Steel plant (thanks
to mr_scary_wasp for reminding me what he did).

Alfred Woden: Alfred is a mysterious and apparently power-hungry man inside
what is known as the Inner Circle, which played a part in the developement of
Valhalla. In fact, the Inner Circle is like the Syndicate in X-files. He always
seems to know where Max is and alerts him to various dangers. Woden appears to
die later in the game, but it turns out that he really didn't. He wants Nicole
Horne dead.

Bad Guys (listed in order of appearance)

Finitos: The two Finito brothers, Joey and Virgilio, run Lupino's hotel.

Rico Muerte: Rico is a gangster visiting Lupino's hotel and returning a favor
for Punchinello.

Candy Dawn: Candy's a woman visiting Lupino's hotel. Okay, not exactly. You'll

Double-Crossing Junkie: Max meets up with this guy, and he agrees to help Max
into a place called Luigi's Laundry. But, as soon as he's inside the laundry,
he double-crosses Max and alerts his friends.

Vinnie Gognitti: Gognitti is Lupino's right-hand man, although he's actually
pretty lacking in nerve.

Jack Lupino: Lupino is an insane, truly insane, gangster boss in the
Punchinello crime family.

Frankie "The Bat" Niagara: Niagara's a gangster working for Punchinello. He
reads Captain Baseballbat-boy comics and loves beating people's brains out with
his favorite bat when they're strapped to chairs.

Boris Dime: Boris worked for Vladimir, but turned backstabber and started doing
jobs for Punchinello. He is taking a ship with lots of weapons to Puchinello.
If those weapons reach him, Valdimir has lost, I guess. Boris's ship is called
the Charon.

Pilate Providence aka "The Big Brother": A member of the Trio, Punchinello's
top henchmen.

Joe "Deadpan" Salem: A member of the Trio.

Vince Mugnaio: The third member of the Trio.

Angelo Punchinello: Punchinello is a big racketeer taking orders from a
mysterious, power-hungry woman high in government.

B.B.: This guy is a backstabbing bastard. No, that's probably not what B.B.
really stands for, but it's a good fit, because that's exactly what he is. For
a long time it seems that he's an ally, but then it turns out that he's not. He
is the guy who killed Alex.

Nicole Horne: Nicole Horne is the head of Aesir Corporation and also the head
of the Valkyr criminals. She is high in the government, apparently, and
blackmails the Inner Circle for something or other. She is responsible for the
deaths of Max's wife and daughter, as well as Alex's death. Her ultimate goal
seems to be world domination. And, with a small army of assasins and commandos
armed to the teeth at her bidding, she has the ability to do that.

4. Weapons

There are six different kinds of weapons. The weapons in these categories are
organized from weakest to strongest. The max ammo includes the max ammo in the
clip. There are some weapons with which, when you try to do a shootdodge when
they are equipped, then you will end up rolling instead. I have noted such
weapons here, and they are: all hand (melee) weapons, the Grenade (though not
the M79 grenade launcher), the Motolov Cocktail, and the Sniper Rifle.

There's also an interesting fact with weapons. With most weapons (excluding
those weapons that don't work with shootdodges and the Sawed-Off Shotgun), when
the ammo in the clip is all used up during a shootdodge, then the clip
instantly refills itself, and you see Max reload when he lands.

Hand Weapons

These weapons are useful for taking out junkies who won't attack you until you
attack them or another enemy when you're up really close to them. When a hand
weapon is equipped, you can't shootdodge, and will instead do a roll.

~= Lead Pipe =~

This weapon is useful for breaking apart small crates and a couple other
things. It can also be used against enemies in a pinch, although I wouldn't
recommend it. It's actually quite powerful, but you have to be right next to
the enemy to use it.

~= Baseball Bat =~

Like the Lead Pipe, the Baseball Bat is a weapon useful for breaking open
crates and attacking thugs when you run out of everything else. It is powerful,
but, as with the Lead Pipe, you have to be right next to your target.


~= Beretta =~
Clip Size: 18
Max Additional Ammo: 162
Shares Ammo with: Dual Berettas

The Beretta can actually be used for much of the early part of the game, with
only occasional assistance from other weapons like the Pump-Action Shotgun.

~= Dual Berettas =~
Clip Size: 36
Max Ammo: 162
Shares Ammo with: Beretta

This is two Berettas together, one in each hand. Of course this packs twice as
much power as the normal Beretta. A very useful weapon, even later on in the

~= Desert Eagle =~
Clip Size: 12
Max Ammo: 48
Shares Ammo with: None

A powerful handgun, but the small magazine and sort of slow firing rate are
significant drawbacks. Despite this, the Desert Eagle is a useful weapon, even
later on in the game. The accuracy is good, provided you aim well. Going for
headshots with this weapon isn't a bad idea. A lot of enemies in Part II use
this weapon, so ammo for it is plentiful there.


~= Pump-Action Shotgun =~
Clip Size: 7
Max Ammo: 80
Shares Ammo with: Sawed-Off Shotgun

This weapon is very popular with enemies in Episode II especially, so I urge
extreme caution. The shotgun is powerful, but has its drawbacks. The accuracy
isn't the best, and you can forget about this for most long-distance shots. In
addition to that, it takes about a full second in between shots, and, while
that's fine for the weak enemies or the enemies you got a headshot on that go
down in one hit, it can present serious problems when dealing with enemies that
require more than one hit, or groups of enemies, since you're then open to full
fire. This weapon loses a lot of its usefulness about halfway through the game,
when a lot of enemies start requiring more than one shot to go down. While
shootdodging, it takes a long time to be ready to fire again, so on most
shootdodges you will only be able to fire one shot. Throughout the walkthrough
I will just be calling this the shotgun.

~= Sawed-Off Shotgun =~
Clip Size: 2
Max Ammo: 80
Shares Ammo with: Pump-Action Shotgun

The Sawed-Off Shotgun is similar to the regular shotgun, but is more powerful.
Like with the Pump-Action Shotgun, there is a dangerous pause during reloading
time. Luckily, however, when you use the Sawed-Off Shotgun, you don't need to
reload in between firing the two shots in the clip. However, after that, you
have to reload. Because of this, the Sawed-Off is still very useful even when
the normal shotgun starts losing its usefulness. You can only fire two shots
while in a shootdodge, it doesn't matter how many shots are already in the
clip. I'll call this the Sawed-Off Shotgun or just the Sawed-Off.

~= Jackhammer =~
Clip Size: 12
Max Ammo: 110
Shares Ammo with: None

The Jackhammer is a dangerous weapon. It has a large clip size, can fire twelve
shots without reloading, has fairly good accuracy (as with all shotguns, it is
mostly best at short-range shots), and is very powerful. You get it late in the


~= Ingram =~
Clip Size: 50
Max Ammo: 300
Shares Ammo with: Dual Ingrams

The Ingram is powerful and fast, with a fairly large clip size and a large
magazine. The Ingram exercizes rapid fire and fair accuracy, but uses a lot of
ammunition. A very useful weapon. Shares ammo with the Dual Ingrams.

~= Dual Ingrams =~
Clip Size: 100
Max Ammo: 300
Shares Ammo with: Ingram

As you probably guessed, the Dual Ingrams are an Ingram held in each hand. This
packs twice the power of a normal Ingram. This means real power. The clip and
magazine sizes are good, and rapid fire makes short work of multiple or single
enemies. The Dual Ingrams are some of the handiest weapons in the game.

~= Colt Commando =~
Clip Size: 30
Max Ammo: 150
Shares Ammo with: None

The Colt Commando is a truly powerful weapon. The clip and magazine sizes could
be bigger, but the it's a good, all-around weapon that is probably the most
useful weapon later in the game, in Part III. The accuracy is good, the power
is excellent, and it's an automatic, which means that it can take care of
multiple enemies quickly.

Throwable Weapons

You can only throw one throwable weapon at a time. I don't use the throwables

~= M79 =~
Max Held Number: 10

The M79 is a grenade launcher, not really a "throwable" weapon. It enables you
to fire grenades for a further distance, and it's easier to aim. But the
grenade won't travel in an arc like a hand-thrown Grenade will, so it's not
good for taking out enemies hiding behind obstacles.

~= Grenade =~
Max Held Number: 10

Grenades are good for blowing up groups of enemies and enemies who are hiding
behind obstacles. These hand-thrown Grenades will travel in an arc, and
therefore they are useful for firing over obstacles at enemies behind them.
When you shootdodge while holding a Grenade, you will end up rolling instead.
Grenades are deadly when used properly, but often it's a better idea to whip
out your guns instead.

~= Motolov Cocktail =~
Max Held Number: 10

A Movolov Cocktail is a homemade fire bomb. Gas (also called petrol) is put in
a glass bottle, a rag is inserted in the bottle, with part touching the gas and
part sticking out of the bottle, then the rag is lit and the cocktail is
thrown. Motolov Cocktails can be useful at times, but they aren't that good for
taking out groups of enemies like Grenades are. You can't shootdodge while you
have Motolov Cocktails equipped, and will instead end up doing a roll.

Sniper Rifle

~= Sniper Rifle =~
Clip Size: 5
Max Ammo: 20

The Sniper Rifle is powerful, accurate, and deadly. You first find it when on
your mission for Vladimir to take care of Boris Dime. What's more, you can go
into sniper mode by pressing your Use/Sniper Mode key, the general one you use
to interact with things in the environment. Hold down that key to zoom in
further. But even without Sniper Mode, the accuracy is fantastic. Best used to
take care of powerful enemies at long range. You cannot shootdodge while
holding the Sniper Rifle, and will instead roll.

5. Bullet Time and Shootdodges

Gunfights are tough. The enemies shoot fast, and you can't always predict their
movements. If you don't have a surprise or well-positioned attack, you will
often be put to a disadvantage. Even if you do have the advantage of surprise
or a good position, things can often end up badly. The most interesting feature
of Max Payne is a mode called Bullet Time. In Bullet Time, everything except
your firing cursor is slowed down. Enemies (and you) move in slow motion, you
can see enemy shots coming, and so on. During Bullet Time, you have ideal
opportunities to aim your guns correctly and go for powerful shots and
headshots. Bullet Time is limited, however; the hourglass on the screen
reflects how much Bullet Time you have left. Kill enemies to recover Bullet

Have you wanted to send yourself flying through a doorway into a room and spray
four thugs with Dual Ingram fire with good aim? You can. While in Bullet Time,
you can perform what is called a shootdodge. With this maneuver, if you are
moving you go flying in the direction you are moving, usually able to dodge
incoming bullets, and also setting up the usual way of launching surprise and
well-placed attacks. Use shootdodges well! Shootdodging uses up Bullet Time.

You can in the Options set various keys that do things related to Bullet Time
and shootdodges. I recommend using the right mouse button to do a shootdodge
and at the same time go into a Bullet Time mode. In fact, in default Options
settings, that's just what the right mouse button does. If you're standing
still and press the right mouse button, then you don't do a shootdodge, you
just go into Bullet Time mode and don't do a shootdodge. I recommend also
setting a key for just triggering Bullet Time mode and not doing a shootdodge,
regardless of whether you're moving or not. It will come in handy in a few

6. Hints and Tips

Here are some hints and tips I have for you that you can use while playing Max
Payne. Hints and tips from others are always welcome, and you will of course be


~= Pick Up Weapons =~

Once you have killed an enemy or find a dead armed enemy, pick up his gun. You
should always pick up dropped guns so as to replenish your ammo for them.

~= Regaining Health =~

When your health indicator is completely red but you aren't dead, then you will
slowly regain some health.

~= Interesting Objects =~

When you're near an out of the ordinary object that you can use, such as a
ringing telephone or a radio with a weather forcast, A ! sign will pop up on
the screen, and Max will tilt his head to look at the object. Go over to the
object and press the Use interaction key that you defined in the Options
(defaultly Enter).


~= Looking Into Rooms =~

When you are going to enter a room and can't tell if there is an enemy in it,
hide to the side of the door, pressed against the wall, and rotate the view
left and right with the mouse to look around inside the room. Generally, you
can only look at the side of the room that is on the same side as as the side
of the doorway you are positioned at. In other words, if you're to the left of
the doorway, you can only see things to the left, and if you're to the right of
the doorway, you can only see to the right.

~= Exploring Rooms =~

When you can't find out if there is danger in the room ahead by the Looking
Into Rooms method, do a Quick Save, then shootdodge into the room and explore
it. You might be able to cap any enemies in there during your shootdodge. If
you die, then you'll go back to where you saved and you'll now know what's in
the room.

~= Nagivating Through Fire =~

In the level where you have to make your way through Punchinello's
booby-trapped resturaunt, run straight ahead and don't look back. Try not to
pause. Generally the goal will just be to make it to the door on other side of
the room. Jump over fallen obstacles such as dessert carts and low walls if
necessary, and you may need to go diagonally to get through fire. Don't stay in
one spot for a long period of time.

~= Rolling =~

Rolling is a very important move, though many don't do it as often as they
should and instead waste Bullet Time. You can easily roll sideways and blast at
your targets rather than wasting Bullet Time on shootdodges, and dodge fire
while doing so. You can't shoot while rolling, but it's still a great move. To
do a sideways roll, strafe left or right (defaultly, you just use the left and
right arrow keys to strafe) and press Space. To roll down steps, press Space
while walking down the steps. You can also roll backwards. While moving
backwards, press Space.


~= Be Alerted to Enemy Presence =~

Whenever enemies spot you, they will cry out, saying something like "Max
Payne!" or "Gun 'im down!" or "Whack 'im!" Whenever you hear this, be ready for

~= Finding Cover =~

When you are battling enemies and are not in Bullet Time mode, then it is often
advisable to find cover. You can use doors, crates, stacks of pallets or other
things, and so on, for cover. You can also crouch. A common tactic is to let an
enemy sight you, hide on one side of a corner, and, when the enemy comes around
the corner, to fire a powerful blast at him. Unless you know you can take him
out in one hit, don't use a Pump-Action Shotgun; you will injure the enemy, but
he will then launch an attack at you while you're reloading your shotgun. Or
you could use the Pump-Action Shotgun anyway, and shootdodge away after firing
the first time. Then fire at the enemy again. Or you could (and probably
should) just use the Sawed-Off Shotgun instead. Another common tactic is to
wait around the corner as the enemy runs up, then shootdodge out when he has
nearly reached the corner and attack him.

~= Taking Headshots =~

Shots to the head are much more powerful than other shots. You can always take
out enemies more easily this way, especially while making surprise attacks or

~= Reloading =~

When you're about to face a tough enemy or a group of enemies, you will
probably want to reload before showing yourself and battling. Reloading
whenever the ammo in your clip is less than halfway emptied is a good idea too.
Defaultly, to do this you press the "R" key. This refills your clip. The ammo
that was already in the clip is not lost.

~= Enemy Reloading =~

Your enemies have to reload, too. Keep dashing in and out from behind cover so
your enemy shoots at you but doesn't hit you, then, when he reloads, you can
take advantage of that to do some serious damage.

~= Suppression Fire =~

Suppression fire is when you hit the enemy constantly with a rapid fire weapon
and keep on getting him to take the suppression pose so he doesn't have the
time to shoot you. Duel Berettas, Ingrams, Dual Ingrams, and Colt Commandos are
all good at that. Be warned that some enemies are immune to suppression fire.

~= Useful In-Game Objects =~

There are many objects in the game that can be used to your advantage. For
example, you can toss a Grenade down the dumbwaiter in the non-flaming kitchen
of Punchinello's resturaunt to get rid of the two guys down there, rather than
having to go down the stairs and take them on in a gunfight. Throughout the
game you will see propane tanks, whose valves can be shot to make them explode
a few moments later, to the peril of nearby enemies. Also, some drums contain
explosive material and can be shot anywhere to make them explode. You can shoot
the tripwire devices that fire lasers (you will find these in Part III) to make
explosions that might take out enemies.

Bullet Time and Shootdodging

~= When to Activate Bullet Time Mode =~

You won't want to waste Bullet Time on every gunfight. Just use it on the ones
where you either face a number of opponents that'll give you a hard time
otherwise, or have to jump into a hallway or room and fight enemies while
shootdodging, or must face an especially difficult opponent and don't seem to
be making much progress without Bullet Time.

~= Recovering Bullet Time =~

During a shootdodge, it's a good strategy to kill the enemies with the
strongest weapons (such as a Sawed-Off Shotgun or Dual Ingrams) first to
recover some Bullet Time, then shootdodge again and turn your guns on the
weaker enemies. You can replenish the Bullet Time you spend while shootdodging,
so you will almost always have full Bullet Time. After all, you only go into
Bullet Time to deal with enemies. Killing enemies recovers some Bullet Time.

~= Shotgun Shootdodging =~

When shootdodging, you usually only get one blast with the Pump-Action shotgun
(it takes so long in between firing shots while on a shootdodge, that you will
usually only be able to fire one blast per shootdodge), so use it well. Instead
of shootdodging to the side of an enemy and shooting him as you go past, you
might want to launch yourself at him and blast his head with the shotgun. The
same thing sometimes applies to the Sawed-Off Shotgun.

~= Good Shootdodging Places =~

You can shootdodge in from doorways and shoot at people in hallways, and you
can, if the enemies are fairly close together, shootdodge in room doors and
blast at the enemies inside. Shootdodging from the cover of one obstacle to
another (for example, across a hallway from behind one stack of pallets to
another) is a good idea. But shootdodging into a room with enemies on either
sides of you can be done too. Shootdodge into the middle of the throng,
shooting at enemies to one side of you as you go. Land, and shoot off so the
enemies you just shot at can be shot at again, again from the side, not
head-on. After you've knocked out those enemies, do another shootdodge towards
the other group and take care of them the same way.

7. Controls

You can customize the controls in the game Options. I recommend you use all the
settings you want for most of the controls (I usually just use the defaults for
most of them), but be sure to assign some key for the Bullet Time Only move
under Movement; it'll come handy in some situations.

Here are a few things to say about rolling. To do a sideways roll (basically
the same thing you do when you try to hold something like the Sniper Rifle and
shootdodge), strafe left or right (defaultly, you just use the left and right
arrow keys to strafe) and press Space. To roll down steps, press Space while
walking down the steps. You can also roll backwards. While moving backwards,
press Space.

Press F1 to review any graphic novels you have seen. Press F2 to show your
mission objectives, which may change as you go through a level.

8. Walkthrough

~= Part I: The American Dream =~

Part I Prologue

You arrive home to find that the house appears to have been burglarized. A
strange sign is on the wall. Walk up to it and examine it using the Use
interaction key. You will get what is called a graphic novel, which you can
review later by pressing F1. Go into the living room. Max will draw his gun.
Answer the ringing telephone. It's a woman who refuses to help you. Odd. Open
the wardrobe to grab a shotgun. Go into the next room, and up the stairs. Turn
right at the top of the stairs and walk towards the door ahead. It will open
and an armed junkie walks out. Another is behind him. Shoot them both. Grab
their Berettas. Since you now have more than one Beretta, that means you have
Duel Berettas. Go into the room they came from. Your baby daughter lies dead,
with a cloth over her, in her playroom. Go into the next room and grab the
Baseball Bat. Go into the next room, the bedroom, and kill the final junkie.
You see a cutscene where Max looks at his slain wife, devastated.

Roscoe Street Station

Max decided to accept Alex's invitation to join the DEA after all, because the
killer junkies had been high on a designer drug named Valkyr. Three years
later, they get a break on the case: Jack Lupino, a mobster in the Punchinello
crime gang. Max goes undercover to find Lupino. He gets a call from B.B., one
of Max's only two contacts in the DEA (Alex is the other one), and learns that
something has come up in the Lupino case, and that he must meet Alex at Roscoe
Street Station right away. Max arrives at the station, but no one is there.
Something isn't right about this.

Go into the door to the left marked Personnel Only. The floor is covered in
blood. Go into the next room. A guard is lying there, dead, blood pooling
around him. Max draws his gun. Open one of the lockers for Beretta ammo, and
open the two metal cabinets for more Beretta ammo and painkillers. Go back to
the previous room with the blood on the floor, and stop when you're next to the
doorway leading back to the platform where you arrived. The previously locked
gate is now open, and two thugs have come out onto the platform. Kill them. I
recommend stepping out into the doorway then stepping back. This will attract
their attention. Crouch down and get ready to fire. One of the thugs will come
running in, crouch, and shoot at you. Go for a headshot. The other thug will
hide behind a barrel out on the train platform. Run out and hide behind a
pillar. Go from the cover of your pillar to another pillar closer to the other
thug if you have to. When you have a good opportunity, shoot him in the head.
After both thugs are down, grab any Desert Eagles they have dropped, and go up
the stairs the gate was blocking.

You will hear gunshots; two thugs have just shot a guard. Those thugs are in
the hallway to the right of the top of the stairs. Decide on a strategy and
kill them and take their guns. At the end of the hallway, turn left and shoot
the guy behind the gate. Go down the stairs and turn right. On the platform,
turn left until you're near another hallway, leading left. Wait until the guard
is walking away from you, and kill him. Grab his shotgun (as it's common sense
to pick up dropped weapons, I won't say it again). There's a door here that
leads to the Subway Control Room, but you can't access it yet. Turn left and go
through the gate and down the stairs. When near the bottom, you will see a
thug. There's also a patrolling thug. Run to the doorway with your shotgun at
the ready, and shootdodge out. Blast the astonished thug dead in one hit, then,
still on the shootdodge, turn left and let the other guy have it.

The next room is optional, but it's a good idea to explore it anyway. Just make
sure you killed the stationary guard on the platform as you shootdodged,
otherwise he will have run into the room, making it harder to take over. On the
right side of the platform is an open doorway. Go through it and peer around
the corner into the next doorway. There is a thug in there. Kill him. There's a
dead guard leaning against the desk; you can knock him over. Grab the Beretta
ammo and painkillers in the room (explore the lockers). Notice the propane
tanks. If you shoot the valve of one, some fire will come out and it will
explode a moment later. These things are very useful. You can go down the
hallway if you want. There are some enemies there that you will have to fight
later anyway. For easy kills on them, shoot the valves of the propane tanks
near them, and back away. Whether or not you went down the hallway and battled
the two thugs there, it's now time to return to platform 2.

From there, continue along until you see a Personnel Only door on the left. Go
in and blast the guy with the shotgun threating the other guy. Don't do
anything to the guy to the right; he's a transit cop and you'll need his help.
Pick up the ammo in the lockers, then go back out to platform 2. Head back up
the stairs to where the Subway Control Room was. Your friend will open the door
for you, but is then gunned down by a thug, who then vanishes into the control
room itself. Reopen the door using the control panel the cop used, and make
sure you save before going into the next room. If a thug is in the doorway,
then blast him with the shotgun. If not, then hide to the right of that
doorway, wait for him to come, step out, and then blast him. Either way, then
run into the room and hide behind the curved control panel. Use it for cover
and gun down the other three thugs. Go into the door to the right of the other
one. Go up to the train control panel here and activate the switch for line 2.
You can also look at the vidio monitor for line 2 to make sure you know which
train is line 2; it's the old yellow one on platform 2. Pick up the four
painkillers in the medicine cabinet. Go back to platform 2 (go back to the main
Subway Control Room, back to the previous room, out into the hallway, down the
stairs to your right, and to the platform at the bottom of the stairs). Go over
to the yellow train, marked Inspection Car. There's a door next to it. Go in
and open the lockers to get some ammo.

Exit the room and enter the train. You can go in from the front, or open the
side door by using the panel next to it. You can go out the back of the train
to find a Beretta. Return to the train if you went out the back, and go up to
the control panel near the front. Activate it to send the train hurling towards
the gate. Save the game and exit the train by the front exit. Prepare for a
battle; four thugs (it will only be two if you shot two of the thugs earlier on
at the end of that long hallway) come out from a bend ahead as soon as you're
past the fallen gate. This fight will probably take several tries and a few
different strategies. I usually hide behind the pillar to the right, wait for
the thugs to come near, step out, give it to one of them with the shotgun, step
back into cover, and repeat this until most or all of them are dead. If one or
two of them aren't going to play, then I shootdodge out and let them have it.
Take the bend in the passageway when you come to it, and exit out the door here
to the next chapter.

Live From the Crime Scene

The door leads to an old, unused part of the station. Small crates you find can
be broken open (use the Lead Pipe) and sometimes contain ammo or painkillers.
Walk along the path, smashing the small crate you find and grabbing the
painkillers. When you reach the old-fashioned ticket booth, the area will rock,
as if a train is going jolting the place up and down, or maybe a charge of
dynamite... who knows which. Shootdodge left and kill the two thugs to the
right. Dual Berettas work well for that. Smash the small crate and take the
shotgun ammo. Walk into the door, but don't go in. A thug will stand still,
waiting for you to come in. Step into the room and kill him. Grab his Dual
Berettas. Go down the stairs, but stop before you reach the landing, because
another thug is below, waiting for you to step onto that landing. Shootdodge
out and greet him with your shotgun. If you don't kill him, he'll run away and
you will have to play a game of hide-and-seek as he darts back and forth from a
doorway to cover. Grab his shotgun, then go down the next set of steps, through
the doorway, and step into the sewer. Head right.

When you see that there is a platform ahead and to the right, go to the left
side of the sewer and continue forward, until you see a thug, looking away from
you. Go up to him and get a headshot, or use an accurate weapon like the Desert
Eagle, aim carefully, and go for a headshot from a distance. Keeping to the
right side of the sewer this time, slowly continue until the dead goon's two
companions run towards you. Back up. When you're ready, move forward and
shootdodge to the left side of the sewer, firing at the two thugs madly. Run up
and finish them if they aren't dead already when the shootdodge is over. The
four small crates here all contain nothing. Head up the stairs. As you go up,
an explosion rocks the place. Now *that* was definitely not a train. At the top
of the stairs, go across the room and climb the next flight of stairs. When you
reach the top of the stairs, the thugs will notice you. Go back down a little,
and get ready. A thug will come around a few boxes, right in your line of fire.
Shoot him. Stay where you are and be ready to repeat this process twice more.
The third time, two thugs come down at once. Grab the weapons (including the
Sawed-Off Shotgun) that the thugs drop, then smash the crates in the room they
were in to get some ammo. Notice the bomb without a detonator on the door at
the end of the room. Go down the stairs. In the next room, there are some
projectors and a hole in the wall. Save before entering the hole.

Go through the hole. It looks like these thugs are robbing the bank. Run out
into the hallway, turn right, and cap the robber in the open circular doorway.
There are three more robbers in that room. Kill them all. An alarm is sounding.
Go over to the next door, and use the panel to open it. Step right so you're
behind the doorway, and blast the robber facing away from you with one of your
shotguns. Step to the left of the doorway. Another robber will come running.
Shootdodge to the right and blast him dead as you do so. You will end up behind
the right side of the doorway, again in cover. Wait until the next robber is
approaching, shootdodge to the left, take the robber out while doing that, and
repeat this kind of process for the final robber. Alternatively, you could step
out and blast the first robber, step back, wait until the next robber comes,
step out, kill him, step back, and so on for all the robbers. Anyway, kill all
four of them. The phone will start ringing. Go over to it and pick it up. Max
will have an amusing conversation with Deputy Chief Jim Bravura of the NYPD.
Aim up and shoot the alarm horn on the ceiling if you want to. Grab the
painkillers on the desk. Go to the Vault Control panel to open various vaults.
Read the Aesir Corporation bonds, which the robbers were after, in Vault C. And
pick up the bomb detonator in Vault A. Go back to the Vault Controls and open
Vault B, which is the vault you came in by. Go back into Vault B and back
through the blasted hole in the wall. Head up the steps. At the top are three
new thugs. One of them will throw grenades. Here's my strategy. I start by
running up the stairs. A thug at the top runs up. I blast at him with Dual
Berettas. When I'm near the top, I do a shootdodge and turn right. Two more
thugs are pushing a bench up for cover. I gun them both down. If one of them
has the time to throw a grenade, I run for the cover of the crates. Once you
have killed all three thugs, go up to the detanator-less bomb on the door, put
the detonator in, and run for cover.

The door will fly open and a man with a gun will run to a gate. Relax, it's
Alex. You will go over to him and you talk. But, unknown to either Max or Alex,
a gangster is silently approaching. He kills Alex and runs. Turn right to see a
thug at the top of some stairs. Shootdodge out and fire at him. Whether you
killed him or not, run forward and hide behind the wall in front of the vending
machine. When all three (or two, if you killed one of them while shootdodging)
thugs are running towards you, shootdodge to the left and fire away at them.
That's the method I usually use. Go back to the ticket booth by the place where
Alex was shot. Take the painkillers inside the medicine cabinet inside. Then go
up the stairs where the thugs were. You will hear police sirens. Peer around
the corner at the next turn. Several thugs are there. Step out and kill one of
them, then go back to the cover of the corner. One of the thugs throws a
grenade. Move back. When it explodes, go back to the corner. Whenever a thug is
coming, step or shootdodge out and kill him. Climb the stairs and kill the last
guy. There were four thugs here in all. Enter the ticket booth, take the
painkillers in the medicine cabinet, and flick the Exit Gate Control switch.
Head up the stairs and along the hallway. You will hear more police sirens.
Make your way up from the hallway out of the train station.

By the way, there's an interesting trick in this level. In the hallway where
you start, there's a hole in the brick wall. Use cheat codes to get Grenades
and blow it up. Your mission objective will become something about war with the
rats. Later on, in the room after you've gone through the sewer and climbed
some stairs, you'll find a bunch of rats. After a moment they'll pull out guns
and start shooting you and each other. One group has Desert Eagles, the other

Playing It Bogart

Lupino runs a cheap hotel, and Max marches right in, playing it Bogart (you
have watched those old Humphrey Bogart movies, right?). Lupino isn't around,
and Max instead runs into two mobsters, the Finito brothers. After exchanging a
few "rhetorical question" wisecracks, the three start to exchange bullets as

Shootdodge out and kill the Finito with the shotgun and hat first. Then kill
the Finito behind the desk. They aren't any stronger than normal enemies.
Crouch behind the desk like one of the Finitos did. A few moments later, three
thugs will run in from the double doors. Kill them from your cover (I like to
use the shotgun for this). Then examine the papers on the desk. You learn that
a gangster called Rico Muerte is coming to the hotel, and that his room number
is 313. Grab the painkillers in the safe, then go out the double doors the
three thugs came in through. Go down the stairs and turn left into the
bathroom. Take the painkillers in the medicine cabinet, then leave the
bathroom. Go forward and turn left into a room with a vibrating bed. You can
activate it using the switch to its right. Go into the next room and listen to
the radio to the right. So the police think you killed Alex... sounds like a
frame job. Step into the large window to shatter it, and climb out onto the
terrace. Go left. There are three thugs in the next room. You can do it any way
you like, but here's an easy one. Equip the Desert Eagle if you have it; if
not, the Beretta works too. Go up to the door leading to the room where the
thugs are, but don't go in. Shoot the valve of one of the propane tanks to kill
all three thugs. Grab the ammo, and head out the door to the right of the other
one; the first one just leads to an empty storage room. Go down the stairs and
kick the door open.

Kill the guy on the first room on the left, 301, before he manages to get his
shotgun and shoot you with it. Leave the room and go down the hallway. There's
nothing in room 302. A little after you pass room 302, you will see a thug
watching TV. Approach him from the side or rear and he won't notice you. Shoot
him, then kill the two thugs who are running down the hallway towards you. Grab
the Beretta ammo on the couch where the thug was, then head into the bathroom
down the hall. Grab the painkillers in the medicine cabinet. There's a junkie
in one of the stalls. You can kill him if you want to. Head back into the hall
and take the double Exit doors. You're going to have to fight two thugs, one
from room 305, one from 306. Here's my recommended strategy. Open the doors
then go back and wait for a thug with a shotgun to come in. Shoot him. Wait for
the other thug to come in, and kill him too. Alternatively, you can just open
the left door and stand against it. The shotgun-toting thug will go back into
his room in a moment. Shootdodge into his room (306) and kill him. Crouch
behind a couch and wait for the other thug to come in, then kill him too.
Neither 305 or 306 has anything interesting, so head for the Exit door in the
hallway. I know, it's padlocked. No problem. Shoot off the padlock. Now enter
the room, pick something suitable, such as Dual Berettas, reload, and take
cover behind the left side of the doorway ahead. Aim for a headshot on one of
the thugs by the vending machine in the next hallway, and kill the other thug
as he runs up. At this point you may want to switch to something like the
Sawed-Off Shotgun. Kill the thug who comes in the doorway a moment later, and
repeat that for the final thug.

Go into the hallway and enter the first room on the right. Watch the TV. The
police are still in pursuit of you. Go into the next room. There's a dead body
on the vibrating bed. Grab the Beretta ammo on the shelves and the painkillers
in the closet, then return to the hall and go right. Turn right at the fork,
and enter the door at the end on the left. Shoot the junkie here if you want,
and take the Beretta ammo on the long shelves. Open the next door, step in,
then step back out instantly. Prepare yourself; four thugs will come one-by-one
through that door. Decide on a strategy, and kill all four of them. I like to
take up a position with the Dual Berettas to the left of the doorway and look
through the doorway into the hall where they come from, and gun them down as
they run towards me. Go into the octagonal room where they came from, and take
the Exit doorway. Open the door to room 313. A door open-triggered shotgun is
waiting for you, so quickly move to the side of the doorway to dodge the blast.
In the octagonal room you just came out of, one of the locked doors now opens
and two thugs come out. Kill them, then go back to 313 and go in. Pick up the
shotgun that fired at you and take the Sawed-Off in the case on the bed, then
read the documents on Muerte's desk. So Angelo Punchinello himself is in on
this... Grab the shotgun ammo and painkillers on the tables, then exit the room.

If you want a lot of Motolov Cocktails (they'll come in handy later), there's
just a place where you can get them. After exiting Muerte's room, head right
down the hall. At the end, enter the bathroom and kill the junkie and the thug
who comes out of the stall at the end. Grab the painkillers in the medicine
cabinet and exit the bathroom. Directly in front of you is a plywood-covered
doorway. Shoot out the plywood and go through the doorway. Hmm... bloodstains
leading to the window. Walk through the window glass, shattering it, and out
onto the ledge. Walk right, since that's where the bloodstains lead. Shoot the
plywood covering the first window you come to on the right and walk in. There's
a guy in here with a knife in his back. Grab ammo, painkillers, and Motolov
Cocktails and go back out the window and walk along the ledge back to the room
with the bloodstains. As you do, you can see a cop car drive in the street. If
you have God mode enabled, you can try to drop off and get in its way, but you
can't. And, as usual, there won't be any way back up. Anyway, from here go
forward into the hallway, and continue along it back to the octagonal room. Go
into the room to the left where the two thugs came out of, and shoot the boiler
ahead. Drop down into the hole in the floor made by the boiler.

Seek cover behind the boiler and shoot the two thugs who investigate. There's a
third guy in the room ahead -- go in and kill him if he hasn't already been
attracted to the noise. If he has, kill him anyway. If you have to take him out
from a distance, you'd best use the Desert Eagle. Go up to that guy, then go
left if you want and kill the junkie in this room. Return to the room where the
lone guy was, and enter room 216. Read the diary on the desk to learn that the
room belongs to someone named Candy Dawn. Open the wardrobe to reveal a secret
recording room. Grab the ammo on the shelves in this room. Go through the door
right ahead. You can turn right to find yourself in the room you dropped down
into. But, in this case, turn left. Go down the hallway and turn left. A thug
comes around the corner, spots you, fires, and runs back. Follow him around the
corner and kill all three thugs. Alternatively, you can let the first guy spot
you, seek the cover of the wall to the right of the hallway, wait until all
three thugs come running, then shootdodge out and use Dual Berettas to take
them all out, since they're all running closely together. Open the elevator
beyond them with the controls, go inside, and use the elevator controls.

The Blood Veins of New York

The old elevator leads down into the bowels of Jack Lupino's hotel. Step out of
the elevator. Three thugs are sitting at a table and drinking in the rear left
corner of the basement. You can see them through the shelves. Kill them. I like
to attract their attention, then hide behind the shelves and gun them down with
my Dual Berettas as they approach, or actually a chucked grenade works quite
well. Grab the ammo on the shelves, then watch the weather forcast on TV. Open
the door under the green light. Across the room, another door opens and two
thugs come in. Kill them both. Alternatively, you can shoot the valves of a
propane tank and watch the thugs blow up. If you hit the valve of the upright
brown tank, then the horizontal white tank next to it will go flying like a
missile! If you hit the valve of the white tank, it will still go flying like a
missile. If you hit the horizontal brown tank on the floor, it will start to
spin around, then explode. Use the Lead Pipe to smash all the small crates in
the room, including the ones blocking the door with the green light over it.
Ammo can be found in some of them. Also smash the boxes you can reach on the
shelves; ammo and painkillers can be gotten. The door the thugs can in by can't
be opened from your side of the door, so go the door with the green light over
it. Turn left and kill the thug there. Go down the small set of stairs. A dead
guy lies on the floor, tied to a chair. Next to him is the murder weapon; a
baseball bat. You will meet up with the killer later, in this same spot. Read
the Captain Baseballbat-boy comic strip, and head up the metal stairs.

Open the door here. Two thugs are here. Kill them any way you like. A third
thug will come running. What I do is, I shootdodge in and go for a headshot on
the thug on the left with the shotgun, then I shoot the other thug. I take
cover behind the kitchen shelves and counters in the middle of the room, then I
kill the third thug when he comes running. Pick up the dropped weapons and the
painkillers in the medicine cabinet. Then go over to where the third thug came
from. Climb up the stairs and open the door at the top. Take the Beretta in the
closet to the left.

You can continue on to the Bar door, but it's locked. So instead, open the
double doors to the right of the closet where the Beretta was, and get ready to
fight four determined thugs. You have the element of surprise on your side, so
do it any way you like. You can lure them and kill them, shootdodge in and take
your chances, or do something else. I like to do some fancy footwork with Dual
Berettas. I open the left door, step back and to the right, kill the first thug
as he comes through the open door, then fire away at the other thugs as they
step forward. I shootdodge to the left and kill any survivors. Enter the room
where the four thugs were. Take the Sawed-Off and the shotgun ammo on the main
table (the briefcases there can be opened) and the painkillers and ammo in the
closets. Then pick up the bar key on the small table. Exit the room. The
Restraunt doors can't be opened, but you can go in the bathroom ahead. Grab the
painkillers in the medicine cabinet in there, then leave. Make your way forward
and enter the Bar room.

Rico Muerte is trying to impress to Candy Dawn, whos diary you read earlier.
Muerte runs off to another room, leaving her and four of his boys to take care
of you. Hide to the left of the door and kill the thugs one-by-one with a
shotgun as they come through the doorway. One of them won't approach you until
you step out into the bar room. Do that, then step right back out and get ready
for him. Most of Candy's shots can't hit you because the drink taps block her
way. Approach her and let her have it with a few blasts of your shotgun.
Incidentally, you can shoot the fan on the ceiling to make it stop. Grab the
ammo and painkillers on the counters, then get ready to face Muerte. I hope you
have a nice amount of bullet time. Shootdodge through the door he exited by.
The moment you land, activate the key you specially put aside in the Options to
activate bullet time without a shootdodge. Circle Muerte, shooting at his head
with the Desert Eagle or Dual Berettas.

Or, here's an alternate strategy. Whip out your best suppression-fire weapon,
probably the Dual Berettas. Then run at the door just close enough to open it
but not be in the doorframe, and quickly back out to the left or right to dodge
his gunfire. After a moment he'll stop firing, so run through the door again.
He'll run to the right, but you'll miss his gunfire. Then face sideways in the
direction he went in and roll (not shootdodge, roll) out to face him. As soon
as you stop rolling, crouch and fire as fast as you can with the Dual Berettas.
Most of his fire should be blocked because he's constantly wincing, and you
should be able to take him down easily. You'll certainly have to reload during
this time, though, and you can either stay crouching and brave out his fire, or
roll back to cover, reload, quickly roll back out, crouch, and resume your

Once he's dead, grab his Ingram. It's the first automatic weapon you get, and
it's awesome, though it wasts a lot of ammo. Walk down the hall. Two thugs will
come running. Kill them. Enter the Reception booth where one of the thugs you
just killed went into for cover. There's an Exit switch here. We'll deal with
that later. For now, ignore the booth and enter the door on the right. It's the
switchboard room. Go over to the old telephone switchboard, and hear a thug
telling Vinnie Gognitti that Max Payne has arrived and is attacking with full
force. Before leaving, pick up the Beretta in the closet and the painkillers in
the medicine cabinet. Exit the room and head up the stairs. Go through the
doors saying Club. There's nothing in the bathroom to the right, so keep going
ahead. Peer around the corner to see a thug playing with a slot machine. He
gets angry and shoots the machine. Peeking around the corner, go for a
headshot. Kill the other thug who runs up a minute later. You can play with the
slot machines and the roulette table if you want (don't forget the painkillers
on a book next to the couch), then go through the double doors.

You're on top of the building. Shoot the skylight and drop down. Quickly move
behind the giant crates and kill the four thugs who come running to see what
the noise was about. One of them has an Ingram (which means that, once you kill
him and take his weapon, you have Dual Ingrams), so be careful. Shootdodge
around and take out the guy with the Ingram and his pal first. Go back to the
cover of the crates and kill the others as they come around. Go through the
double doors. But the next pair of doors won't open. Remember that Reception
booth with the Exit switch? Go back to the room where you killed the four
thugs. This room is right next to the room with that Reception booth, it's just
that the gate that blocked access is now gone. So go through the now gateless
doorway, into the Reception booth, and flick the Exit switch. Quickly make your
way back to the double doors that wouldn't open. Do this quickly because the
Exit switch's effect will only last a moment. Go through the open double doors
to complete the chapter. If you didn't make it on time, go back, flick the Exit
switch again, and try again.

Let the Gun do the Talking

After laying waste to the hotel, Max decides to go through the liquor store,
pawnshop, and laundromat that are also under Lupino's control. A bomb goes off
nearby, blowing a car right up into the air. Nearby, a black Mercedes Benz
coasts around. Inside are Vladimir, the head of the local Russian mob, enemies
of Punchinello, and one of his men. Vladimir's car scrapes an oil truck,
sending it hurling into a building with a gigantic explosion. In a nearby slum
building, another bomb goes off, redecorating what was Jack Lupino's suite. Max
suspects that more bombs are planted in the buildings. He has walked into a mob
war, and the police will soon be on their way.

Go forward and enter the pawnshop to the left. Two thugs, one with Dual
Berettas and one with a shotgun, are ready to kill you, so be ready. I like to
shootdodge in and take cover behind the display stand, then give one of the
thugs two slugs with the Sawed-Off Shotgun. The other thug runs off into the
other room. When he comes back, the shotgun has had time to reload, and I take
him out, possibly having to crouch in between the two shots necessary, or I can
just use the Sawed-Off. But, why not make it easier by just opening the door,
chucking a Motolov at the display case, and hearing both thugs yell as they're
burned to death? Once both thugs are dead, go into the other room. Smash the
display case with the Ingram and grab the Ingram. Then leave the pawnshop. Head
down the street and turn around the corner. Read the newspaper headlines in the
newspaper stand, which are all screaming about Valkyr and Alex's murder and how
you are the killer, then open the back of the nearby van and pick up the

Okay, now you'll have to deal with three thugs.

Method 1: Go down the steps near the newspaper stand, then open the door and be
ready for a fight. Shootdodge in and kill the three thugs, or get their
attention, stand back, and kill them as they come out. After they're dead,
enter the basement where they were. I suggest opening the door and blazing away
at the bald thug with the dark gray jacket, then stepping to the left. Then
step just slightly into the doorway so the bullets of neither thug can hit you,
and kill the thug in your line of fire, who is in the left side of the room.
Shootdodge into the basement and kill the last thug, who will have a Sawed-Off
and be hiding to the right.

Method 2: This is probably the best way to do this. Stand or crouch at the top
of the stairs outside the room and pull out, say, the Dual Berettas. They'll do
fine. Then aim at the van to the right. Oddly enough, the thugs respond if you
shoot it but not if you shoot, say, the wall. Anyway, shoot the van and you'll
hear a car alarm. The thugs will come out one by one, giving you an excellent
opportunity to whack them one by one. The guy with the Sawed-Off might prove a
problem, but if you do it right his fire will actually be blocked by the

Grab the Motolov Cocktails and shotgun ammo on the boxes, then go through the
openable door. Walk forward and turn left into the hallway. There's nothing in
the room to the right, but you can break down the door of the room on the left
to find two junkies. Kill them if you like, and return to the hall. At the
corner of it are some propane tanks. Continue on. At the end you will find a
locked door, and another bomb goes off, dropping a huge chunk of ceiling in the
hallway you came from. You're trapped! Go examine the flaming bit of fallen
ceiling, then turn around, keep to the right side of the hallway, and slowly go
forward until you see one of the upright propane tanks. Shoot its valve.
Remember the way in the previous chapter that, when you shot the valve of a
propane tank that was horizontal, or shot the valve of a propane tank next to a
horiontal propane tank and the flames spread between the tanks, the horizontal
tank would go flying like a missile? That's what will happen here. Shoot the
valve of the upright propane tank to send another tank flying at the locked
door. So much for the door.

The explosion should kill one thug, but another one comes running. Kill him.
Now go into the room where he was. There are two junkies in here. Kill them if
you like. When you pass the other doorway in here, a thug two rooms away will
spot you, fire a wild shot, and run for cover. Grab the painkillers in the
medicine cabinet, then go into the next room. Nothing interesting in here. Go
to the next doorway, where the thug spotted you a few minutes ago. He will be
crouching in wait for you to the left. Shootdodge through the doorway and kill
him, then spin around and kill the other thug. Alternatively, in the previous
room you could just have ducked to the left behind the wall, and rolled out
when the thug approached you, and killed him there. And then when his pal came
through the door to investigate you could have killed him too. Do it either way.

Go through the next doorway and start up the stairs. The wall ahead and to the
left is suddenly sprayed with fire. Fire from an Ingram. Back up and hide to
the left of the doorway you just came through. The Ingram-toting thug will come
running down the stairs a moment later. Wait at the bottom of the stairs for
him to run down, then when he appears quickly hit him with suppression fire.
Dual Berettas work fine, or Desert Eagle. If all goes well he should die before
he can hurt you. Climb up the rest of the stairs. There are a couple of boilers
and some locked lockers in the room at the top of the stairs (there's also
Desert Eagle ammo on the benches the lockers are on). Suddenly a phone will
start ringing. Go through the next doorway and answer the phone here. The SWAT
team is going to come anyway, so you might as well pick it up. It's someone
named Alfred Woden, and he informs you that the police know you're here and are
coming. The police arrive. Max only has a few minutes to get out of here. Don't
worry, the police won't come until you do a specific thing.

Prepare yourself, because in a moment two thugs, one armed with an Ingram and
the other with a shotgun, are going to come through the next doorway. I like to
shoot them out with Sawed-Off Shotgun headshots or do fancy shootdodging with
the Desert Eagle, but you can do it any way you like. If they escape alive,
they will run to a small storage room on the right side of the next room. As
you enter the next room, another bomb goes off and a huge bit of balcony falls
down. The narrow double doors to the left that lead to the staircase are
locked, so instead go in the small storage room to the right that the two thugs
went into, if you didn't manage to gun them down before they did that. By the
way, two doors to the left of the storage room's doorway there's a door you can
go into, but there's nothing in there and the double doors in there are locked.
In the small storage room, shoot the padlock off the padlocked door, and you
find yourself in the front of the pawnshop. There's a letter on the counter,
but as soon as you read it, the police will raid the pawnshop, so save it for
last. Take the two shotguns on the rack and the painkillers and Beretta ammo on
the shelves, then pick up the staircase key on the shelves. Finally, read the
letter. This is what it says: "...After our hit the Russian has only a few guns
left, an' there's no freakin' way he has the guts to try anythin' after that."
Apparently Gognitti is wrong, the Russian mob boss has plenty of guts.
Suddenly, the police raid the pawnshop. No, they can't be killed, and, if you
didn't kill the two thugs in here earlier, they'll be gone now. There's no
point trying to kill the SWAT team, because they can't be killed and they hold
Colt Commandos. In fact, they will start firing in just a second or two, so
quickly run back to the small storage room and back to the room before that. Go
through the now-openable double doors across the room.

The number on the wall is 1, meaning that this is the first part of the
staircase. A thug holding a Desert Eagle runs down the stairs. Kill him. Now go
up the stairs. As you reach the first landing (I mean "first" as in the number
of landings up, not as in the numbers on the walls that are on every second
landing), a thug on the second landing hurls a grenade and runs. Quickly go
back down the stairs as the grenade goes off, then move back up the stairs to
just a little short of the second landing, which is marked 2, and give it to
the guy to the right and the other thug who comes running. You might want to
shootdodge out, or partially hide behind the wall while gunning them down. The
other thug may come running down the staircase if you wait long enough after
the first one throws the grenade, so you might want to kill him first from
here, then go up to the second landing. If you wait long enough, the guy who
threw the grenade will be ready with another one, and there's a possibility
that it will blow him up. Once both of them are dead, do not move forward on
the second landing to go get their guns, because there's a thug up the next set
of stairs holding Dual Ingrams and waiting for you. I like to shootdodge out,
making sure that I hit the left side of the next doorway so I don't go through,
and let the thug have it with two blasts from my Sawed-Off, but you can do it
any way you like. If you don't kill him here, he will run further up in the
staircase. Grab his Dual Ingrams, then go back to the second landing and enter
the doorway here. Go into the women's bathroom and grab the painkillers in the
medicine cabinet and the shotgun ammo on the sink. The men's room has nothing
in it. Return to the staircase and make your way to the fourth landing, which
is numbered 3. As you reach it, another bomb goes off, wrecking the rest of the
staircase above. Turn right and walk out onto the balcony where the bomb
exploded earlier. Turn left and walk. When you reach the hole in the balcony,
run up and jump. It may take a few tries, so I advise you to Quick Save before
doing so.

On the other side of the hole in the balcony, continue, then enter the next
room. Another bomb goes off, destroying the part of the balcony that you were
on a moment ago. Great, now you can't go back. Well, actually, you can. You can
jump down onto the pipe, then onto the top of the rubble, then down onto the
ground, but you can't get back up as far as I know. Turn right and go into the
door ahead. Be ready to face four thugs. There are various ways of dealing with
this. One of the thugs carries an Ingram, another a shotgun, another Dual
Berettas, and the final one a Desert Eagle. I like to open the door and quickly
gun the two thugs in front of me down with the Ingram (just keep the trigger
pressed, as you will have to go through two thugs), then I shootdodge into the
room and take care of the Pump-Action Shotgun guy on the left, then I crouch
behind the couch and kill the Ingram-holding thug as he runs out of the
bedroom. Another way is to open the door and instantly move to the left. Turn
about 45 degrees clockwise so you have clear view of the kitchen, and lay waste
to the two thugs who run in there with your shotgun. Then, shootdodge in and
kill the other two. Once they're all dead, go into the bedroom. Pick up the
painkillers in the green storage lockers. Go into the kitchen and take the
Desert Eagle ammo in one of the green metal storage lockers. Jump up and move
forward into the kitchen window, and walk out onto the fire escape to complete
the chapter.

Fear That Gives Men Wings

The part of the fire escape above you has been destroyed by bombs, so you will
have to go down. Fall down to the part of the fire escape below, then walk down
the rest of the way. At the end, fall down into the large sandbox or whatever
it is. There are two junkies nearby next to a trash can fire. Kill them if you
want. Enter the building with the Luigi's Laundry sign next to the door. Go in,
but the door to the actual laundry is locked. Go out the other door. Walk down
the street, and enter the building ahead and to to the left. Enter the room on
the right and pick up the ammo on the shelves. Exit the room and head right.
There are three junkies to the right. Kill them if you like. Peer around the
wall to see a thug at the top of the stairs. When you show yourself to him, two
more will come running. Kill all three. I like to take out the first thug with
Dual Berettas, then step to the left and switch to the shotgun, step to the
right when the other two are running down the stairs and nearing the bottom,
and let them both have it. They actually will have no time to fire. Take their
weapons and go up the stairs. Turn left and walk forward. There are two junkies
here, but don't take the time to deal with them, because two thugs are coming
down the next set of stairs and will be here momentarily. Kill them both. Kill
the junkies too if you want, then head up the stairs. At the top, this time
don't go left, because a bomb explosion blew up part of the next staircase.
Instead turn right, and go into the door here. There are two junkies. You raise
your gun to dispatch of one of them, but he seems cooperative. Kill the other
one if you like, then grab the painkillers and Desert Eagle ammo in the metal
storage locker in the next room. Make you way back down all the stairways and
everything back into the street. Go back to the locked door of Luigi's Laundry.

Your companion will get you into Luigi's Laundry. But the moment he does, he
runs in and double-crosses you. If you're fast, you can knock all three of them
dead with the shotgun before any of them escape. If you're not that fast, the
third thug will run off into the laundry room. Pick up the shotgun ammo and
shotgun and two Berettas on the table. There's a counterfeiting outfit in the
side of the room. So much for a laundry. As you enter the laundry room, another
thug runs in from another room. Kill this thug and the one that ran in here a
minute ago if you didn't already get him. Go into the next room, turn left, and
grab the painkillers on the counter to the right and the shotgun propped up
against the counter. Go into the open elevator and use the panel to go up (you
can come back down, by the way). When the elevator stops and the doors open,
exit it. Go left and open the door at the end. The bathroom door ahead of you
can't be opened until the thug comes out. When he does, he, equipped with a
Lead Pipe, will immediately grab the Ingram on the counter, so pick it up now.
Then go over to the TV and kill the thug when he comes out (you don't want to
be close to him because that Lead Pipe is deadly at short range). For some
reason you can't pick up his Lead Pipe. Watch the news on TV. It's all about a
Valkyr-related gang war in the streets of the Bronx. Apparently you have been
waging a one-man war against your former partners in crime. Among the dead are
Joey and Virgilio Finito and Rico Muerte. A city-wide APB has been put out for
you. Deputy Chief Jim Bravura promises to take whatever steps necessary to
bring you to justice. That's all correct apart from the "partners in crime"
bit. Well, anyway, grab the Beretta ammo in the green metal storage locker,
then jump out the window onto the rooftop here.

Go forward and turn right. Move forward and jump onto the pipes here. At the
end of the pipes, you will see a thug inside the next building watching TV.
Jump in through the window and give him the shock of his life. Two more thugs
come running. Kill 'em all. Now, there is a good alternative. Shoot the TV
instead of the thug, then go back on the pipes and jump to the previous
rooftop. From here, take out all three with your Desert Eagle. In any case,
once they're all dead go into the next room. Take the Ingram ammo in the
storage locker, then jump out the window here on the rooftop. Turn right and
jump onto the pipes. walk along them and at the end jump off onto the next
rooftop. Open the door and walk over to the doorway. A bomb goes off, taking
out the stairs. Walk forward out onto the balcony. Don't stay here for long,
because thugs on the balcony above will see you and start shooting. Take the
two of them out now, or wait for later.

For those of you who activate God mode and jump down, you're in the building
you were in in the previous chapter; the room you drop down into is the one
with the double doors to the staircase and the doorway leading to the small
storage room leading to the front of the pawnshop. But you can't access any of
these places now, and there's no way back up.

Go through the doorway to the right. Peer around the corner to see two thugs
disarming a bomb (I think). Anyway, stand back and watch the idiots blow
themselves up. Walk over and try the door to the left of the crack in the wall.
A huge chunk of wall will fall out. Hop through the massive hole. Walk forward
and turn around the corner. Hide to the left of the next doorway. Two thugs run
down a huge fallen stone wall ahead and run towards you. Step out and let them
have it. Moments later, a lone thug also comes down (assuming you didn't kill
him from the balcony before). Kill him too. Climb up the fallen stone wall. At
the top turn right and walk right along the small ledge here. Take cover behind
the wall to the left of the stone doorway. Turn right and cap the goon with the
shotgun (once again, assuming you didn't kill him from the balcony earlier). As
you step into the stone doorway, another thug runs forward from the other side
of the balcony. Kill him. I like to crouch down and hit his forehead from the
stone doorway while I'm crouching with the shotgun. Once he's down, walk to the
other side of the balcony and enter the door to the right. Grab the painkillers
on the stove and the Ingram ammo in the storage closet, then get ready for a
battle and enter the other door. You will see a graphic novel of Max meeting
Vinnie Gognitti. Max shoots him, then Gognitti, wounded, yells for his boys to
take care of Max and runs off. You're going to be facing three thugs. One of
them has Dual Ingrams, one has a shotgun, and one carries Dual Berettas. At
first, this may seem impossible. But it's actually easy to win without taking a
scratch. Max automatically rolls to the right, behind a folding screen. Turn
about 45 degrees counterclockwise and blaze at the thugs with Dual Ingrams as
they come into your vision.

After they're dead, read the letter on the desk. It's from Gognitti to
Punchinello. You find Jack Lupino is a psycho. Take the shotguns in the shotgun
rack and go into the next room and jump out of the window Gognitti left by. You
will see a cutscene in which Gognitti shoots at Max with a shotgun, then jumps
into another window and switches to the Desert Eagle, then enters a door. Drop
down onto the roof, then go across the pipes to the right. In case you're
wondering, yes, you're now backtracking over areas you've cleared before. Jump
onto the next roof and into the window on the right. Go into the next room and
through the open door on the right. Go up the stairs and turn right. Go through
the door to find yourself on another roof. Max shoots at Gognitti, who runs to
the edge of the building and jumps down onto a passing train. Go over to the
place where he jumped off, move back a little to give yourself running space,
and I recommend you save, because this can take several tries. When the next
train going right comes, run and jump down onto it. It doesn't matter how many
trains you miss, but you have to jump onto one heading right.

Police Brutality

Max and Gognitti are going on two different trains, both heading in the same
direction. Gognitti, in a pool of his own blood, jumps off at a train station.
Max jumps off minutes later at the same station.

Before starting the walkthrough for this chapter, I have a neat little trick.
Enable God mode and move left, next to the wall. Go foward and jump to the
pipes. Drop off the pipes to the ground below. A cop car will soon come along,
and stop when it rams into you. You can blast away at it, but nothing will
happen to it, and there's no way to get back up. There's another interesting
thing, too. If you are on the Developer Keys thing mode (see the Cheats
section), then press C until you get to Mode 2. You can browse around the level
with the free-moving camera. You can follow Gognitti. He will stop at various
points and wait for you.

Walk forward and jump down onto the pipes. Move to the left and continue across
the pipes to the end. Jump onto the next rooftop. Two gangsters will come
running from around the next building in a moment, so be ready and kill them
both. I like to use the Ingram for this. Head to the rooftop on the right. If
you haven't already, note that Gognitti is leaving trails of blood everywhere,
making him easy to trail. Go straight ahead and jump to the next rooftop.
Quickly hide behind the billboards to your right, because two thugs on a
rooftop to the right will come out and start firing. Taking cover, shoot them
both. I like to crouch behind one of the chimneys or whatever they are to the
left and take the two thugs out from there, because then they can't hit me. I
use the Desert Eagle because of its good accuracy. Also note that the billboard
they were by is by Aesir Corporation: "A Little Closer To Heaven". Continue
along the rooftop. If you're fast, you will see Gognitti at a distance, running
through the next door. Go through the door at the end, the door Gognitti went
through. Grab the shotgun ammo on the crates. There's Beretta ammo in one of
the small crates, but wait a little while before you grab it, because the
moment you approach the stairway down, you will see a cutscene of Gognitti
reaching the bottom and alerting three thugs there. They whip out weapons and
start up the staircase as he runs off. Wait to the left of the four small
crates at the top of the staircase and cap one of the thugs as he foolishly
tries to run up the staircase. Slowly move backwards down the steps and kill
the thug you see hiding behind the crate. The third thug runs up the staircase.
Kill him. Note the sign next to the locked door, which says "Cold Steel
Office". The reason I'm telling you to note these things is that the names come
up later in the game. Go down the staircase to the bottom. Pick up the
painkillers in the medicine chest, then exit the building by the door at the
end of the hall.

First, I will say this. On the left side of this courtyard you will see a fence
you can't jump over. But, you can see a Desert Eagle lying down there. Later
on, you will be able to get that Desert Eagle. I will talk about that at the
end of the walkthrough for this chapter. Now back to the walkthrough. Peek
around the corner. There's a guy with Dual Ingrams, and he's ready for you.
Quick Save, walk forward and die to get a good idea of his position. Back at
your save point, peek around the corner and cap him with a few good shots with
the Desert Eagle. Another thug, carrying Dual Berettas, runs towards you. Kill
him. A third thug has opened a gate at the end of the courtyard. Kill him too.
I advise coming around the left side of the courtyard, then moving right until
you can shoot him. His fire will be blocked by the gate he swung open. There's
a neat little thing here you can do. Go up to the padlocked gate and wait for a
few minutes. An SUV will drive by. If you shoot it, then it will stop and its
driver will come out and shoot at you. Anyway, go through the opened gate and
walk left. You will see a cutscene of Gognitti shooting at Max as he goes up an
elevator lift. Turn right and walk up the stairs. When you reach the top, a
thug runs out. Kill him. Drop down into the hole in the floor and take the
Beretta of the dead cop. Use the board-and-crate stairs to get near the top of
the hole, then jump out. Jump into the huge storage vehicle to the left of the
van and grab the Desert Eagle and shotgun ammo on the desk. Smash open the
small crates for Ingram ammo and two Grenades. Exit the storage vehicle and
turn right. Walk forward until you reach the wire fence at the edge of the
rooftop. There's a sniper atop a building straight ahead, and it'll be a lot
easier on you later on if you cap him now (probably with the Desert Eagle)
while taking cover behind the wall here and crouching. I will refer to him as
SNIPER_A, because he will play parts later on if you don't kill him now.

Turn around and go back to the elevator lift Gognitti used, which is on one
side of the pit you went into to get that dead cop's gun earlier. Use the
control panel to the lift's right to bring the lift down. Get into the lift and
use the control panel in here to make the lift go up. As you go up, a thug with
an Ingram will shoot at you, and so will SNIPER_A if you haven't killed him. I
suggest constantly jumping on the way up to avoid gunfire. When you reach the
top, the thug who shot at you as you came up will be running up the series of
large planks that act as stairways and will arrive in a moment. Kill him. If
you haven't taken out SNIPER_A yet, now is a good time to do so. His rooftop is
across the street from yours. Go up the plank on your rooftop. Go forward and
peek around the corner to the right. A thug stands there, shotgun at the ready.
Behind him, unseen, is another thug, holding a Sawed-Off. When you alert the
thugs to your presence, a third thug, holding Dual Berettas and chucking
grenades, will come running. Two other thugs, both with Ingrams, are a little
further on. It will take a few tries to manage to get through this more or less
unscathed, and here's my recommended strategy. Go forward to near the corner
and look right. Shootdodge left and take out both the thugs ahead with your
Ingram. Run back and hide outside to the left or right of the sort of doorway
which you went through after going up the ramp (I suggest left, as Max is
right-handed). Step into the doorway and kill the third thug as he runs towards
you. Go through the "doorway" again. Walk forward and go up the wooden ramp to
the right. Stay on the ramp here and face the direction the walkway heads to.
When a thug runs into your line of vision ahead, cap him. Walk to the end of
the walkway and peer around the corner ahead and to the left. There's a thug
here. Shootdodge right and kill him (one of the shotguns works well).

Grab the painkillers on the ledge behind the last thug you killed. If you look
down from the ledge where you got the painkillers, there's a dead thug there. I
found him in the game I was playing, anyway. If you didn't kill him before,
SNIPER_A will be firing from a rooftop across from your own. Kill him. Continue
along the walkways on your rooftop until you reach some skylights. Shoot one of
the glass panes and step back. The two thugs in the room will run around for a
few moments, then run away. Drop down into the room. Grab the shotgun and
Ingram ammo and the Beretta on the table, smash the small crate by the propane
tanks for painkillers, smash the small crate on top of a larger crate in the
corner of the room for Beretta ammo, and smash the small crate to the left of
the stack of other small crates for more Ingram ammo. Then shootdodge through
the doorway and take out the thug at the top of the stairs to the right. Dual
Berettas work well for this. Instantly run up the stairs or go back into the
previous room, because the thug you killed probably chucked a grenade at you,
unless you killed him before he did. Once the grenade has exploded (if it was
thrown), go up to near the top of the stairs and shootdodge forward. Turn left
and kill the thug here. Go through the openable door here onto the rooftop.

Walk left onto the fire escape. Go down the fire escape to the floor below and
enter the door. Grab the Beretta and shotgun ammo on the table to the left of
the door you came through and watch the TV (Jim Bravura is completely mistaken
about being close to catching you). Enter the kitchen. There's a dead guy on
the floor here; grab his Beretta and go back into the living room. Enter the
bathroom and take the painkillers in the medicine chest. Exit the bathroom and
shootdodge through the door to the right. Instantly kill the shotgun-toting
thug here (I use one of the shotguns for this), because you will be facing
several enemies and it'll be easier if you take him out now. As you approach
the corner, two thugs on the other side of the wall will run away. One holds
Dual Ingrams and the other a Desert Eagle. Here's what I recommend doing.
Facing the wall that separates you from those two thugs, go left until you're
near the corner of the wall. Shootdodge right and, while shootdodging, take out
both thugs there with your Ingram or Dual Ingrams. As you approach the place
where the two dead thugs should now lie, a grenade will come flying towards
you. Back up and get to the other side of the wall you just came around, fast.
The grenade shouldn't harm you. Now go back to where you were when the grenade
was thrown and peer around the corner. There are three thugs there, the Desert
Eagle-holding pal of the now-dead Dual Ingram guy, another thug holding a
Sawed-Off Shotgun, and a third with an Ingram. When you peer around this
corner, then will start backing up. There are a number of ways to do the
following thing, but this is the easiest. I recommend you Quick Save now.

At the corner, face the wall. While the thugs are backing up and are about to
exit the building using the door at the end of the hallway (in other words,
while they are all lined up and will shoot each others' backs if they fire),
step into the hallway, then quickly back into cover. Do this a few times, and
the thugs will be firing at you. Hopefully two, or at least one, of them will
be killed by their pals. They will probably wait on the rooftop outside the
door (you will be able to see them through the doorway if they do), so run into
the hallway, keeping to the left side of it, and take cover in the small area
ahead on the left side of the hallway, and they should run away. Go on down the
hallway and exit the building via the door at the back. Go across the rooftop
and up against the wall here. Go left until you're near the door here (it will
be open if any of those thugs escaped). If any of the thugs you just battled
escaped, they will be inside, and, as soon as you can see them, they will start
backing away and go around a corner. In addition to them, there's another
grenade-throwing and shotgun-holding thug with them. Here's my recommended
strategy for dealing with them. Let them back up and go around the corner, then
enter the building and go forward, until a grenade comes flying at you. Back up
quickly (there's no time to turn around) and go left down onto the stairs
behind you and to the left. One of the thugs will come running (if he doesn't,
then his way is probably being blocked by one of his pals, wait a few minutes
and he should come running). Shootdodge out and let him have it. For me it's
always the thug with the Ingram, so I shootdodge out and let him have it with
the Sawed-Off. Peer around the next corner to see two thugs there. You can do
this several ways. I step halfway around the corner, just enough to be able to
fire, then let both thugs have it, first the shotgun thug, then the other thug.
After you've killed them all, go through the door the two thugs were by.

You will see a cutscene of Gognitti hitting and kicking a door, signalling his
boys to come help. He crouches behind a dumpster. We'll worry about him later.
For now, crouch in a place where you have full view of the top of the stairs,
and kill the thug who comes running up them. A guy with an Ingram is running by
the bottom of the stairs, and another Ingram-toting thug is running around in
the lot, so don't go down the stairs. Use the shotgun to kill the thug running
around the bottom of the stairs and take a sniper's position over the ledge of
the building. Desert Eagle works well for this. When you need to take cover,
just crouch. First take out the thug with a shotgun standing behind a dumpster.
Right about now a guy with a shotgun should come running up the stairs, and two
more thugs, one with a Sawed-Off Shotgun and one holding Dual Ingrams, will
come into the next lot, where Gognitti is. Take the guy who comes up the stairs
out. Then snipe the guy in the next lot who holds Dual Ingrams. Try to snipe
him when he crouches down and stops to fire. Then snipe the thug who is running
around with an Ingram in the lot below. Once the guy with Dual Ingrams in the
next lot is dead, his companion with the Sawed-Off should run into view and
start firing at you. Snipe him too. If he doesn't come out, then go down the
stairs into the lot below, then into the lot to the left. Find and shoot him.
Once all of his pals are dead, Gognitti will come out from behind the dumpster
and start shooting at you. He has a Desert Eagle, and is no problem. Before
killing him though, make sure you have picked up all the dropped weapons you

Also, I would like to tell you of a trick that you can do from the building
where you saw the cutscene of Gognitti alerting his pals. At the top of the
stairs, facing the stairs, turn around and go forward. Jump onto the ledge and
go all the way left. Jump onto the small upraised block on the ledge, and
shootdodge ahead onto the ledge that you see ahead of you and to the left.
There's some Beretta ammo you can get on that ledge, but, more importantly, you
can drop down from that ledge to the courtyard below and live to tell the tale.
In fact, this is a courtyard you've been to before. But, if you jump down
correctly (jumping to part of the fire escape, then down to the top of the
fence, then all the way down), you can land on the other part of the fence with
the Desert Eagle behind it that I mentioned earlier. You can get the Desert
Eagle and go through the openable door here to find a room with lots of Motolov
Cocktails. You will also discover another door here, which leads to under the
stairs in the courtyard where Gognitti is cornered. You may alternatively want
to go through that door instead of taking the other way. Anyway, make sure you
grab the useful Motolovs before killing Gognitti.

After you have killed him, you will see a graphic novel of Max "persuading"
Gognitti to tell him where Jack Lupino is. Gognitti accuses Max of police
brutality, but Max doesn't care anymore. Gognitti finally gives in and tells
Max where Lupino is, and Max leaves Gognitti to his fate and heads out to Ragna
Rock, Lupino's nightclub.

Ragna Rock

Max enters Lupino's nightclub. Go through the archway and walk right. Open the
door at the end to enter the Ticket booth. Flick the security switch by the
cash register. Quickly turn around. A secret panel in the wall behind you has
opened. Hide to the left of it. In a few moments a thug holding a Desert Eagle
will walk down from the room that has been revealed. Step out and kill him (a
shotgun works nicely). Get back behind the cover of the wall. Another thug,
holding a shotgun, runs down. Kill him. Go up the steps (not steps actually,
but a slanted board). Read the book on the table. It's called "The Age of
Murder and Storm", and it's rather interesting who might have been reading it.
Grab the painkillers, ammo, and guns on the shelves, then run through the door.
Instantly kill the shotgun-equipped thug ahead and quickly run ahead and hide
behind the piller to the left at the end of the bar, because another thug, with
an Ingram, will have thrown a grenade. He will come running. Shootdodge out and
kill him. Equip a good long-distance weapon, like the Desert Eagle, and turn to
face the piller next to the bar. Move to the right of the pillar, run forward,
and hide behind the last pillar on the right. A guy on the balcony is firing at
you, and there's another thug on the opposite side of the balcony who has just
thrown down a Motolov Cocktail. Move partially to the right of your pillar, so
that you can fire at the thug on the side of the balcony you can see. Go for a

The thug on the other side of the balcony has two other Motolov Cocktails in
addition to the one he threw already. Run halfway across the room and then run
back. He should throw both of his Motolov Cocktails. This happened to me a
couple times when I ran halfway across the room and back: the thug threw one of
his Motolov Cocktails too low, it hit his own balcony rail, and fried him. If
that didn't happen to you, then run across the room, now that he has no Motolov
Cocktails left, and hide behind one of the pillars there. Step out slightly,
and go for a headshot Once he's dead, go through the second door on the left of
the four metal doors that are in the middle of the mouth of the face painted on
the wall. Shootdodge through the open doorway, and look right. There are two
thugs there. The crouching thug has a shogun, and the other one has an Ingram.
I generally use Dual Ingrams for this, as it's hard to kill both; if you kill
the one who's standing up, then the crouching guy will roll to get away; if you
kill the crouching guy, then you will be shredded by the standing thug's
Ingram. Alternatively, you can just kill the guy who's standing up and let the
crouching one get away; he will run and hide in another bar in this room. Go
over to the bar where you killed at least one of the thugs, then quickly
retreat and hide behind the wall here. A black-suited thug, holding an Ingram,
runs up. Step partly out from behind the wall and kill him. If the crouching
thug escaped, then kill him too (he'll be crouching in the bar on the other
side of the wall). Go through the archway on one side of the room to the right
of the BAR => sign.

By the way, from now on I will call those black-suited thugs black suits.

Walk left and shoot the door's handle and press the Use key to open it (thanks
to Suma Desilva for telling me about that). Move back and kill the two thugs
one-by-one as they come through the door. If only one comes, then enter the
room where he came from after killing him, and use the door as cover. Step to
the right of the door and shootdodge towards the black suit, killing him as you
do so. Then spin around and kill the thug behind the table. On the other hand,
if both thugs came through the door and you killed them, then just enter the
room and kill the thug behind the table. In either case, gather up all dropped
weapons, namely a shotgun from the black suit and Berettas from the other two.
Pick up the painkillers guns and ammo in the room, then look at the strange
objects on one of the tables. Books on witchcraft, horror movies, and ouija
boards. A candle atop a metal holder is next to the table, and signs are
painted in blood behind the table. Lupino has been deeply studying the occult.
Use the switch to the left of the metal gate door to open it, then shootdodge
through. A thug rolls out from the unseen stairs ahead and to the right; kill
him (I use a shotgun) while shootdodging, then go up the stairs. At the top, go
through the door on the left of the double doors.

You're on the balcony where those two thugs you shot (one of them threw Motolov
Cocktails) were, but two new thugs are here now. Stay where you are, using the
open door as a shield against the thug to the right, and use a long-range
weapon like the Desert Eagle to kill the thug on the balcony opposite yours.
Take cover behind the open door, move partly to the right of the door, and take
out the thug to your left. Use one of the metal horizontal TV aerial-like
things leading from your balcony to the one opposite yours to get to the other
balcony. There, grab the Motolov Cocktails and guns. There's another candle and
metal candle holder here, by the way. Use one of the the horizontal metal TV
aerial-like things to get back to the other balcony, then head right and walk
through the right door of the double doors at the end.

Shootdodge through the door on the right (you're now in a theater where the
audience overlooks the floor below), and turn right to see two thugs. One has a
shotgun, the other has a Beretta. Kill the shotgun-toting thug first, then his
companion. Pick up the painkillers on the PYRO controls. By the way, you can
drop down into the area below without getting hurt, if you want to. Then go
through the door to the next room (it's on the same wall the door you came in
by is, but it's to the right of the door you used). Go up the wooden staircase.
At the top, to your left you will observe that an open door. There are three
thugs inside this room. Here's my recommended strategy. Shoot some kind of
blast into the room to alert the thugs of your presence. Step behind the
unopenable door to the left of the already opened one. When one of the thugs
(it shoud be a black suit with a shotgun) comes running, shootdodge to the
right and go for a headshot with a shotgun blast. Get behind the door to the
left of the opened one again, and I recommend you Quick Save now, as it can
take a few tries to get away from this next thug pretty much unscathed. Repeat
the process for the next black suit, who holds an Ingram, and should come
running in in a few minutes. Make sure you go for a headshot with him, as an
ordinary blast won't do it and he'll very probably kill you if you don't kill
him with one shot. If this black suit doesn't come, then step into the room,
step back out, and hide behind the door again. He should come now. After both
black suits are dead, go into the room. The third thug, equipped with a
Sawed-Off Shotgun, is crouched behind the table. Take cover behind one of the
pillars and get slightly to the right of it. Go for a headshot.

Stay behind your pillar. In a few moments, you should faintly hear the sound of
a door opening. Three more thugs have just come in from the other side of the
room. Here's my strategy, which should leave you unharmed by any of them (which
is good, because one of them has Dual Berettas, one of them has Dual Ingrams,
and one of them has a shotgun). Stay behind your pillar as all three run
towards you. When they're near the table, start shooting at them (I use the
Desert Eagle for this) and kill them one at a time. You can quickly kill all
three of them without receiving a scratch. Pick up the painkillers on the
shelves near the table and the Beretta, Desert Eagle, and Desert Eagle ammo on
the table. Go forward into the series of shelves with barrels on them. In the
back of the room are some shelves with a shotgun and shotgun ammo on them. When
you're ready, go through the lit archway into the next room. Go right around
the wall and wait. In a moment, a thug equipped with a shotgun should come
running. He'll stop and start firing at you. Fire back (I use the shotgun).
When he's dead, he will go flying back and into a trap door that reveals an
awfully long drop.

Keeping to the right side of the hallway, move forward and hide to the right of
the doorway. Peer around the corner to see a thug with a shotgun on the landing
of a wooden staircase to the right of that trap. If he hasn't already seen you
and run up the staircase, you will see another thug, equipped with Dual
Ingrams, a little further up the staircase. This thug is one of the few enemies
in the game that can switch weapons. When he runs out of Ingram ammo (Dual
Ingrams use Ingram ammo, of course), he will switch to the Desert Eagle.
Shootdodge to the left, into the doorway. If the thug with Dual Ingram is
there, take him out now. If not, then turn your guns to the thug on the
landing. If you did kill the thug with Dual Ingrams, then now kill the thug on
the landing anyway. There's a third thug at the top of the staircase who will
fire at you as you run up. Run up to the first landing, where the Dual Beretta
thug was. Look up, and you may see a thug firing at you with an Ingram from way
above. Take him out. In fact, stop at every landing and look up, you may see
him. Also, if the Dual Ingram thug got away, then stop at every landing and
look up to try to see him. You will have to corner him at the top of the
staircase if you haven't already killed him. Once all three thugs are dead,
proceed to the top of the staircase if you aren't already there and go through
the door at the top.

You will find yourself on the roof of Ragna Rock. For those of you who like
using cheat codes, you can enable God mode and drop down the steep roof, but
there's no way to get to the street beyond, because the gate blocks exit and
the front door's locked. Well, that's what I thought at first, but there is a
way to get into the street. On the roof, jump up onto the rail to the left of
the door you exited the building by. Shootdodge out with God mode on, and
you'll land in the street, just clearing the gate. However, you can't get back

Now back to the game. As I mentioned, you are on the roof of Ragna Rock. Turn
right and enter the open window here. You're far above one of the areas you've
already cleared, walking on small wooden beams that were for some reason layed
out here. However, even though you already cleared this area, there's another
thug in it, with a Beretta. Shoot him. I shoot him from outside the window, as
then he can't hit me. Once he's dead, proceed across the wooden plank that
comes from your window. Go left when you get to the choice of four directions
and go out this window to find yourself on another part of the roof. Go right
and walk along the roof until you reach the two lit windows. Jump onto the beam
beneath them, follow it left until it joins with another beam going forward,
and take that beam until it reaches the next sideways beam. Take that beam to
the edge of the roof here, then turn left and walk all along the roof side
until you get to an open door. Once you walk in, instantly turn left and watch
the staircase here that goes down. Kill the thug with the shotgun on the
landing. Two more thugs will run up the staircase, one equipped with a Beretta
and the other with a shotgun. They run up, conveniently into your line of fire.
Kill them both and go down the staircase.

At the bottom, Use the switch next to the meshed door, then quickly get behind
the door, which slides to the left. A black suit with an Ingram comes running.
Step or shootdodge out and kill him (this can take a couple tries to be done
without getting killed). Go through the doorway and step left to the top of the
staircase here. Cap the thug with a Beretta who is standing on the landing
below you. If you use a shotgun, you can blast him right off the staircase! Now
step to the right, and go a little ways forward onto the walkway here, then
turn around and face the staircase. A thug with a Beretta will run up. Cap him.
Another thug with a Beretta will come up, closely followed by a thug with a
shotgun. Kill them both and grab the painkillers in the medicine chest at the
end of the walkway at the top of the staircase, then go down the staircase. You
can play the drums and stuff here, by the way. Go up the metal stairs ahead and
grab the painkillers between the PYRO and STAGE controls, then equip a good
long range weapon and use the STAGE controls. The stage will be opened up, and
a thug with an Ingram runs up, crouches, and fires at you. Crouch and kill him
fast. Another thug, sporting a shotgun, runs out a moment later. Kill him too.

Go down your stairs and up one of the slanted platforms on either side of the
drums to get up to the stage. Go left on the walkway and go up the staircase.
Go up and you will see the BACKDROP controls in front of you. Flick switches 2,
3, and 4 back away from you (number 1 is optional). Go back down the staircase
to the walkway, walk all the way along it to the end, and go down the stairs
here. You will here a black suit utter a startled exclamation and throw a
grenade. Get back and run down the walkway the other way, fast. Hopefully the
grenade won't hurt you. Now stay where you are. The thug who threw the grenade
is running up the staircase. He runs down the walkway at the top, and over an
unstable board... it breaks... he falls to his death. When you hear him scream,
go back down the stairs from the walkway and through the gap in the backdrops.
Go up the staircase to the walkway at the top. When you reach the gap in the
walkway where the board that broke was, take a running jump. You should reach
the other side safely, but it's a good idea to Quick Save before trying.
Continue on the walkway and enter the door at the end to complete the level.

An Empire of Evil

Max enters the door in the backstage area to find Lupino's witchcraft central.
The hot air is full of incense smell and the. There are candles and candle
holders everywhere, a book stand in the middle of the diagram on the floor, and
witchcraft books.

First read the torn up, bloody letter on the couch. It's a threat from
Punchinello to Lupino. It says that Lupino better shape up, or Punchinello may
have to send the Trio (Punchinello's notorious henchmen) to deal with him.
Lupino was obviously not intimidated by it. Now read the lists of demons,
devils, and dark gods evoked, all written in blood, on the table. Next read the
witchcraft book on the book stand in the middle of the diagram on the floor. Go
through the opening in the curtains and up the stairs. Follow the path and at
the end use the switch to the right of the meshed door to open it. Step through
the doorway ahead. A gate closes the area you just came from. I strongly advise
you to save before going any further.

There are tables and tables of weapons, painkillers, and ammo aroundon either
side of the room, so stock up before approaching the pink birdbath in the
middle of the room, because enemies will start attacking when you approach that
birdbath. Don't worry about wasting ammo, by the way, as you will lose all your
weapons once you defeat Lupino anyway. Stock up on everything you need, then
approach the pink birdbath. You will have to kill twelve black suits, then Jack
Lupino and two more black suits. Some black suits will jump down to the floor,
others will hurl Motolov Cocktails from the rafters and shoot at you from
there. I recommend using the Ingram as much as possible, and constantly
shootdodging and using Bullet Time without shootdodging.

These black suits use all kinds of weapons, and they're among the few enemies
in the game who can change weapons. As for Lupino, he comes out with two more
black suits once you've killed twelve black suits and starts chanting about
evil spirits and fallen angels, then attacks you. An Ingram or a Desert Eagle
works well for him, but beware of his Sawed-Off Shotgun and occasionally-thrown
Motolov Cocktails. Also deal with his two bodyguard black suits. Once Lupino is
dead, Max shoots him over and over to make sure he's dead. A girl walks up
behind him, saying she thinks he's dead already. She's pointing her gun in
Max's face, and he reciprocates. She then says that Max killed the wrong person.

~= Part II: A Cold Day in Hell =~

Part II Prologue

The girl reveals that she is Mona Sax, the evil twin sister of Lisa Punchinello
(Angelo Punchinello's wife). She convinces Max that she hates Punchinello too,
and offers Max a drink. Ironically, Max says "Okay, as long as you don't slip
me a mickey," and that's just what she does. Sorry, she says, but she can't
take a chance on him going berserk and hurting Lisa. The truth? Who knows. Mona
slipped him Valkyr, and now he's dreaming that he's back in his old house...

Walk forward into the next room, and go right into the long hallway. Here's the
trick to getting through the hallway maze: follow the path, and turn left
wherever possible. Using that, you will eventually arrive in the next room. You
will see a cutscene of someone in a chair (that's you, you're slowly regaining
consciousness). Look at the photo of you and Alex to the left of the bottom of
the stairs if you like (yes, I know the ! indicator doesn't show, but you can
look at it anyway), and also look at the picture of you and your family  on the
fireplace if you want, then go up the stairs. If you go into the bathroom,
something like an earthquake shakes the place, and the glass of the shower
breaks. The door to your bedroom is boarded up. Back outside the bathroom, go
through the next door to find yourself in a long hallway wallpapered with
clouds and the sun. Walk to the end of the hallway and onto the trail of blood.

Continue along it until you reach the second other trail of blood pointing
left. Jump onto that one (remember that this is all delusional, and your
jumping physics is altered). Continue along that trail until you see another
one ahead of you. Jump onto it and follow it. Bypass the first trail of blood
that leads to the right from your trail, but take the second trail that leads
to the right from your trail. It will lead to another clouds and
sun-wallpapered hallway. Follow it to the end to reach the nursury. Look at
your dead daughter, who then vanishes. The toy blocks rearrange themselves. Go
through the next door and follow the hallway to the end. Another cutscene of
someone strapped to a chair... you now see that it's you, and stairs are next
to you. You're still regaining consciousness. Read Michelle's diary on the
desk. She was working part-time at the district attorney's office, and she says
that she recieved an army dossier with something about Valhalla, which is
supposed to be an old Norse myth. She tried to tell Max about it, but he was
busy. Open the door to the bedroom. You will see a cutscene of Max shooting at
something... then he wakes up. There's a gangster with a baseball bat in front
of him, and Max is strapped to a chair.

The Baseball Bat

The gangster reveals himself as Frankie "The Bat" Niagara, and Max wisecracks
about Niagara's name: "Niagara as in you cry a lot?" Niagara has batting
practice with Max's head, then sneers that he likes cartoon violence and says
that he's off to the bar, but will be back soon to finish Max off. He leaves
and Max thinks about the error he's made: he aimed at Lupino when he should
have been looking much farther up the ladder, at Punchinello himself. Max also
realizes that he's in the basement of Lupino's hotel. Max breaks the chair he's
bound to and picks up Niagara's Baseball Bat.

You have no weapons but the bat, almost all of your health is gone, and all of
your painkillers are gone. Look around, you'll remember this place. This is
where you found that other dead guy a long time ago, he was clubbed to death by
the same person who's recently made your head so sore. Remember all the doors
in here? All of them were openable before, but they're all locked now, all
except the one door in here that wouldn't open before. We'll go through there
in a minute. First, however, smash the lock of green storage cabinet with your
bat and grab the two jars of painkillers inside. I advise you to use them
immediately. Open the door across the room from the storage locker where you
found the painkillers, then get to the left of the doorway. Use the cursor to
see around the left side of the doorway and keep looking there until a thug
walks past. About ten seconds later, two more thugs should pass by. As soon as
all of them are out of sight, exit the door and peek around the next corner in
the direction they were going. Keep looking until the last of them rounds the
next corner. Go over to that corner and peek around until they are all out of
sight. Now go forward down this hallway until you see a doorway ahead and to
your left. Stay to the left of this doorway and use the Looking Into Rooms
method in the Hints and Tips chapter to see into the room without alerting the
guards. Quick Save now, because they may notice you anyway. Wait until the
black suit in the room has walked away, then go across the doorway to the right
side of it. None of the thugs should notice you. This is good, because
otherwise you will be dead in two seconds flat. Continue down the hallway until
you see a door to your right. Go in this room.

Grab all the weapons and ammo and painkillers in this room (you can smash the
crates to get some ammo, too). Just make sure that, whenever any of the five
patrolling thugs pass by, you are not in their line of sight. When you have all
the weapons in the room, it's time to fight back. Now, you may for some reason
not want to kill all the thugs in here, but that's up to you. It's actually
possible to get to the elevator without being noticed. This is especially
important because the thugs in here gang up on you like there's no tomorrow
(and there won't be for you if you get taken off guard). There are five
patrolling thugs, in groups of 1, 2, and 2. In addition to that, there are the
four thugs in that open room you've already passed. If you want to kill all
nine of them, good luck. There's also a room you can enter from the hallway.
There are two thugs in there, and some ammunition supplies. Alerting these
thugs will not alert the nine others, unless they see you. In this room there's
a Captain Baseballbat-boy comic strip, Niagara's trademark, and next to it you
can see a sewer full of dead bodies. However, seeing this is optional.

If you have no wish to be slaughtered by all those thugs, then wait in the
arsenal room (that's the room in which you got all your guns), and, when the
one guy and the two other patrolling thugs have passed (or the other group of
two thugs have passed), follow them along the hallway until you see an elevator
on your right. Go in and flick the switch. When the elevator opens, it reveals
a room in which there are two thugs, one with a shotgun and the other with a
Desert Eagle. Instantly shootdodge out and cap the thug with the shotgun, then
turn and take care of the other thug. Go over to the open garage door. Someone
in the garage ahead and to the right chucks a grenade out, but it completely
misses you. Don't worry about it. There are three enemies in the garage the
grenade came from, and they're tough. One has an Ingram, one has a Sawed-Off,
and one has a Desert Eagle.

Here's my strategy. I run out of my garage door and shootdodge forward to clear
myself from the possibility of behind shot at from the garage to my right. At
the end of the shootdodge, I run left, and down the metal steps at the end. I
hide below these metal steps, turn around, and equip the Desert Eagle. The
three thugs come running and crouch some distance away, and start firing. I go
for headshots and kill them one-by-one while receiving little damage myself.
After all three are dead, go into the garage where they were. Grab the
painkillers in the medicine cabinet on the wall, and the shotgun and Desert
Eagle ammo on the floor. As you can see, there's meat hanging and lying around
various places. Shootdodge through the doorway in the upper left of the room,
and kill the Dual Ingram-toting black suit thug on the opposite side of the
room, which has meat hanging everywhere. What I do is, I shootdodge in, trying
to get a good hit or two in while I'm at it, then I hide behind the stack of
boxes here while the black suit runs out then comes back in. As he approaches,
I step out partly from behind my boxes and kill him. You didn't have to kill
him, by the way, but it's worth it for the Dual Ingrams. Exit through the open
garage door. Walk forward and drop down onto the driveway, and head right. When
you reach the street, head left. At the end, you can see a burning, knocked
over police van. Two dead policemen are nearby. Go in through the open double
doors of Lupino's hotel and step up to the yellow police tape lines.

Max realizes that the police have come and gone, leaving yellow police tape and
chalk lines of the dead bodies; those few cops who stayed behind are dead. Walk
into the room and try to open the door marked Lounge. Max will put his ear to
the door and you will see a graphic novel in which one of Niagara's boys is
talking in the telephone, learning how Mona Sax tried to kill Punchinello but
was taken down and will be killed by the Trio. There are three thugs there. The
one who was talking on the phone has a Beretta, the black suit has a Desert
Eagle, and the third thug has a shotgun. Quickly step to the right of the
doorway, and no one should see you. The thug who was on the phone will come up
the short stairs into your room. Shootdodge left and kill him. Take cover to
the left of the doorway. The other two thugs will retreat into the Cabinet room
beyond. Stay to the left of the doorway, and in a moment the black suit should
exit the Cabinet room and run towards you. Shootdodge to the right and blast
him as you do so. If necessary, keep on attacking him when you land. Two down,
one to go. Walk down the steps and take cover to the left of the opened doors
of the Cabinet room that the third thug is in. Shootdodge right and cap the
third thug. Collect the Ingram ammo and three jars of painkillers on the small
table near the telephone that thug was talking on, and read the letter and
listen to the radio on the same table. The radio tells you that the police have
found out about the Ragna Rock shootings, and that "reliable sources" say that
Max Payne is among those dead. The letter is from Punchinello to Niagara,
giving him orders to kill you. Continue down the hall and, if you want, enter
the bathroom. In the last stall, there's a thug with stars and stripes
underwear and a Sawed-Off. Kill him if you like, then proceed to the bar.

Open the bar door. Niagara and three of his boys are in here. Niagara has Dual
Ingrams, one of his boys also has Dual Ingrams. Another thug has a Sawed-Off ,
and the black suit has Dual Berettas. In the cutscene, you will roll to the
left. Stay right where you are and whip out a shotgun. Look through the part of
the doorway you can see, and blast the Dual Ingram thug running around there
dead. Step partly into the doorway when Niagara is on the other side of the
room, and cap the black suit with Dual Berettas behind the bar. Shootdodge to
the right side of the doorway and kill the third thug with the Sawed-Off. Wait
here for Niagara to come in (or shootdodge to the left side of the doorway
first if you like), then go for him with Dual Ingrams (remember, you got some
from that black suit in one of the garages). Once all of them are dead, you
have a few moments to run around collecting their weapons, then the game will
give you another graphic novel. First, you'll see another Captian
Baseballbat-boy comic, then Max is driving a car (I suspect that he borrowed it
without permission). Max spots a car tailing him -- a black Mercedes. Max stops
and Vladimir comes out. He tells Max that he has an offer for him that he can't

An Offer You Can't Refuse

Vladimir tells Max that he's an enemy of Punchinello. One of Vladimir's men,
Boris Dime, captian of the ship Charon, has switched sides and gone over to
Punchinello. Vladimir says that the Charon is loaded with guns, so if to goes
over to Punchinello, Vladimir has lost. Vladimir then says that, if Max wants
to deal with Punchinello, he'll need proper equipment, and a lot of the stuff
he needs can be gotten on the Charon. Max agrees to deal with Dime and get the
ship back for Vladimir. Max goes to the Brooklyn waterfront, where the Charon
is docked.

Enter the guardhouse ahead, and kill the thug inside, who has a shotgun. Pick
up the shotgun on the desk and the shotgun ammo on the shelves, then flick the
switch next to the window. The gate will open. Go to the corner and peer
around. There's a goon with a shotgun on the platform, and there's another on
the ground, with a Beretta. Step out and take out the shotgun thug (I use an
Ingram for this), then turn left and kill the other thug when he runs around
the large crate. Go up onto the platform. Open Warehouse 4 by use of the switch
next to it. There are three thugs in here. Both one of the thugs on the ground
and the thug on the balcony are armed with shotguns, and the third thug has a
Beretta. The thug on the balcony also has grenades. There are various ways to
do this, but this is the one I recommend. Shootdodge to the left and blast the
thug on the ground with the shotgun. Let the warehouse door close, then open it
again using the switch. Shootdodge to the left again, and this time take out
the other thug on the ground. Run into the warehouse and hide behind the boxes
to the left. The thug on the balcony will throw a grenade, but it should be way
behind you. Once it explodes, step out and cap the thug on the balcony. Jump to
the tops of the large boxes and leap to the broken stairs. Climb up them onto
the balcony, and collect the Grenade or Pump-Action Shotgun of the thug there
(it depends on which he was using when you killed him, but it's generally the
shotgun). At the end of the balcony, pick up the Ingram and Ingram ammo and
painkillers, then go back down to the ground and go through the door with the
safety signs on either side of it.

You can see a thug with a Beretta walking away from you, and there's an unseen
thug armed with an Ingram inside the truck ahead and to your left. Shoot the
red barrel that's near the thug walking away when he approaches it, it will
explode and should take him out. Then turn to the truck and kill the other thug
as he runs out. I suggest shootdodging to the right just after you have shot
the red barrel, and taking the Ingram thug from the shootdodge. Grab both
weapons and jump into the truck where the Ingram-holding thug came from. Pick
up the shotguns and two boxes of shotgun ammo in here, then leave the truck and
open Warehouse 5 using the switch next to it. There's only one thug in here, on
the balcony. He throws grenades and uses an Ingram. Step in and take cover
behind the boxes to the left. When the thug throws a grenade (the warehouse
door shouldn't have closed yet, then run out of the warehouse. When it has
exploded, reopen the warehouse door and step behind the cover of the boxes
again. There are three flammable red barrels in here, by the way; be careful of
them. Whip out something like the Desert Eagle, step out a partially, and go
for a headshot. Use the elevator on the ground to go up to the balcony. Collect
the thug's weapon (a Grenade or an Ingram, but it's usually an Ingram) and use
the controls here to manipulate the crane. The crane will move a pile of boxes
from in front of a door, but then two thugs, one with a Sawed-Off Shotgun and
one with a Desert Eagle, open the warehouse door you came in by and run in.
Kill them both from your balcony, then use the elevator to go back down (or you
can shootdodge off of of the part of the platform on the right that has no rail
on it, you should land safely if you shootdodge). Exit the warehouse through
the newly-unblocked door.

There's a guard to the right, walking away from you. You know what to do.
Continue in the direction he was going. You will see another thug with a
Pump-Action Shotgun ahead, walking away from you. Kill him, go foward, and then
head right. There's a table back here with guns and ammo. Smash the crate next
to the table for painkillers. Now head back in the direction that thug was
going. You will see a large yellow crane ahead. As you approach it, a thug with
a shotgun runs out, and two other thugs come running, one equipped with a
Beretta, the other one equipped with a Desert Eagle. Kill all three of them (I
use the Ingram for this), then go beyond the crane and turn right. There's
another table with supplies here. Pick up the ammo, guns, and painkillers on
it, then go back to the crane and jump up onto it and make your way up to the
controls. Use the controls, then immediately whirl around and select the Desert
Eagle or a good long range weapon. On the building in back of you and a ways
away, a thug has run out and is firing. Kill him. Two more thugs have run out
on the ground and are around the crane you're on. Jump down and kill them. Pick
up all the dropped weapons and the things you haven't already gotten from the
tables, because you won't be able to come back here again. Now go over to the
place where the huge storage case the crane moved was. Go through the space and
head left. Now hide behind the storage case ahead and to your left and wait
there. The crane will drop the storage case it was holding, blocking the way
you came. In a few moments, a thug with a shotgun comes around. Kill him and
continue along the path.

At the end, turn right and go forward between the "legs" of the giant crane.
You can't see him, but there's a thug on top of the crane. It starts to move in
the opposite direction. Go forward and enter the open door ahead and to the
left. Inside, grab the Desert Eagle and shotgun ammo. Outside, the crane comes
back with a storage case, but crashes. Two thugs run towards it, and they're
going to discover you. One has a Beretta and will drop both it and painkillers
when he dies, the other has a shotgun. Shootdodge out when they're near and
kill them both. Grab their weapons and painkillers, then head right (from the
exit of the little storage room you were in). Shootdodge through the opening
between large crates ahead of you, and turn right. There's a thug there with an
Ingram and grenades. Kill him fast, and get out of the way of his thrown
grenade, if he had the time to throw one. Smash the small crate next to the
large crate he was near for painkillers. Then go on. There's another giant
moving crane to your right, and it's headed this way. Use the Desert Eagle or
something to kill the driver, then hide behind the large crates here. Once the
crane has stopped and its driver is dead, it will lift its cargo into the air
and two thugs will come running towards you. One has a Beretta and the other
has a shotgun. Step out from behind your crate partially and step back. The
thug with the Beretta will run towards you. As he approaches, step out and cap
him. Then kill the other thug (I generally use the Ingram for both of them).

Walk forward a few steps beyond the crane until you hear a thug shout out.
Retreat and hide behind the left "leg" of the crane. When two thugs, both
holding Berettas, approach, step out slightly and kill them both. Go forward
and shootdodge into the path leading left that they came out of. Another thug,
sporting a Sawed-Off Shotgun, will roll up. Kill him. Now walk forward and peer
around the corner to the left. There are two thugs there. One of them has a
Desert Eagle and drops painkillers, the other has a Beretta and throws
Grenades. Shootdodge out and kill the one to the right (he's the one who throws
Grenades). Land and shootdodge at the other thug. Kill him too, and pick up the
dropped painkillers, Grenade, and Desert Eagle. Note the broken bridge to your
right. Walk forward a ways, then look back. In a few minutes, one of the
stacked storage cases will open, and a thug with a Beretta will step out. He
expects Rico Muerte, but it's you instead. Kill him and enter the storage case.
Grab the painkillers, Sniper Rifle, and Sniper Rifle ammo. Yep, you finally
have the Sniper Rifle. Then read the letter next to the suitcase of money. It
reads: "Mayor". A Sniper Rifle, a suitcase of money, and a letter saying
"Mayor". Max puts three and three together, and deduces that Rico Muerte wasn't
just here to sort out family troubles. Exit the storage case and head left. At
the next corner on the right, peer around. There's a thug with a shotgun there,
and there's another thug, unseen by you,  with a Beretta. This would be a great
time to do some practice with the Sniper Rifle. While the first thug is walking
away from you, whip out your Sniper Rifle and press and hold the Use
interaction key (defaultly E or Enter) to zoom in. Fire at the back of the
first thug's head. The second thug comes running. Kill him too. After dealing
with them, press the Use key again to exit Sniper Mode.

Run across the metal bridge (whatever you do, don't walk off one of the sides,
because Max will drown in the deep water) and jump up onto the dock. Break the
padlock of the metal gate nearby and help yourself to the painkillers, Desert
Eagle, Desert Eagle ammo, and Ingram inside, then exit. But what to do now?
That bridge is broken, you can't swim in the deep water, you can't use a boat.
Note the sign on the side of the warehouse here saying to use wheel blocks
whenever parking around here. Look to the right of that sign, and you will see
a truck, with a wheel block. Shoot the wheel block, and the truck will go
rolling backward, and tip over the bridge to be correct again. Now, leave as
you came: over the metal bridge. Now, as you are approaching the metal bridge
to go back over, a thug with a shotgun may run out of the area ahead, or he may
do that when you cross the metal bridge. Either way, kill him. A second thug,
with a Beretta, rolls up. Kill him too. Alternatively, it might be the Beretta
thug who comes up first, and the shotgun thug who follows. Peek around the left
corner ahead. You will see a third thug in the distance, with Dual Ingrams.
Time to whip out your Sniper Rifle again. Kill him with a shot to the head, and
do the same to the thug who runs up to him a moment later. Now go left down the
road to where the two guys you just shot were. As you approach, a thug with a
Beretta leaps out of the turnoff where the broken bridge was. Kill him. Go
across the broken-but-weighed-down-so-it-can-be-crossed bridge, skirting the
truck that rolled onto it because you shot out its wheel block.

As you reach the end of the bridge, a thug with a shotgun runs out of the
building ahead and to your right, and another thug armed with a Beretta runs
out of another building far ahead. Deal with the shotgun-holding thug, and use
the Sniper Rifle or Desert Eagle or Beretta to take care of the other thug,
then pick up the dropped shotgun and enter the building which the first thug
came out of. Grab the Grenades on the shelves and the painkillers in the
medicine cabinet, then use the switch to the right of the shelves to open a
"secret" (although it's pretty easy to see the outline of the door) room. Walk
into the room and pick up the painkillers, ammo, and guns. As you leave the
secret room and go back into the main part of the building, then a few seconds
a thug with a Desert Eagle will run into the building. Kill him, then exit the
building and head right, towards the warehouse which the thug with the Beretta
came out of. Enter the door he came out of.

With Rats and Oily Water

Max enters the warehouse. Ahead and above is a lookout thug with a Beretta,
looking away from you. But the second you take a step forward, he notices you
and a second thug, holding an Ingram, runs up to you. So what to do? Use the
Desert Eagle to take out the lookout, then run and hide to the left of the
pillar ahead and turn right. The Ingram thug will run towards you in a minute,
shootdodge out and go for a headshot. Head right. When you reach the yellow
forklift, turn left. At the end, pick up the ammo on the shelves. Then turn
around and head back the way you came. Take the first right you see. There are
shelves ahead. Run up and hide behind the crates to the left of the shelves,
as, when you approach, a thug with Dual Berettas runs up on the other side of
the shelves, and another thug who holds a shotgun and throws Grenades runs up
on a catwalk ahead and above. First, take a few steps back and take out the
thug on the catwalk. Then, step forward again and step slightly to the right of
the large crates you're hiding behind. The thug behind the shelves will shoot
the boxes on the shelves he's behind. Go for a headshot, then pick up stuff on
the shelves. Turn around and go straight. You will see a fork here. The path to
the right is the way you came. So take the path to the left. There may be a
body ahead, the body of the lookout you shot at the start, who flew right off
the box. Move forward very slowly. When you see a grenade go flying past, turn
and RUN. Hopefully it shouldn't hurt you. In a moment a thug with a Desert
Eagle will come running, so be ready for him and kill him. Once he's dead,
continue. When you reach the end of the path, turn left.

You should be under a catwalk. Go forward and, when you see that another path
is ahead and to the left, run into it and shootdodge ahead. Kill the thug with
the Ingram. Then, go forward and right, fast, because another thug has just run
up onto the catwalk, and he's firing at you with an Ingram. Walk forward and
take another right. Ahead and to the right is a ramp that leads up to the
catwalk. Run up it in a hurry and take out the thug with the Ingram. Go up to
the top of the ramp, and a thug holding a Beretta will run out of a door ahead
and to the left. Shoot him dead around the left side of the large crate that's
in the way, then grab the dropped Ingram and go back down the ramp. Take a left
and follow it to the end, then turn left again. There are shelves here with
useful supplies. Collect all the stuff you need, then go back up the ramp to
the catwalk. Go right and, at the end, go left. Do the same thing several more
times until you find you've gone in a square, and are on the other side of that
large crate that was blocking the way. Go through the door to your right.

Straight ahead is a machine that looks like another one of those cranes, and
it's moving towards you. There's a thug with Dual Berettas in the driver's
position. Step to either side of the door and it will close again. Wait a few
minutes (more precisely, wait until the noise of the machine moving has
stopped), then shootdodge through the door and kill the thug with a shotgun
blast. Hop into the crane (I'm going to call it that even though it doesn't
appear to be) and grab the dropped the Sniper Rifle and two boxes of Sniper
Rifle ammo. You can use the four controls to move in one of four directions.
You can only move if the track that's built for the crane goes that way, and if
nothing is blocking the way. I will say that the control box directly to the
right of the sort of built-in table in this crane is forward, the one on the
side opposite from that is backward, and so on. From the start, whip out your
Sniper Rifle and go forward. When the crane stops, use your Sniper Rifle to
take out the thug in the lookout guard house way ahead (note that each of the
lookouts is equipped with a Sniper Rifle), and also the thug in the guard house
more or less to the left (you will have to be in the lower-left corner of the
crane to see him).

After you have taken both thugs out, move the crane left (you can't go forward
because a fallen storage case blocks the track). Once the crane has stopped
moving, you can see two more guardhouses: one to the left and one way off to
the right. Kill the thugs in both, then maneuver the crane backwards to the
guardhouse on the left whose guard you just shot (remember the system of
forwards, backwards, left, and right we're using). Jump out into the guardhouse
and pick up the Sniper Rifle, the Sniper Rifle ammo, and the painkillers. On
the ground, three thugs will be running up to you. Use the Sniper Rifle to take
out all three. Get back in the crane and go forward all the way to get to the
next guardhouse you can reach (on the way you will see one of the guardhouses
you can't reach to the left). Hop into this guardhouse and grab the Sniper
Rifle, Sniper Rifle ammo, Ingram ammo, and painkillers. Two thugs on the ground
willl run up and start firing at you. Kill them all with your Sniper Rifle, and
jump back into the crane. Go backward and right, then forward. Jump out into
the guardhouse and collect the Sniper Rifle, two boxes of Desert Eagle ammo,
and painkillers. Then snipe the two thugs running around on the ground. Hop
back into the crane, then hop off onto the platform here and go through the

This part can be tough, but with my strategy it shouldn't be too hard. I hope
you have a lot of Ingram ammo. You're on a catwalk. Quickly strafe left, and,
as you do, kill the guy with a shotgun on the ground below and ahead of you.
Run down the ramp at the end of the catwalk, and hide behind the forklift
ahead. Turn left and crouch. When a thug with a Desert Eagle comes into your
vision (he ran from the room at the end of another catwalk), kill him. A few
minutes later, two thugs, one with a shotgun and the other with a Beretta, come
running from the same room. Kill them too. A few moments later, a fifth, with a
Pump-Action Shotgun, should come from the same room. If not, then we'll attend
to him later. Go forward. When you come to a ramp on the left (the ramp that
all those thugs came down from), then go past it and turn left. Shootdodge
ahead, and turn right to see a thug with a Desert Eagle in a fenced-in room.
Kill him. Then go up the ramp you just passed and along the catwalk. Shootdodge
through the door at the end. If that fifth thug didn't run down and fight you
before, then he will come out of the room now. Kill him if he's there and go
into the room. Look out the open window. There's a thug there with a shotgun on
a boat -- the Charon. Kill him. Then flick the switch next to the door you came
in by. You will see a cutscene of the door of that fenced-in room opening. A
thug comes in there, however, and he's coming for you. There's another thug
coming in too.

My suggestion is to get back from the door and pull out your Sniper Rifle.
Don't go into Sniper Mode, just keep it out. When the door opens, FIRE. It
should kill the thug with the Pump-Action Shotgun. Fire at the thug beyond him
with the Beretta. Incidentally, next to this catwalk there's a large crate at
roughly the same height as the catwalk, with two boxes of Beretta ammo on it. A
similar thing exists at the other catwalk (the one you used to get into this
warehouse), but with Desert Eagle ammo. Collect both boxes of Beretta ammo and
both boxes of Desert Eagle ammo if you like. Also, explore the table in one of
the corners of the warehouse. There's an Ingram and a box of Ingram ammo on it,
and in the small crate next to the table are painkillers. After collecting all
the ammo and dropped guns you want, enter the now-opened fenced-in room.
Collect the supplies, and, when you're ready, try to open the door.

Max kicks the door open, and there is a graphic novel in which he thinks that
the weapons will be stored in the hold, with rats and oily water. Shootdodge
out. There are two thugs to the left on the dock; one has a shotgun, the other
has a Desert Eagle (although he switches to a Beretta if he runs out of ammo).
Kill them both and pick up their weapons, then climb the gangplank up onto the
deck of the Charon. Let me break for a moment to say something. To the right,
you will notice a crane. You can actually jump up and make your way to the top
of the crane, by jumping up onto the raised platform behind it, then turning,
and jumping onto the low part of the crane, and jumping up onto the cables. You
can slowly make your way up to the top. From here, you can actually use the
Sniper Rifle to take out the thugs on the bridge, and even Boris Dime (I will
discuss killing him from here later).

The second you set foot on the ship, a thug will cry out in alarm and run over.
Quickly move all the way left, then stay where you are. A thug with a Beretta
will run out in front of you and stop, firing. Kill him. Now go over to the
corner of the red storage case he's by and peek around. A thug with an Ingram
runs down from the upper deck towards you if you step out, so do so. You can
step back into cover, step back out, and cap him with the Sniper Rifle, or get
back behind the corner and shootdodge out and blast him as he approaches.
Either way, kill him and proceed forward a slight ways, then peer around the
corner to the left of the same red storage case you peeked around the corner of
last time (it was a different corner, though). A thug with a shotgun runs up to
you, shootdodge to the right and cap him. Pick up all dropped weapons and take
a left at the corner where you just hid. Take a left at the end and pick up the
Desert Eagle and Desert Eagle ammo here, then turn around and go up the stairs
a small ways behind you. At the top, run forward onto the bridge (there should
be a dead body here, the thug you capped from the window of that warehouse a
little while ago) and shootdodge forward into the open door. Turn right and
kill the thug with the Sawed-Off. Answer the radio. It's Angelo Punchinello.
Max provokes him, on the theory that angry people make mistakes. Grab the
painkillers in the medicine cabinet, then open the door that's on the opposite
side of the room as the radio set.

There's a thug with a Beretta down the stairs here who throws Grenades. He will
throw a Grenade up at you right now, so run away. The blast shouldn't harm you.
Go back to the doorway. The thug who threw the Grenade should have been killed
by the explosion, if not, be ready to do the job yourself. As you go down the
stairs to the landing where the thug was, another thug, with Dual Berettas,
will run up the stairs, so hide at the corner here near the bottom of the
stairs you're on, and, as he approaches, shootdodge out and kill him. Go down
these stairs, but, as before, hide at the corner near the bottom. Another thug
runs up from the stairs below, holding a shotgun. Shootdodge or step out and
let him have it. Now, down the next flight of stairs are two thugs, one holding
a Desert Eagle and one holding a shotgun. I personally prefer to chuck a
Grenade down there, but you can handle them as you like. After killing them, go
down to the bottom of the staircase. When you're ready, open the door to the
right, which leads to the engine room.

Boris Dime is in here, along with three thugs. Dime himself has a shotgun, and
can throw Motolov Cocktails. One of his boys has an Ingram, another has a
shotgun, and the third has a just a Beretta. From the start, quickly step back
and to the right, up the first step or two of the stairs here, so as not to get
hit by Dime's blast. Dime runs to the back of the engine room and lets his boys
run up front. Now, you can kill all three of Dime's boys (we will discuss how
to do this in a minute) and attract Dime's attention and then Dime himself will
come after you. You can actually race back up the staircases to the bridge
(Dime will stop on the bridge, but if you go back and lure him more, he'll
follow you everywhere), then run all the way to the front of the ship, and
climb the crane. As I said before, to climb the crane, jump up onto the raised
platform behind it, then turn, jump onto the low part of the crane, and jump up
onto the cables. Slowly and carefully make your way to the top of the crane,
and, from the top, you can use the Sniper Rifle's Sniper Mode to kill Dime.

However, now we will discuss killing Dime's three pals. He may throw Motolovs
and kill some of them himself, or you might have to do it yourself. I will
assume that he won't throw Motolovs. From the moment after the cutscene that
you saw after you opened the door to the engine room, quickly step back and
right, as I have already said, to dodge Dime's blast with his shotgun. Two of
the thugs should now run up, and stand still, waiting for you to come out.
Here's what I recommend doing. Equip the Sniper Rifle, and shootdodge left (as
you cannot shootdodge while equipped with the Sniper Rifle, however, you will
end up doing a roll instead). When you land, take out both the Beretta-holding
thug, who should be closest to you, and the crouching thug beyond with the
shotgun. Use your Sniper Rifle for both of these kills. Then step into the
doorway and use your Sniper Rifle to snipe one of the propane tanks in the back
of the room. After the explosion, Boris Dime should come running for you. Get
ready to kill him. You can either use several good hits with the Sniper Rifle,
or Dual Ingrams. Dual Ingrams are faster. I like to start up the stairways here
and stop just after rounding a corner. Then I turn around and wait for Dime. He
runs up and starts firing, but since he's right-handed, all his shots bury
themselves into the corner. I then have a clear chance to kill him. Or, as I
said in the previous paragraph, you can lead him up to the bridge (where he
should stop), then run all the way to the front of the ship, jump onto the
elevated platform behind the crane here, then turn around and jump up onto the
crane. Then slowly walk up the cables to the top. From here, you can use the
Sniper Rifle's Sniper Mode to take out Dime. Anyway, after he's dead, go into
the engine room and bury a slug in the final thug, who has an Ingram.

There are lots of weapons and lots of ammo in this room, so stock up. Also, if
you didn't use all the painkillers in the medicine cabinet on the bridge, then
I recommend going back up there and grabbing them and using them now, as you
won't be able to after you've gotten the guns in the cargo hold. Go back to the
engine room if you left to get the painkillers, and go through the next door
(which only opens after Dime is dead) into the cargo hold. Whoa... guns galore.
Guns of every type you've found by now, including a new kind, the Colt
Commando. Grab everything from both this room and the engine room, then head
back up the staircase to the bridge. As you start up the staircase, you will
see a graphic novel in which Max bids Vladimir farewell.

Put out my Flames with Gasoline

Max thinks that, even with this many firearms, it'll be hard to get Punchinello
in his manor. Maybe if Max pretended to bargain with him, he could corner him.
Max calls him, and tells him that he has his ship and cargo and is interested
in bargaining with it. Punchinello tells Max to meet him in his resturaunt,
Casa di Angelo. Max enters, but there's nobody here. There's something odd
about this.

To be exact, the whole place has been booby-trapped. The second you take a few
steps forward, flames explode everywhere. But don't step forward, instead go
right, then from there left. This way you won't set off the booby until later.
Run through the double doors behind the bar. Quick Save now, before going
forward. When you do, you trip another booby. Quickly run across the room to
the double doors. In here, run to the right of the two shelves you see in front
of you and to the right. Run between those shelves and the shelves to the right
of those. At the back of the room, turn right. Turn right again at the corner
of the room. Go through the door at the next corner (you couldn't get there
directly because flames blocked your way).

Follow the hallway to the next room. Move fast, because flames are everywhere.
In the next room, turn left and run through the long doorway with no doors on
the left side of the room. This would be a good time to Quick Save. Now follow
the hallway left. As you run, the place will of course explode in flames. In
the next room, quickly run to the right side of the room. Jump left over the
seats. At the end, quickly head left, then straight to the back of the room.
Then head left up the stairs. While on the stairs, Quick Save. Follow the
hallway here until you see a door leading left. Go through it. Run to the back
of the room, then go right and through the door. As you enter, the dessert
carts to your right explode. Jump over the first one, then jump diagonally to
the left over the second one. Run diagonally right to get past the flames ahead
of you, then turn left. Run fast, because an ignited propane tank goes flying
past you. At the end, turn right and jump over the low black wall here (or the
low black wall just before that in the aisle). Drop down to the other side, and
run right. At the end, run left through the double doors.

There's no more fire, but in this kitchen is a black suit thug with Grenades
and Dual Berettas. Shootdodge into the room and kill him quickly and pick up
his weapons (he should drop both Grenades and Dual Berettas). There are two of
his pals in the basement. One has a Sawed-Off Shotgun, and the other weilds
Dual Ingrams. Notice the open dumbwaiter. Chuck a Grenade down it. It should go
all the way down the dumbwaiter to where those two thugs are, and it should
blow them up. If it somehow doesn't, then be ready to do the job yourself.
First, however, stock up on the supplies in the kitchen. You probably won't
need most of them, since you just piled them in on the Charon, but you never
know. Go down the stairs to the basement. Those two thugs should have been
killed by that Grenade you threw. If not, kill them now. Drop down the open
trap door to the sewer.

You're on a catwalk, and you're near some thugs who don't seem to like you. The
first one to spot you is a thug with a shotgun (although he can switch to a
Desert Eagle) there's another thug who has a Beretta, and there is a black
suit, equipped with Dual Berettas. Cap the goon with the shotgun the second you
land, then shootdodge down the steps and blast at the other two (I recommend
using an automatic for this). As you reach the four-way fork at the bottom of
the steps, another black suit rolls out. He also has Dual Berettas. Kill him
and pick up his guns. Head left in the catwalk. When you reach the end there,
go right. Peer around the corner ahead. There's a thug with a shotgun there,
ready to blast you the second you take a step in front of his gun.

Shootdodge left around the corner, and kill him as you do. When you land,
quickly deal with the Ingram-toting black suit on the ground ahead of you (he
switches to Dual Berettas if he runs out of ammo). Once both are dead, go back
until you find stairs that lead up to the catwalk. Go back to the corner where
the dead shotgun-holding thug was. Now follow the catwalk to the next corner,
on the right. Peer around it to see a thug there with a Sawed-Off Shotgun.
Shootdodge out and give him the shock of his life. Proceed through the sewer,
walking on the ground. At the next corner of the tunnel, on the left, peer
around the corner. There are two thugs there. One holds a shotgun, the other
has an Ingram (although he soon switches to a Desert Eagle). Shootdodge out and
kill them both fast. Use a set of stairs to get up onto the catwalk. Walk to
the end of the catwalk and go up the stairs. Then go through the door. Vladimir
learned that Punchinello's restraunt was on fire and hurried over. He gives Max
a lift to the Punchinello Manor.

Angel of Death

Max sneaks into the Punchinello Manor and enters through the backdoor. Luckily,
someone has left the backdoor open, and killed the guards. Max thinks it was
Mona Sax. You get to see a cutscene of Punchinello's deadly Trio, who you will
have to deal with in this level, rather than having a boss fight with

By the way, feel no problem with wasting your ammo, because at the end of this
level you'll be disarmed again. However, I suggest not using the Colt Commando
at all during most of the fights, with the possible exception of the Trio
fights, saving it for the final fight against the three killer suits. All three
of the Trio battles will be tough, and will generally either involve losing a
lot of health or a lot of Bullet Time, or both. But don't shy away from them!
You're a good ways through the game and too early to be giving up.

To start off, walk down the steps and enter the door on the left. There's a
Desert Eagle on the floor and a dead thug with a knife in his back and a sign
saying "Soon" on the table. Examine the corpse if you want, then exit the room.
Approach the doorway on the other side of the room. As you do, a thug with an
Ingram walks out. Kill him. If you need ammo, the shelves in here will help
you. When you've stocked up, shootdodge into the doorway the thug came from,
facing left. As you shootdodge, take out the thug with a shotgun. If you don't
he'll get to the right and wait out of view. Stay where you are for a moment. A
thug with Dual Berettas should roll into the hallway.  Go down the hallway and
plug him if you didn't already, then enter the door to the left of the end of
the hallway and wait a moment while a Sawed-Off Shotgun goes off. Instantly go
forward and kill the thug to the left who holding the Sawed-Off in question.
Get the two jars of painkillers on the barrel if you need them, and return to
the hallway.

Enter the doorway ahead and to the left. Instantly step to the left of the
doorway as a thug laying waste with Dual Ingrams runs by. Don't worry about
killing him, it's nearly impossible at the moment due to his and your
positions. Just let him run into the next room. Enter the room (there are some
shelves in here with a lot of ammo, by the way) and position yourself in front
of the doorway the thug ran through. Then step to the left and wait for a thug
with a shotgun to run out. Step or shootdodge to the right and fill him up with
leads. There are still the Dual Ingram thug and a guy with Dual Berettas.
Shootdodge in and face left. With a little luck, they should be right next to
each other and you should be able to take them both out easily, at least with
an automatic. Okay, now you should have full or almost full Bullet Time. If you
don't, you might as well reset back to the beginning of the chapter, because
the next battle will be almost impossible without it.

Go up the stairs and enter a door. A gangster runs out of the door opposite to
yours. Let him go. The door shuts behind him. Examine Lisa Punchinello's tarot
cards. The other door in this kitchen, by the way, is currently unopenable.
Pick up all the Ingram ammo, shotgun ammo, and painkillers, then get ready to
face a difficult battle as you position yourself in front of the door the thug
ran through, press the key that makes you enter Bullet Time but NOT shootdodge,
and run (not shootdodge) through the door.

Okay, Pilate Providence aka "Big Brother" is in here with his favorite Ingram,
as well as a thug with a shotgun and another with a Sawed-Off. All three are
behind an overturned table. As I said, it's a very good idea to set aside a key
that activates Bullet Time but doesn't shootdodge before this fight, and press
it just before you run into the room. Quickly run counterclockwise around the
room and aim your weapon (hopefully Dual Ingrams or the Colt Commando) at the
head of Providence, the guy in the center. Keep running around the room
counterclockwise until Providence's down. Then take out his two buddies. Or,
take them out right to left. Trust me, run around the room counterclockwise,
you'll be shot and killed in no time otherwise. If you've enabled Bullet Time
with no shootdodges for this battle and go around the room counterclockwise,
you may not lose any health at all, but you'll most likely lose a lot of Bullet
Time. So try this until you do it and still have some Bullet Time left.

By the way, I've heard that it's also possible to lose no Bullet Time, and
instead open the door and try to chuck a Grenade in. If you do it properly, it
should kill one or both of Providence's buddies, and would him. Then run in and
finish him and any surviving gangsters off. I haven't managed to do this
successfully yet, but you're free to try if you like. It can't hurt too much.

No time to stop once they're all dead, position yourself behind the table and
aim at the door you came through. A few moments later, two thugs with Desert
Eagles should come running in. Kill them. Good, that should have restored some
of your lost Bullet Time. Pick up all the dropped weapons you want (you might
want to go back through the manor and pick up any ammo you left behind), and go
back to the kitchen. The other door here was opened by those thugs, so go
through it. The second you step in, a thug on the balcony ahead fires at you
with a Sawed-Off Shotgun (that thug is actually Vince Mugnaio, one of the
Trio), but don't worry about him, he can't hit you and he runs off through some
door. What you should worry about is the thug to your left, who is firing at
you with Dual Berettas. Step out and torch him. Now go stand near where he was,
face the wall that contains the door you came through, and walk backwards,
aiming up and slightly to the right. You'll see a thug with a shotgun on the
balcony above you. Quickly kill him before he kills you. I strongly suggest
killing him, as he'll haunt you later if you don't. Okay, the room is now
clear, Go through the next door.

You're in the doorway. Exhibit A is a suspicious-looking bush on the left side
of the room with a thug with a shotgun hiding behind it. Step forward, aim
left, and take him down before he hits you. There's a grand piano in the room,
you can play it. If you shoot the stick whatchamacallit propping up the upper
part of it, it will produce a different sound. Enter the next room. There's a
bar-like counter in here, as well as two thugs and some ammo and painkillers.
Thug #1 has a Desert Eagle and Grenades, thug #2 has a Sawed-Off. Thug #1
throws a Grenade when you enter. Kill them both. There are numerous ways to do
this, but I like to open the door, then run back behind the grand piano and
target them one at a time as they run out one after another. Enter the next

You're in the entrace hall to the manor, and I've got good news and bad news.
The bad news is that there's a thug sitting on one of the pillars on either
side of the staircase, aiming at you with Dual Ingrams, and there's another
thug on the other side of the stairs with a shotgun. Also, Joe "Deadpan" Salem,
the second member of the Trio, is on the balcony above you, holding a Grenade.
The good news is that you're about halfway through this place, and that Grenade
Joe's holding may be of more use than harm to you. There are two ways I suggest
to get through this.

Method 1: Quickly run forward to near the edge of the staircase, aiming at the
Dual Ingram guy. Fire!!! Once he's dead, wait for a moment. Salem will choose
not to chuck his Grenade and run into another room, and the guy with the
shotgun will start running up the stairs. Run up them after him and kill him.

Method 2: This is a method I discovered accidentally. From the room's entrance,
run right and forward. Stay there a moment, then quickly run left. If you do
this correctly, Salem will throw his Grenade in such a way that it kills the
Dual Ingram thug. Salem will run into that room as with Method 1. Kill the guy
with the shotgun. It's hard to get this to happen right and usually happens
just by chance, but it does sometimes happen.

Whichever way you use, once the two gangsters are dead enter the room Salem
went into, which is easy to find due to the fact that the other door, the one
with a crack in it, is locked. This battle will be hard. Salem's in there with
Dual Ingrams and two pals with Dual Berettas and the good, old-fashioned
shotgun. Did I mention that this battle will be hard? Whatever you do, don't
shootdodge when all three, or even just two, are alive, or you'll be dead
before you can thump the wall. It's possible to do some fancy work with
Grenades to take out the two bodyguards, but it's difficult and annoying and
you'll probably end up getting killed for your troubles. Here's what I do. I
look at the door from a diagonal. Which means, I'm to the left and behind the
door, facing it diagonally. I open it, step back and quickly align myself, and
kill the chubby thug with Dual Berettas with one hit with the Sniper Rifle. I
don't need to zoom in, I just fire and take him out with one shot. The door
closes. I switch to Dual Ingrams. There are two ways to go from here.

The first way actually does involve use shootdodges, but you may find it easier
to do otherwise. I shootdodge in and, while shootdodging, assault Salem. When I
land, I instantly shootdodge again and target him until he falls. Then I
shootdodge again, swivel my aim to the gangster with the shotgun, and take him
down. This method usually takes up a lot of health but little Bullet Time.

The second way is pretty obvious too. I activate Bullet Time but don't
shootdodge as I run through the door, like I suggested for the battle against
Providence. I run in and instantly run right. Let me repeat that. RUN RIGHT.
You must run right or you'll most likely be shot down in a second. While
running right, I target Salem, then the gangster. Or the gangster, then Salem.
Sometimes it's possible to take them down at the same time. This method tends
to use up less health than the first method, but a lot more Bullet Time.

It's your call which method you want to use. When you've killed them all,
though, you can congratulate yourself on a hard-won battle. Pick up all the
ammo and weapons you need and exit through the door you came in by.

On the opposite balcony, you'll observe a thug running through the door there,
which was locked. It's quite possible to cap him now, so try to do so. Now go
across to where that door was and try to open it. It's locked again. But, in a
matter of a few seconds, it will fly open again. So stand back and it'll be
blown up a few moments later by a rocket-propelled grenade. Finally! You've
probably been wondering when the Duke Nukem weapons would start coming. Except
here it's called an M79. Vell, here iz ze setup. Zere iz zis guy, eh? Vid diz
rocket-propelled grenade launcher, eh? And he's ready to blow your face off the
moment you step into his line of sight. If you're lucky, he might already have
blown up that thug that ran into the room if you didn't manage to take him out
earlier. There are two ways to deal with this. First of all, you could step
into the doorway, step back out of the doorway, and hope that he blows himself
up. Or, you could go back to the balcony where the door to the room where you
battled Salem is, laugh as the thug's RPGs hit the railing of his balcony and
don't reach you, zoom in with the Sniper Rifle, and peg him. It's your choice.
Once he's dead, cautiously enter the room where he was.

There will be one or two enemies in here, one if you pegged the thug who
originally ran into this room or the guy with the M79 blew him up, and two if
that thug didn't get killed. The thug that might have been killed has Dual
Berettas, as does the other thug. Kill 'em and pick up the M79 and the box of
ammo for it. Launch yourself through the door of the next room to find a thug
with Dual Ingrams. Take him down. There's yet another thug in the next room
with yet another shotgun. You can wait here for him to come into the bathroom
or enter the next room and take him out. Either way, grab the much-needed
painkillers in the medicine cabinet in the bathroom and enter the next room,
which turns out to be a bedroom with a female body on it. It could be either
Lisa or Mona Sax, you can't tell. But it doesn't look like Mona, she wears her
hair in a ponytail. Either way, this drives Max back to think about his wife,
lying dead on her bed. You'll find a ringing telephone and a box of shotgun
ammo. Pick up the phone and Alfred Woden tells you that an armed helicopter has
landed on the lawn. Despite what he says, you've got all the time in the world
to finish here. Go through the next door.

Well, look where you are! You're on that balcony where Vince Mugnaio shot at
you with his Sawed-Off, remember that? The body of the thug you shot from below
should be here, if not you'll have to deal with the living, shotgun-toting
version of him. I'll assume you took him out earlier. Across the balcony from
you is the third and final member of the Trio, Vince Mugnaio. He's still
holding his Sawed-Off. Take him out now. If you don't, he'll run into the next
room with the other thugs. I like to run right and take him out with my MP7.
Two shots of that should kill him. I'll assume you killed him right here. If
not, reset to your last saved game or Quick Save, replay this, and take him out.

The final member of the Trio has fallen! Enter the room across the balcony from
you to find the last two thugs of the manor. One has a shotgun, the other a
Sawed-Off Shotgun. Kill them both. I should note that they're the last thugs
you're going to meet in a long time, the rest will be upper-class gangsters
hired by the government. I'm serious. Well, a particular branch of the
government. The only thugs you'll battle in the game after this are near the
end, and they're hired by a secret enemy of you, and I've listed them under a
different section in the Enemies chapter, so they don't count. These are the
last Punchinello-hired thugs you'll see in the game.

Now is the time to hunt around the manor for any painkillers you may need,
because you have one last hard battle before this chapter is over. There's some
Ingram ammo on the floor, by the way. When you're ready, when you're prepared,
equip the best automatic you have (preferably Colt Commando) and enter the door
to Punchinello's office.

Punchinello's on the phone, begging for help. Max barges into his office and
sticks him up. Punchinello stammers about a woman high up in power, perhaps the
government, who's ordering him to do all this, but Max knows he's just stalling
for time and gets ready to shoot him. Before he can do so, however, three
well-dressed gangsters, called killer suits, run in and do the job for him.

You're in a room with three killer suits, all holding Colt Commandos. This
battle is surprisingly easy, at least if you already have the Colt Commando in
your hands. My strategy is to crouch and fire, taking out the first killer suit
in front of me. The second stays behind the dead first, and the third should
run to the left, then back to the right. The second the first suit goes down, I
activate Bullet Time and run or shootdodge forward and to the left and take out
the two of them while I move. This actually loses only about half health and
not much Bullet Time. It doesn't matter how much ammo, health, painkillers, or
Bullet Time you have now, though, as long as you've managed to survive thus far
enough to kill the killer suits. Exit the office and try to go back through the
way you came in.

Max is cornered by a small army of killer suits and an ugly-looking woman. This
woman is the evil enemy of the game. If you want to learn her name, take a look
at the Bad Guys section of the Characters chapter. Max is forced to give up his
weapons. The woman injects him with an overdose of Valkyr.

~= Part III: A Bit Closer To Heaven =~

Part III Prologue

The mystery witch tells her army to take her to "Cold Steel" (recall that
billboard way back in the Police Brutality chapter?) and leaves you to rush
into more Valkyr-induced dreams.

You're in Punchinello's office. Go into the next room to find yourself in the
front room of Max's house. The Valkyr symbol on the wall is missing. In the
next room, the Valkyr syringe is on this wall, there's a blood smudge, and the
mirror or large photograph is gray, covered in blood. Go through the tunnel to
the next room, where you hear sobbing. Head up the stairs. There's green
beneath them. Enter the openable door to find yourself on the blood-stained
floor of the nursery, where you hear echoing baby crying. Go into the next room
to find the unsmashed picture of Max and Michelle. Enter the blood-covered
bedroom door and you'll see a cutscene of Michelle turning to Max in the

You find yourself in Punchinello's office again. Flames cover the walls, and
the telephone is ringing, bringing you back to your senses briefly, keeping you
from entering the bedroom. Pick it up and someone on the other end will say
nonsense (what he says varies). It's actually Alfred Woden, but you can't
understand him because you're drugged. As you put the phone down, you realize
that you didn't actually pick up the phone, you just picked up your gun. Read
the letter, in which Max sees pictures of the past outlayed like an album. He
realizes he's in a graphic novel. Exit out of the door you find yourself back
in Punchinello's office. The phone is ringing again. Pick it up. This time you
can make sense of what Woden's saying. He's reminding you not to lose it,
remember you're drugged. Read the letter again. Max realizes he's in a computer
game. Leave the office to find yourself back in the front room of Max's house.

NOTE: Actually, I was wrong there. Woops! As Robotech_Master points out,

This isn't correct.  It's *Max Payne's own voice* he hears on the phone.  The
first time ("graphic novel") it's gibberish, like you'd expect in a
hallucination.  The second time ("computer game") it's Max (his subconscious,
or a temporary split-personality) telling himself
to snap out of it, he's been drugged.

Go into the next room. It's all messed up. The door to the next room is blocked
by the garbage that was blocking another doorway, but this time it's that
doorway you can go though. So go through it and you'll hear a lullaby being
played. Up ahead is the main room of the house, and the heap of garbage is back
in its proper place, but the walls are covered in the blue sky and cloud
pattern of the nursery. Next room. Climb the stairs to find yourself in a
strange, candle-lit room. Go through the red walls of the tunnel to find
another trail of blood, like the one you saw in the last Valkyr-induced dream.

Follow your trail to the end. You'll hear Michelle sobbing and the baby crying.
Drop down to the trail to your right and follow that trail. Jump to the next
trail. At the end of this, you have three choices: jump left, jump ahead, or
jump right. Jump right and follow this trail to the end. Don't jump ahead to
the next, however, but fall down to the right and land on that trail of blood.
Follow it to the end (don't jump from the edge of the trail you landed on,
follow the actual trail the other way) and jump to the trail to the right.
Follow it and jump to the next trail. Jump to the candle-lit platform with the
baby's cradle and go up to the cradle.

You're in the bedroom, with Max shooting at you. Yes, another Max. You're armed
too, with Dual Berettas. Kill the other Max. Max hugs Michelle goodbye, on the
way to work. She starts to tell him about the Valhalla package that arrived on
her desk, but Max has to run. The killer was smiling.

Take Me To Cold Steel

Max wakes up, new dark stains on his soul that will never fade. He is
weaponless, except for his one Beretta. He has only one clue left: the mystery
witch departed for Cold Steel. That rings a bell: the Cold Steel Foundry. He
staggers to his feet and goes there. The place is very active for a cold winter
night; armed commandos everywhere, trucks moving about, radios crackling. Max
is pumped from the effects of Valkyr. He invades the camp, creeping around,
climbing a ladder to the roof.

The easy part of the game is over. It's come and gone. From here on, it's all
going to be hard. But don't give up, you'll want to play this through until you
win at least once. You know how you actually used to be able to go through
whole levels using practically no Bullet Time and weak weapons like the
Beretta? Times have changed. From here on, the Colt Commando will probably be
your main weapon. Luckily, many of the enemies you face from now on have that,
so there won't be a shortage of ammo.

Did I already mention that you have just your Beretta? Don't worry, though,
you'll soon be getting some much stronger weapons. Shoot the skylight and drop
down into the room. In the next room, there's a bunch of laser tripwires. Get
into the proper angle from within your room so you can shoot the mine of one of
the lasers, and shoot it to blow them all up. Go into that room and enter the
openable door to find yourself (luckily) in a supply room. Sniper Rifle, Sniper
Rifle ammo, Colt Commando ammo, painkillers, Grenade, lots of stuff in here. If
you listen to the radio, it'll just tell you about the storm and how it's not
letting up. The next room is very large, with lots of huge crates. I mean ones
that can store cars. There are two commandos patrolling around below. One has a
Desert Eagle, the other has a Colt Commando. Kill them both. You can do it any
number of ways. I like to kill the commando with the Colt Commando (the guy on
the left) first, with my Beretta or Sniper Rifle, then take out the other
commando when he runs up to the platform where I am. Once they're dead, take
their weapons. Now is a good time to whip out that Colt Commando you just got.
On the other side of the platform is Colt Commando ammo and the Colt Commando
itself. Grab 'em. Head down to the ground and wander around until you find a
crate with a door slightly ajar. Open it, then quickly be ready to ice the
commando with a shotgun who's inside. Hunt around for a crate with an open door
and grab the Motolov Cocktail inside.

Enter the openable door that leads to an office and walk inside. You'll hear a
commando with a Colt Commando bark "Intruder alert!" or something. Hide behind
the wall in between the door you came through and the windows (otherwise the
commando will shoot you through the windows) and kill him when he comes in. It
may be necessary to shootdodge backwards or something as comes in, in order to
avoid injury. Get the three jars of painkillers in the medicine chest and the
Desert Eagle and Colt Commando ammo on the shelves, then exit the office and go
around until you find a
large, garage door-like door and a switchpad next to it, like the ones you
found at the Brookyln waterfront when you were hunting for Boris Dime. Oh, and
there are two of these garage doors in here. I mean that you should open the
one that has a switch with a white light, the one with the switch with the red
light won't open. After you hit that (white-lighted) switch, the level will
become a lot harder. Are you ready? Push it. The garage door to the right will
open, revealing a commando with a Colt Commando. Another commando quickly rolls
through the next door.

(~That's it for now folks!(~

9. Enemies

The enemies of the game are wide and varied. All names attributed to the
enemies, aside from those who are in the Characters chapter and the killer
suits and commandos, were made up by me to accurately describe them.

~= Junkies =~

Often Found: Part I
Weapon: Beretta
Danger Level: 1/10

The junkies of the game are usually no problem. They often don't even attack
you at all, but just sit by barrel fires or in bathroom stalls moaning. When
they're attacked, though, no matter who attacked them, they'll attack you. The
easiest way to deal with them is through batting practice with your Baseball
Bat or Lead Pipe.

~= Punchinello's Thugs =~

Often Found: Part I, Part II
Main Weapons: Beretta, Dual Berettas, Desert Eagle, Shotgun, Sawed-Off, Ingram,
Dual Ingrams
Danger Level: 2/10 - 4/10

Punchinello's thugs work for Punchinello and his mob bosses. You'll be battling
them for most of Part I and Part II.

~= Rats =~

Found: Part I, Live From the Crime Scene
Weapon: Desert Eagle, Beretta
Danger Level: 4/10 - 5/10

If you use cheat codes to get Grenades and blow up the hole in the brick wall
near the start of the chapter, your mission objective will change to something
about war with the rats. Later on, you'll find a group of rats. Wait a minute
and they'll pull out Desert Eagles and Berettas and separate into two different
groups, one holding Desert Eagles and the other holding Berettas. They'll
attack each other and you.

~= Candy Dawn =~

Found: Part I, The Blood Veins of New York
Weapon: Desert Eagle/Beretta (I forget)
Danger Level: 1/10

A weakling. Her shots are mostly blocked by the bar taps, anyway. Just step to
the right so you have a clear line of fire and take her out.

~= Rico Muerte =~

Found: Part I, The Blood Veins of New York
Weapon: Ingram
Danger Level: 3/10

Muerte is a big-time hustler who is currently returning a favor for
Punchinello. However, Max thinks he may be mixed up in more than just the
mafia, something up higher and more sinister. Muerte's not much trouble, just
circle him with Bullet Time enabled but not shootdodging, and constantly fire.

~= Vinnie Gognitti =~

Found: Part I, Police Brutality
Weapon: Desert Eagle
Danger Level: 3/10

Gognitti is Jack Lupino's right-hand man, meaning that he will know where
Lupino is. He also knows that Lupino is insane. Max actually chases this guy
from the level before, chasing him all over New York City to hunt him down.
He's actually a sap when you corner him in a dead-end courtyard, just almost
(you'll see why I say almost) kill him the way you would kill anyone else.

~= Black Suits =~

Often Found: Part I, Part II
Main Weapons: Desert Eagle, Shotgun, Sawed-Off, Ingram, Dual Ingrams
Danger Level: 3/10 - 5/10

Black Suits work for the Punchinello crime gang, and are generally more
powerful (by that I mean well-equipped) than normal thugs. I sometimes call
them thugs anyway, rather than black suits. But, you take them out just like
you would normal thugs.

~= Jack Lupino =~

Found: Part I, An Empire Of Evil
Weapon: Ingram
Danger Level: 5/10

Lupino is a crime boss in the Italian Punchinello mafia family. He's also
completely insane and obsessed with witchcraft and the occult. He's the big
boss of Part I, and comes with a truckload of black suits as bodyguards. Go all
out against them, and don't be afraid to use up a lot of Bullet Time and ammo.

~= Frankie "The Bat" Niagara =~

Found: Part II, The Baseball Bat
Weapon: Dual Ingrams
Danger Level: 4/10

Niagara's yet another one of them gangstas takin' orders from Punchinello. He
loves to strap victims to chairs and bash their heads in with baseball bats. He
also likes the Captain Baseballbat-boy comic strip. He's not that hard when you
corner him in the same bar you found Rico Muerte in. Deal with his buddies,
then with him.

~= Russian Thugs =~

Often Found: Part II
Main Weapons: Desert Eagle, Shotgun, Sawed-Off, Ingram
Danger Level: 3/10 - 4/10

These thugs are easily recognized by their caps, outfits, and faces. They once
worked for Vladimir's Russian mob, but turned over to Punchinello along with
their leader, Boris Dime. They're basically the same as the Italian thugs.

~= Boris Dime =~

Found: Part II, With Rats and Oily Water
Weapons: Shotgun, Motolov Cocktail
Danger Level: 4/10

Dime used to work for Vladimir but turned backstabber and started pulling jobs
for Punchinello. He and his crew of other backstabbers are taking a cargo ship,
the Charon, full of some of Vladimir's last guns to Punchinello, and must be
stopped. He's pretty easy when you find him on the Charon. You can take him out
by leaving him on the bridge and climbing the crane at the prow of the ship
(see the walkthrough), or just by doing it the old-fashioned way.

~= Pilate Providence aka "The Big Brother" =~

Found: Part II, Angel of Death
Weapon: Ingram
Danger Level: 4/10

Providence is the first of the Trio, the group of Punchinello's top henchmen.
You'll need to use a lot of Bullet Time in this fight but no shootdodging, or
I've heard it's possible to do this with Grenades.

~= Joe "Deadpan" Salem =~

Found: Part II, Angel of Death
Weapon: Dual Ingrams
Danger Level: 5/10

Salem is the second member of the Trio. This fight is harder than the
Providence fight because Salem holds Dual Ingrams and it's a lot harder for you
to find cover. I stand outside the door at the right angle and use the Sniper
Rifle (not zoomed in, though) to blast one of Salem's pals down with one hit,
then I charge into the room with Bullet Time enabled and lay waste with Dual
Ingrams and some fancy footwork to get rid of Salem and the other thug.

~= Vince Mugnaio =~

Found: Part II, Angel of Death
Weapon: Sawed-Off Shotgun
Danger Level: 2/10

Mugnaio is the third member of the Trio. He's easy, as you can get him when
he's alone before he joins two thugs. I just blow him up with a couple of
rocket-propelled grenades from my M79.

~= Killer Suits =~

Often Found: Part III
Main Weapons: Desert Eagle, Shotgun, Ingram, Dual Ingrams, Colt Commando,
Danger Level: 4/10 - 7/10

The killer suits are the group of upper-class, business suit-wearing assassins
working for Nicole Horne. They can be some of the hardest regular enemies in
the game. You'll battle them throughout Part III, and they are the final boss
battle in Part II, although they're pretty easy then.

~= Commandos =~

Often Found: Part III
Main Weapons: Desert Eagle, Shotgun, Colt Commando
Danger Level: 4/10 - 6/10

The commandos work for Nicole Horne. They are found everywhere in the Cold
Steel Foundry. They can be pretty difficult to overcome, especially since they
often come in clusters.

~= B.B.'s Thugs =~

Found: Part III, Backstabbing Bastard
Weapon: To be completed
Danger Level: To be completed

These thugs work for B.B. and you'll find them in the parking garage where you
hunt him down. They are pretty much like normal thugs in appearance, but
they're a lot more powerful.

~= B.B. =~

Found: Part III, Backstabbing Bastard
Weapon: Jackhammer
Danger Level: 6/10

B.B. works for the DEA, but he's a double agent, actually working for Nicole
Horne. He killed Alex and is trying to kill Max. He's one tough guy, he grew up
in the Bronx. Lots of Bullet Time is essential.

~= Elite Assassins =~

Often Found: Part III
Main Weapons: Ingram, Dual Ingrams, Colt Commando, M79, Jackhammer
Danger Level: 5/10 - 7/10

These are the hardest enemies, only found in the last few levels when you're
actually invading the Aesir buildings. All your skills will be essential when
you fight them. I have no clue what they're supposed to be called, but my name
for them fits.

10. Cheats

In order to to use any cheats, you must first enable what's called Developer
Mode. This is done easily. First, have a shortcut to Max Payne (generally on
your desktop). Edit the target file that the shortcut is a shortcut to like
this: add a " -developer" at the end, without the quotes. So, if the Target (or
similar thing) field in your shortcut currently reads

"C:\Program Files\Max Payne\MaxPayne.exe"

then change that to

"C:\Program Files\Max Payne\MaxPayne.exe" -developer

In this example, the quotes do belong there. Anyway, when the shortcut has been
modified, then Developer Mode will be enabled.

During Max Payne, press F12 and a whole lot of text will pop up on the screen.
You can type various cheats. After entering in a cheat, press Enter and press
F12 twice to enable it. Note that it doesn't matter in cheats whether you enter
them in uppercase or lowercase, but so that the individual words can be seen
more clearly, I have put everything here in a mix, with each new word beginning
with a capital letter.

God - Enable God mode.

Mortal - Return to normal, non-God mode.

ShowFPS - Shows the game in first-person mode (I haven't tried this out yet).

To get individual weapons within the game, enter the following commands. I have
also included a code on how to get all weapons. If anyone finds a way to get
the Lead Pipe aside for using the code to get all the weapons, please email me.
I will post it here, and you will naturally be credited.


You can also use cheats to get painkillers, infinite ammo, and more Bullet Time.


There is another cheat mode too. I'm not sure what it's called. Instead of
using the " -developer" extension, use " -developerkeys". You will then be able
to press a key during gameplay and the following things will happen:

C - Toggles between the three modes of viewpoint. Mode 1 is the normal mode,
with your character viewed from behind. In Mode 2, you can investigate the
whole level with a free-moving camera (be warned - there are a few enemies that
actually don't show up unless your character gets within a certain distance of
him. I don't know why). In Mode 3, your camera stays fixed and your character
moves on the screen.

Delete - Makes you go to the previous start point (there are a number of start
points in each level).

Insert - Makes you go to the next start point (again, there are a number of
start points in each level).

F11 - Enables you to change the character. You can press Page Up and Page Down
to cycle between characters. You can be practically any character in the game
(plus, some characters come with unlimited ammo in various weapons).

Page Up - With the character changing mode enabled, the character becomes the
previous character.

Page Down - If the character changing mode is enabled, the character becomes
the next character.

With the character changing mode, you can change the character to become any of
the people in the game, such as the transit cop or Boris Dime, or even Max's

11. FAQ

Q: In the final boss fight... how do I do that?

A: Simple, really. Shoot the cable in the corner, then whack the killer suits
that appear, then stand in the corner (lol) and use the Sniper Rifle to snipe
the other cable. Then start firing at the tower. Keep it up for a few seconds,
and the ending cutscene ensues.

Q: Is this game available on other systems besides the PC?

A: Yeah, you can get it on Xbox or Playstation 2.

Q: What the heck are you babbling about? Everything in this walkthrough is

A: The Xbox and Playstation 2 versions are completely different from the PC
version. You must have one of them.

Q: I have the Xbox/Playstation 2 version, can you help me with something?

A: No. Sorry, but the versions are completely different, and I've only played
the PC one.

Q: Does this game have a sequel?

A: Max Payne 2: The Fall of Max Payne was released in the fall of 2003. It
rules! Get it at once!

Q: Did Mona Sax really die? What happened to Vladimir? Max? Alfred Woden?

A: All will become clear in Max Payne 2. However, Rockstar Games and Remedy
revealed that Max Payne 2 is supposed to be a Film Noir love story game between
Max and Mona Sax, so she obviously lived. Also, Max was cleared of the charges
of killing Alex and went back to becoming a NYPD detective again. See
http://www.rockstargames.com/maxpayne2/. You'll probably know what Film Noir is
if you ever watched some of those dark old Humphrey Bogart movies. I played the
game soon after it came out, and it is even better than this game!

Q: The XXXXXX fight is impossible. How can I do it?

A: Nothing in the game is impossible. It's just going to take strategy, and
possibly different guns from the ones you're currently using.

Q: I want to get a good game-playing console system. What would you recommend?

A: I'd recommend going online and getting reviews. But, I would suggest either
Xbox or Dreamcast, or Playstation 2, or GameCube (I've never played a GameCube,
can't give any opinions on it). I personally like the Dreamcast, more than the
Playstation 2. I you want to get a Dreamcast, you will probably have to go to
Amazon.com and order a used one or a new one from a supplier, still from
Amazon.com. The Dreamcast is a dead system, but... it was, and is, excellent,
and has a lot of games for it, even though no new ones are being made.

Q: I need your help. How can I contact you?

A: Email me at bluesea_jsrf@yahoo.com. It may be a couple days before you get
the reply, though, so be patient. And I have some spam troubles, too... but I
think they're sorted out by now. Occasionally, though, a real email goes into
the Bulk Mail folder by mistake (spam filters aren't perfect), and everything
in there goes down the drain. LATER EDIT: I must have been delusional when I
wrote this. Every time I check email, there are several hundred spam messages
in my Bulk Mail, and dozens more in my inbox. But I can still sort through the
inbox ones.

Q: Why's your email bluesea_jsrf@yahoo.com? Why the jsrf?

A: Okay, so no one's actually asked me this, but here's the answer anyway. The
first FAQ I made was for Jet Set Radio Future, or JSRF. I decided to pencil
that into the email address.

12. History

8/19/04: I recently got Max Payne 2 and completed it, and that reminded me of a
FAQ I had completely forgotten about. No actual updates on the walkthrough
(I'll do that once I finish with it, which shouldn't be to far away), but
www.tramposos.com and http://graffitisoul.cjb.net/jsrf/ were added to the list
of sites that have permission to use this FAQ.

12/27/03: A couple updates were made.

9/29/03: I'm working full swing on Part III and have got much of Chapter III
posted, but it won't be available until I finish it, and that won't be
available for a while. I also added Jim Bravura to the Characters, I don't know
how I could have forgotten him.

9/3/03: The Prologue of Part III is now done, as well as an Enemies section and
an Introduction and Review.

9/1/03: I changed the ASCII art at the top, changed the different topic
separators (you know, the lines of symbols that surround each chapter name and
stuff, like just above) to create better organization, and finally finished the
end of the Part II walkthrough.

6/2/03: Updated a number of things in the walkthrough. The end of Part II and
the Prologue of Part III will hopefully become available in the next few months.

4/16/03: I put the FAQ with Part I and almost all of Part II on GameFaqs. I
plan to add Part III later.

13. Sites that have Permission to use this FAQ

Here is a list of sites that have my permission to use this FAQ. If you see
this FAQ on a site not on this list, please email me telling me so. If you wish
to have this FAQ on your site, please email me telling me so. Here are the
conditions: You will credit me as the creator of the FAQ, you will not modify
the FAQ in any way, you will email me and obtain my permission before putting
the FAQ on your site, and you will update when I update (I will email you when
this happens).

Note that the GameFAQs version is the main one, so if you notice any
differences between that one and any other one, the GameFAQs one is probably


14. My FAQs

To view a list of the FAQs I, bluesea, have made, visit this URL:


15. Credits

Robotech_Master for correcting me about who's talking in Max's second nightmare.

mr_scary_wasp for reminding me what the Cold Steel Foundry chemist helps you

Suma Desilva for telling me that you can open some doors by shooting their
handles and pressing the Use key

Remedy Entertainment (http://www.remedy.fi) for creating Max Payne
3D Realms (http://www.3drealms.com) for producing Max Payne

If you help me out on something or send me information, etcetera, then I will
list you here.

This Max Payne FAQ/walkthrough was made by bluesea, aka Rains Jordan and is
Copyright 2003 Rains Jordan.  Any reproduction or website distribution of this
without the author’s permission is forbidden.  This FAQ may be only be used for
personal, private use.  If you would like to post this FAQ on your website
please contact me at bluesea_jsrf@yahoo.com.  All trademarks and copyrights
contained in this document are owned by their respective trademark and
copyright holders.

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