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FAQ/Walkthrough by Tarrun

Version: 1.0 | Updated: 03/04/07

Max Payne

Table of Contents

I - Introduction
Legal Info
Version History

II - Weapons and Items 
001.0 - Melee Weapons
002.0 - Handguns 
003.0 - Shotguns 
004.0 - Rifles and Automatics
005.0 - Explosives 
006.0 - Items 

III - General Strategies 

IV - Walkthrough 
001.0 - Part 1: The American Dream  
002.0 - Part 2: A Cold Day In Hell 
003.0 - Part 3: A Bit Closer To Heaven 

Welcome to my Max Payne FAQ. 

Any questions, comments, corrections, or contributions are welcome, my email 
is tarrun75(at)gmail(dot)com. Please make sure to add something related to 
Max Payne in the subject line so I don't have to figure out what game you're 
talking about. Questions regarding something that's already covered in the 
guide will not be answered. Credit will be given to anything sent to me that 
I add or major corrections. For corrections, please email me only if it's 
something really important, something that will clearly confuse anyone 

Legal information:
This document is copyrighted Tarrun 2006.
This guide may not be reproduced under any circumstance except for personal 
or private use. It may not be placed on any web site, magazine or otherwise 
distributed publicly without advanced written permission. This guide may not 
be used for profit, and may only be used on gamefaqs.com. Use of this work on 
any other web site or as a part of any public display is a violation of 
copyright and is strictly prohibited.

Version History: 

First Submission: Version 1.0 

II - Weapons and Items 

001.0 - Melee Weapons 

- Baseball Bat - An ordinary baseball bat that you can use to beat up 
enemies. However, this isn't a very smart thing to do since you have to get 
pretty close to hit them. I wouldn't suggest ever using it in combat. 
Instead, use it to break locks on doors or crates and boxes with ammunition. 

- Lead Pipe - Basically the same as the baseball bat. And like the bat, don't 
use it to attack armed enemies unless you feel like replaying the level.  

002.0 - Handguns 

- Beretta - The Beretta is the first weapon you'll use in the game, since Max 
carries it around with him from the beginning. At least early on in the game, 
it's above average accuracy and quick rate of fire makes it a good choice of 
weapon during the Roscoe Street Station chapters. Without its brother, 
though, avoid performing a shoot-dodge. The Beretta is actually more useful 
than it's dual counterpart later on in the game, though, since it can be used 
for more precision shots when you don't want to waste sniper rifle 
ammunition. However, only use the Beretta for something like this when you 
have plenty of time to aim and something to hide behind.

- Dual Berettas - Of course, two is always better than one. Double the rate 
of fire, double the size of the clip, and double the stopping power, a pair 
of Berettas is a good weapon to fall back on when you're running low on ammo 
with your other weapons. Because of the faster rate of fire, dual Berettas 
are great for shoot-dodging, since you can just unload as many rounds as 
possible without really having to aim. Later in the game, though, the dual 
Berettas become obsolete, particularly when you have other weapons like the 
Colt Commando, Ingram, and Jackhammer. 

- Desert Eagle - The Desert Eagle is much more powerful than the Beretta, but 
unfortunately it's also much slower to reload and fire. If you seriously want 
to use it after Part 1, you should only be attacking enemies that are close 
by and in bullet time.

003.0 - Shotguns 

- Pump-Action Shotgun - In Parts 1 and 2 of Max Payne, the pump-action 
shotgun is going to be your best friend. As you'd expect, it's extremely 
powerful at close range, so you usually only need one shell to kill someone. 
However, it also has an unbelievably low rate of fire (so no shoot-dodging 
with the shotgun), and it has little effect at long ranges. And because bad 
things always come in groups of three, it takes forever to reload since each 
shell has to be loaded individually. 

In general, the best time to use the shotgun is when you're in small rooms 
with tightly packed groups of enemies. If you can find something to hide 
behind, quickly strafing into view, taking a shot, and ducking back behind 
your cover is a great strategy to use with the shotgun. However, like the 
Beretta, more powerful weapons in the latter part of Part 2 and beyond make 
the Shotgun undesirable later on. 

- Sawed-Off Shotgun - Considering that they're both crude shotguns, the 
sawed-off shotgun and pump-action shotgun have very few differences, with one 
exception: rate of fire. Instead of firing seven shots at a slow rate, the 
sawed-off shotgun can quickly fire two shells before reloading. 

There's nothing really wrong with it, but I always preferred having the extra 
five shells before having to reload. The faster rate of fire means that you 
can use it for a shoot-dodge, but between the dual Berettas and the pump-
action shotgun, there's always a better weapon to use. 

- Jackhammer - Take the best qualities of the other two shotguns and mix them 
together, and the end result is the Jackhammer. It's extremely powerful at 
close range, a relatively fast rate of fire (for a shotgun - about five shots 
per shoot-dodge), and a twelve-shell clip. Unfortunately, there's always a 
downside. In this case, the Jackhammer utilizes it's own specific ammunition, 
which is hard to come by. Not that it really matters, since you only first 
acquire the Jackhammer five chapters before the end of the game.

004.0 - Rifles and Automatics 

- Ingram - The Ingram Mac 10 is basically an enhanced version of the Beretta. 
Each round is fairly weak by itself, but with an unbelievably high rate of 
fire and fifty rounds to a clip, the Ingram is fun to use to wipe out your 
enemies. It's also great to use with a shoot-dodge, but it doesn't compare to 
its upgraded counterpart. 

- Dual Ingrams - Again, double the firepower means double the fun. With a 
full one hundred rounds per clip, dual Ingrams are a force to be reckoned 
with. Before you obtain the Colt Commando, a dual Ingrams are the weapons you 
turn to when you're outgunned and outnumbered. Because of the sheer number of 
bullets fired, the Ingrams are great for both regular gameplay and bullet 
time and shoot-dodges. The only downside is that if you use the Ingrams for 
more than one or two gunfights at a time, you're bound to run out of 
ammunition fairly quickly. 

- Colt Commando - What dual Berettas and the pump-action shotgun are to the 
first few chapters in Part 1, the Colt Commando is to Parts 2 and 3. A 
powerful assault rifle with a thirty round clip, an above average rate of 
fire, and a respectable amount of stopping power, it's a well-rounded killing 
machine. It's great for any situation that may arise, including shoot-dodges 
and long distance gunfights. In fact, the only time you shouldn't be using 
the Colt Commando is when you need to collect more ammunition for it.  

- Sniper Rifle - The ultimate long-range weapon, hands down, the Sniper Rifle 
packs enough of a punch to kill an enemy in a single shot. It has a low rate 
of fire and is pretty much useless without using the scope, so only use it 
when you can keep Max at a distance from his target. When you fire off a 
round that's going to make contact, a short cinematic follows the bullet into 
its target, which is, needless to say, pretty cool. For best results, crouch 
and use bullet time to aim and shoot.  

005.0 - Explosives 

- Grenades - Your standard hand grenade, you have about two or three seconds 
before they explode after throwing it. And when they do, make sure you're far 
enough away from it. Grenades are difficult to use effectively in Max Payne 
due to the fact that your enemies rarely stay in one place for very long and 
the grenades themselves can be difficult to aim. Add to that the fact that it 
takes Max a second to actually throw it, leaving him vulnerable to anyone who 
wants to retaliate, and you can begin to see why grenades aren't a weapon 
you'll be using too often. However, there are a few places where a well-
placed grenade can wreck havoc on a group of enemies barricaded behind 
something or on a balcony above you.  

- Molotov Cocktails - Molotov Cocktails are basically the fire-version of 
Grenades, except they're a bit easier to use. For one, they aren't timed, 
which means you don't have to worry about planning where an enemy's going to 
be a few seconds into the future. That, and where they land is where they 
explode, so aiming them is also much easier. Even still, I don't find myself 
using them very often.

- M79 - For all intended purposes, it's a grenade launcher. The M79 is much 
more practical to use during actual combat, mainly because the grenades 
explode upon impact. Still, you'll only want to use it against a large group 
of enemies (wasting a grenade on a single guy isn't overkill, really!) who 
are far enough away or you'll get caught in the blast as well. And I'm sure 
it goes without saying, but the M79 isn't meant for regular gunfights, and it 
takes forever to reload. 

006.0 - Items 

- Painkillers - The health items of Max Payne, painkillers replenish about a 
fifth of Max's life. However, it takes a few seconds before the pills take 
effect, since the damage on Max's health meter slowly drains away. You can 
carry up to eight at a time, and they're found in just about every place you 
can imagine, specifically crates or medicine cabinets.

III - General Strategies

- Peek around corners before entering an area - 

Unlike most other actions where the protagonist has much more life than the 
common enemy, Max Payne is about as weak as every other thug you'll 
encounter. Because of this, if you blindly run into every area, guns blazing, 
don't expect to get far. Max Payne uses a third person camera view that you 
can swing around in any direction, so use it. If you have an idea of what's 
waiting for you, it becomes easier to plan how to go about killing them. 

- Use bullet time and shoot-dodges when you're outnumbered - 

The positive to bullet time and shoot-dodges are that while everything in the 
game slows down, the controls don't. This means that you have more time to 
aim your crosshairs and fire. Shoot-dodges in particular are great for 
killing multiple enemies at once, since you're also moving, making it more 
difficult for someone to hit you. 

- Strafe, crouch, and use cover in gunfights - 

The idea behind strafing is that if you're moving, it's more difficult for 
someone to hit you. Likewise, if you're crouching behind a car or something, 
there's less of Max visible to shoot at. 

- Use the right weapon for the right situation - 

This one is basically common sense, but it's worth saying. For example, the 
pump-action shotgun is a powerful weapon, but it's useless against multiple 
enemies because of the slow rate of fire. So if you find yourself constantly 
being attacked in groups, switch to a weapon like the Ingram or dual Berettas 
that can handle as many enemies as the game throws at you. 

- Use the weapons that the enemy is using - 

This is mainly something to keep in mind later on in the game, since in the 
beginning all of the enemies will be carrying Berettas, Desert Eagles, or one 
of the shotguns. But if you're using the Colt Commando and all of the enemies 
have Ingrams, you'll find yourself low on Colt ammo pretty quickly. Instead, 
if you use your Ingrams you'll be able to conserve the ammo of your other 
weapons while still getting some of the ammo you're using up back. 

- Try to save extra painkillers until after gunfights - 

If you enter an area and find a couple of painkillers, but you already have 
eight on you, continue through the level for a while and see if you come up 
against any resistance. That way, if you're injured you can backtrack to your 
extra stash of painkillers. 

- Shoot-dodge when you have to make a long jump -  

Besides the advantages to shoot-dodging mentioned above, you also get a bit 
more distance than if you jump normally. So if you need to make a long jump, 
shoot-dodge instead. Just make sure to start it a few feet in front of the 
gap, because Max takes an extra step forward before actually diving. 

- Avoid explosives like the plague - 

Probably the most frustrating moment in Max Payne is when someone throws a 
grenade at you, because to avoid being killed you have to quickly stop what 
you're doing and find something to hide behind. If you can't move fast 
enough, shoot-dodge. Another great thing about shoot-dodging is that you 
can't be killed while performing one, so even you're right next to it you'll 
survive. You're health meter will be completely red, but you won't be dead. 

- When the alert icon appears, find what the game wants you to see -  

The alert icon is that little gray exclamation point that appears over Max's 
head when there's something important for you to see or interact with, 
whether it's a telephone, button, letter, or whatever. Also, if you're near 
the object that can be interacted with, Max's head will turn slightly to look 
at it. Sometimes they don't have any point, but there are other times when 
you can't proceed with the game otherwise. 

- Explore areas thoroughly and collect any items you find - 

With the exception of when you're playing on the New York Minute difficulty, 
there aren't too many times when you have a time limit. So after the gunfire 
dies down and everything's quiet, feel free to search through an area for any 
spare weapons or painkillers. And of course, pick up the weapons dropped by 
fallen enemies. 

IV - Walkthrough 

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

To make any kind of sense of it, I'd need to go back three years. Back to the 
night the pain started..."

001.0 - Part 1: The American Dream  

"The sun setting on a sweet summer's day, the smell of freshly mowed lawns, 
the sounds of children playing. A house across the river on the Jersey side, 
a beautiful wife and a baby girl; the American dream come true.

But dreams have a nasty habit of going bad when you're not looking..."

001.0 - Prologue 

Objective: Find Michelle Payne

After the opening cinematic and a few graphic novel frames, the game 
officially begins in Max's home. In a not-so-subtle attempt at foreshadowing, 
Max says, "I didn't like the way the show started." 

Anyway, this is more or less an extension of the training session, so take 
the time to get comfortable with the controls. If you run forward, you'll see 
some Valkyr graffiti on the wall on your left, which leads to a quick graphic 
novel cinematic. Continue into the next room and pick up the phone on the 
table for an eerie conversation and keep going into the Payne den. 

Run up the stairs, and you'll hear Michelle screaming from the other room. If 
you try to get to her through the bathroom, you'll find that it's stuck. A 
few gunshots will be fired and the screaming will stop. The only unlocked 
door on this floor is the one against the wall on the other side of the room, 
so run over to it. A junkie in a green jumpsuit will appear, pointing a gun 
at you. Max shouts at him to drop his weapon, but don't bet on it happening. 
As soon as you regain control, unload a few rounds into his torso. 

A second junkie will come through the other door in the room, but you have 
more than enough time to aim and shoot. Run down and kill him; you find a 
gruesome scene in the baby's room, and there's another short cinematic of 
Max's reaction. 

Continue through the door that the one junkie came from and pick up the 
baseball bat in the far right corner. The only other door leads to the 
bedroom and there's a third and final junkie waiting for you, so enter the 
room shooting. Afterwards, another cinematic plays that leads up to the main 

001.11 - Chapter 1: Roscoe Street Station 

Objective: Meet up with Alex

With Michelle and his baby daughter dead, Max joins Alex in the DEA to find 
the source of Valkyr. For the first time since going undercover, Alex asks to 
meet Max at the Roscoe Street Station. 

After getting off of the train, run over to the door on the left. There's a 
blood trail that leads into the next room, which contains the corpse of one 
of a transit cop. Check out the green cabinets and lockers in the room for 
some Beretta ammo and a painkiller before heading back to the tracks. The 
gate on the other side of the area has been opened and two guys walk over to 
the edge of the platform. If you listen to their conversation, you find out 
that they're waiting for the train to arrive so they can kill anyone who gets 
off. Strafe into the doorway and fire off a few shots, and then retreat back 
into the safety of the hallway. Use the camera to look out onto the platform 
and watch as the two thugs run over to attack you. When they get close 
enough, strafe back out and take them out (perform a shoot dodge if you 
aren't comfortable enough to aim yet). 

Collect their Desert Eagles and head up the stairs at the other end of the 
platform. Stop just before reaching the top and spin the camera around - 
another pair of goons are torturing another transit cop. Facing them, take a 
few steps to the left and gun down the one guy on the left. When he dies, his 
partner hides behind a garbage can and waits for you to come out. Don't, if 
you stay where you are for a few seconds, he ventures out from behind his 
cover. Strafe out and kill him, and continue down the corridor. 

At the end, there's a set of stairs on the right and a third thug behind a 
locked gate on the left. Kill him and check to see if you can pick up his 
weapon (occasionally if falls close enough to the gate that you can) before 
heading downstairs. Run down the platform until you reach a small inlet on 
the left. There's a guy with a pump-action shotgun standing in front of a 
gate, so kill him and pass through. 

001.12 - Chapter 1: So Much For Being Subtle 

Check out the door at the top of the stairs in front of you; it's the 
entrance to the Subway Control Room, and it's locked. You'll need to find the 
code somehow, so start to head down the stairs, but stop when the platform 
comes into view. There are three guys at the bottom waiting around, even 
though you can only see the one. Equip your dual Berettas and strafe out just 
far enough to kill the one you can see, and then hide back up the stairs. 
When the second enemy runs up the stairs, shoot-dodge out and unload a few 
roads into him. Switch back to your shotgun if you want, and strafe down to 
the platform facing right. Kill the third and final guy in the area, and then 
head over to the subway car. 

If you try to open the train door, Max tells you that you'd need to get the 
power back on before you can open the door. Presumably, we can do that in the 
Subway Control Room. 

Turn around and find the only door on this platform in between the train and 
the stairway. Open it, and you'll see a thug holding a transit cop hostage. 
Kill the hostage taker immediately: if the transit cop dies, it's game over. 

With the transit cop safe, check out the lockers and cabinets for Desert 
Eagle and shotgun ammunition, as well as a pair of painkillers. The cop knows 
the code to the Control Room, so make your way back and let the cop open the 
door for you. As he goes to walk inside, a thug opens inside kills him. But 
the important thing is that the door's unlocked for you. 

The room beyond the door doesn't serve much of a purpose beyond connecting it 
to the main control room, so head through the automatic door in the far left 
corner and stand in the doorway. Crouch down and be prepared for an enemy to 
appear, because one will within a few seconds. After killing him, shoot-dodge 
behind the long control panel and pop an enemy or two if you can. Once behind 
the control panel, crouch down and equip your shotgun. Every few seconds, 
stand up (either manually or by running forward, since the panel will keep 
you from going anyway) and take shots at each of the remaining three enemies 
in the room. When the last one dies a slow-motion death, pick up their 
weapons and enter the small control room on the right. A mounted cabinet on 
the wall contains four painkillers, and there's a big yellow button on the 
control panel in front of the door. Push it, and check out the security 
camera by the cabinet of painkillers that shows the train. With the power 
back on, it lights up "like a Christmas tree" as Max puts it. 

There's no one left in this area, so leave the Control Room and head back to 
the train at the platform. Open the car door and take control of the wheel; 
Max sends the train crashing through the barricade on the other side of the 
room, allowing you to continue. 

Open the door in front and jump over what's left of the barricade. There are 
three thugs waiting for you at the end of the tunnel, so stay back as they 
come to attack you for as long as you can. When they come close enough that 
the tunnel's curve won't protect you, shoot-dodge into view and take them 
out. If one of the three remains at the end, strafe back in forth in a zigzag 
pattern until you're close enough to shoot. At the end, run up the stairs on 
the left and finish the first chapter. 

001.21 - Chapter 2: One Way Or The Other 

Follow the station hallway around until you appear at an open area. Two thugs 
are walking towards you, but if you stop before actually entering the area, 
they won't see you. Strafe out and kill the two of them, if you're lucky the 
one in back will kill his partner in front of him. On your right is a door 
that leads to a set of stairs. Open it, but don't go inside. When the guy 
walking up gets close enough, roll out and pump a shotgun shell into him. Run 
down the first set of stairs and strafe out in front of the second. Quickly 
kill the guy at the bottom, if you aren't fast enough, he runs away and hides 
behind the door at the end of the corridor. 

When he's dead, drop down into the sewer water and trudge through the tunnel. 
Eventually, you'll come to another platform with a group of enemies hanging 
around. Listen to their conversation about some guy who "decided to play hero 
upstairs" if you want to, and then run out and kill the nearest enemy. The 
other two retreat to the back of the platform, so jump out of the water and 
use the crates and boxes for cover. As the remaining two thugs run around the 
back of the platform, peek out from behind the crates and take shots at them. 

With the platform clear, break the small boxes with your lead pipe for 
various ammo and head upstairs. There's an explosion somewhere off in the 
distance when you reach the first room, and as you continue up the next 
flight the level ends. 

001.22 - Chapter 2: Live From The Crime Scene 

Head up the stairs until you can eavesdrop on the two thugs in the next room 
talking about who was supposed to bring the detonators. One of them gets 
frustrated enough to kill the other, and then begins walking towards the 
stairs you're on. Run the rest of the way up and hide behind the crates and 
boxes before diving out and killing him. If you're too slow, he retreat down 
the stairs on the other side of the room and alerts his partners in the next 
area. Otherwise, you can safely go down yourself and take them by surprise. 
Move to the left side of the stairwell and kill the one guy you can see, and 
wait there for his partner to come after you. Or you can equip your Berettas 
and shoot-dodge into the room; either way works fine. 

Continue through the station until you pass through a destroy section in the 
wall, which leads to a vault. Down the corridor is the main room in the 
vault, with four enemies inside. Peek out from inside the vault and take a 
few shots at the thug standing in the doorway with your Berettas, and then 
run to the far left corner where the door to the vault is. There are two guys 
on the right side of the room that you can kill from this spot, so strafe out 
and take pot shots at them. Just be wary of anyone who tries to enter the 
corridor and attack you (it's usually the one guy who was standing in the 
vault doorway, if you didn't kill him). 

With three of the four thugs dead, shoot-dodge into the room facing the left 
side and kill the final enemy in the room. Pick up all of the weapons and use 
the keypad to open the door, there's an enemy standing in the doorway with 
his back to you that's just begging to be killed. Do so, but be prepared for 
the rest of the guys in the room - a total of three - to come after you. Just 
hang back in the room you're in for each of them to appear at the doorway and 
introduce them to your pump-action shotgun one at a time. 

When the vault is clear, explore the main area - specifically the control 
panel. Answer the phone on the table for a short graphic novel cinematic 
between Max and deputy chief Jim Bravura. There are also three painkillers on 
the table across from the telephone, and you can shoot out the siren on the 
ceiling to stop that annoying whine (even Max thanks you). 

More importantly, though, there are a set of controls on the control panel 
that operate the individual vault doors. Vault C contains what the bank 
robbers were after: Aesir Corp bonds, and the detonators that the two guys in 
the beginning of the level were arguing about are on the table in Vault A. 
Pick them up and head back through Vault B to the old Roscoe Street Station. 
When you reach the bottom of the stairs that lead to the beginning of the 
level, three guys appear at the top and open fire at you. Peek out from 
behind the wall and shoot back at them, but listen carefully for the metallic 
clank of a grenade hitting one of the walls. When you do, immediately retreat 
back into the room and wait for it to explode. 

Killing these three guys can be a challenge, since they have the advantage of 
higher ground on top of using a bench for cover. Just be patient, and use 
bullet time to tip the scales back in your favor. 

When they're dead, run up and pick up their weapons (including a grenade) and 
check out the door across from you. Set the detonators (press the Action 
Button while you're standing in front of the door) to destroy it and complete 
the level. 

001.23 - Chapter 2: Stepping On Toes 

The level begins with Max meeting Alex, but the relief is short lived. 
There's a locked gate between the two, and while trying to figure out an 
escape route one of the bank robbers sneaks up behind Alex and murders him. 

Assuming you're facing the gate and Alex, there are three thugs waiting for 
you at the top of the stairs on the right. However, they won't actually 
attack you until you move away from the gate, so make sure to equip your 
Berettas before you do. Strafe out and kill the only visible guy at hide in 
one of the corners at the bottom of the stairs. When the remaining two 
appear, shoot-dodge out and kill them. 

Across from the stairway is a ticket booth with four painkillers in a 
cabinet. Pick them up and head up the stairs; follow the hall until you reach 
the corner. Strafe out and take a few shots to coax the four guys in the next 
room to come after you. Hang back about fifteen feet and kill each of them as 
they appear at the bottom of the stairs. One of them might throw a grenade, 
but it'll land in the stairwell and shouldn't be too much of a threat. 

With the four guys in the area dead, head up the stairs and check out the 
ticket booth in the center of the room. There's another cabinet with four 
painkillers in it, as well as a lever labeled "Exit Gate Control". Switch it 
to open the gate, and follow the corridor down until you reach the street. 

001.31 - Chapter 3: Playing It Bogart 

Objective: Escape from the hotel

When you return to Lupino's hotel to look for the mob boss, you find out that 
you're cover's been blown. And needless to say, no one in the building is 
very happy about a cop hanging around. 

After the game auto-saves, you find yourself backed into a corner with very 
little protection from the two mobsters. One of the Finitos will run across 
the room to attack you, so be ready with whatever weapon you're holding at 
the moment. When he's dead, strafe out from behind the wall with your 
Berettas. The other Finito Brother is holed up behind an overturned desk, so 
make sure to aim high and fire away. 

With both of the Finito Brothers dead, open the safe against the wall and 
pick up the painkiller. There's also a letter on the desk from Vinnie 
Gognitti, Lupino's right-hand man, which says that a Valkyr deal is going 
down. For Max, this means that the hotel's going have a lot of extra 
security, including Rico Muerte - professional muscle - being in the hotel 
(specifically, Room 313). 

When the graphic novel cinematic ends, a couple of thugs from the hallway 
begin calling into the room, wondering what's going on. Since the door's 
locked at the moment, crouch down and keep your crosshairs focused on the 
door. When they come inside, unload a shotgun shell into the three of them. 

Head down the stairs and listen to the radio report on the counter; all of 
the doors here are locked, so the only way to continue is to break through 
the window. Once you're on the balcony, follow it to the left until you reach 
a door. There are three of Lupino's thugs standing around in the hallway, and 
begin firing at you as soon as you're spotted. The door will keep you 
protected as long as it remains closed, so equip one of your Berettas and 
shoot the red pipe on the right side of the hall. The explosion will kill all 
three of them, so afterwards head inside enter the last door on the right. 

001.32 - Chapter 3: Without Warning 

Run down the stairs and enter apartment 301. There's someone in the room, and 
he gets up to get a shotgun from the closet when he sees you. Take him out 
before he gets the chance, but don't forget to pick up the shotgun in the 
closet. Continue down the hallway until you come across a guy watching TV. He 
won't see you unless you get too close, so kill him while he still doesn't 
know you're there. 

Soon after, the door at the end of the hall bursts open and two mob thugs 
appear. Duck into the inlet where the television is and wait for them there 
before rolling at and taking them both out. Head through the door they came 
from, another pair of mobster thugs are waiting for you on your left, so kill 
them and continue down the hall. The door at the end with the Exit sign over 
it has a padlock on it, so use your lead pipe to break it and head inside. 

The room itself is empty, but the hall it leads to contains two mobsters 
complaining about the vending machine. Shoot them while they're preoccupied, 
and retreat back into the room and wait for the rest of the thugs in the area 
to arrive. Besides the two at the soda machine, there are another two, but 
they all arrive at the doorway one at a time, making them extremely easy 

There's a room in this hallway that's unlocked, and it contains a few items 
and a graphic novel cinematic in the form of a news report on the TV. Watch 
it, and collect the Beretta ammo and painkiller in the cabinets in the room 
with the bed in it. Afterwards, leave and continue down the hall. Take a 
right and head through the last door on your left. 

001.33 - Chapter 3: A Few Hundred Bullets Back

There's quite a bit of Beretta ammunition on the shelf to your left as well 
as a junkie muttering to himself in the corner, but he won't bother you if 
you don't do anything to instigate him (read: shoot him). The door on the 
right leads out into the hallway, but don't go all of the way out. Peek out 
and look to the right, a mobster down the hall will spot you and call for 
backup. Retreat back into the room and wait for the entire group - a total of 
four - to appear at the doorway. Taking them out should be about as easy as 
all of the others have been, but watch out for the last guy; he has a pump-
action shotgun and always manages to get a shot off before dying. 

When they're dead, leave and take a right into the circular area where the 
first mobster saw you. The only area here you can explore is the hallway on 
the left, and Room 313 - Rico Muerte's room if you remember the letter in the 
Finito's room - happens to be down that hallway on the right. Even if you 
miss it, Max says, "I had found Muerte's room". 

Open the door, but immediately move out of the way. Rico seems to be a little 
paranoid about people trying to break into his room (although I guess it 
isn't paranoia if it's true, since that's what you're doing) and set up a 
trap. It's the classic trap where a string tied to the door is also attached 
to the trigger of a mounted gun, so pulling on the door also fires the gun. 

Anyway, avoid the trap and check out Rico's room. Besides plenty of ammo 
lying around, there's a painkiller on the floor near the couch and a letter 
on the desk from Angelo Punchinello, the Don. 

Leave Rico Muerte's room and return to the circle, the previously locked door 
on your left is now open, thanks to the two mobsters walking through the 
doorway at the same moment that you leave Rico's room. Kill them and go down 
the hall they came from. A very old boiler is running in the back room; shoot 
it, and it'll explode and fall through the floor. Drop down, facing away from 
the wall, and immediately begin shooting at the three enemies down the hall. 
All three of them make their way to the dead-end hallway on the left, so if 
kill any of the remaining mobsters there. 

If you continue down the hall, though, you'll come across Room 216, which is 
unlocked. Inside you'll find the diary of a prostitute named Candy Dawn, who 
secretly videotapes her clients and sells them for extra cash. Besides that 
wonderful bit of information, her closet near the door is fake - it leads to 
a hidden room with some Beretta and shotgun ammo. There's also a door that 
leads back into the hotel's hallway, so head back out and take a left. Three 
mob thugs retreat to the elevator and begin bickering over who should go out 
and fight you. Help them decide by strafing out and killing them one by one. 
The elevator they were guarding is operating, so take it down to finish the 

001.41 - Chapter 4: Caught In The Crossfire 

When the elevator stops, walk out and look to your left. Three mobsters are 
sitting at a table talking, and luckily they don't see you. Equip your 
Berettas and let them know you're there, hopefully killing one of them in the 
process, before taking cover in the elevator. When the remaining two get 
close enough, perform a shoot-dodge out into the open and kill them. 

The area they were sitting at has a few items on the shelves, including 
Beretta ammo, shotgun ammo, and a painkiller. After watching the news report 
on the television, open the door across from the table, but retreat back into 
the previous room. Two thugs appear from the door on the other side of the 
room and spread out. You'll notice that there's a flammable red gas pipe near 
the door in the far left corner, so stand on the right side of the doorway 
and shoot at it. Not only will the initial explosion kill the first thug, but 
the pipe will fly across the room and kill the other as well. Now wasn't that 

The door the two thugs came from is locked, but there's another one on the 
right blocked by some boxes. Destroy them with your lead pipe and roll into 
the hallway facing left, because there's a thug with a pump-action shotgun 
waiting for you. Continue down the hall and pass through the boiler room, 
although there's a Captain Baseball Bat comic next to a beaten corpse, a 
baseball bat, and some shotgun shells in the room if you're interested. 

Run up the metal staircase and through the door, which leads into the 
kitchen. There are three thugs in the room, and they all spread out as soon 
as you enter. Kill the two that you can see from the doorway first, and then 
strafe inside facing the right and kill the last one. Behind him is a cabinet 
with a couple of painkillers in it, but there's nothing else of value in this 
room. There's a set of stairs in the far left corner, which leads to a door 
that ends the level.

001.42 - Chapter 4: Rico Muerte Big Time Hustler 

The room you begin in is deserted, but the other rooms - specifically the bar 
and the lounge - have enough enemies in them to make up for it. There are 
four thugs in the lounge taking part in a drug deal, so open the double doors 
and fire off a few rounds from your Berettas, you should have enough time to 
kill at least one of them before retreating. The other three will come out 
and attack you, but a few well-time shoot-dodges will work wonders. One of 
the drug dealers may stay in the lounge, but that's nothing another shoot-
dodge can't handle. 

In the lounge, there's a small table on the right with a large, silver key 
sitting on it. Pick it up, and you'll find out that it's a key to the bar. 
There's also a Molotov Cocktail in the cabinet against the wall. Leave the 
lounge and head down to the end of the hallway; before taking a right and 
entering the bar, check out the bathroom and take the four painkillers in the 
left corner in the mounted cabinet. 

Now enter the bar. Rico Muerte and the prostitute Candy Dawn are inside. 
After the graphic novel cinematic, another three mob thugs are added to the 
mix. Quickly move out of the doorway and stay in the left corner with your 
shotgun fixed on the small portion of the bar that's still visible through 
the doorway. Two of the three mob thugs will appear at the door, so kill 
them. Now move to the right and pick off the third thug standing by the 

The only enemy remaining in the bar (Rico retreats to the back room) is the 
hooker Candy Dawn. She's behind the bar by the taps, which makes shooting her 
from the doorway extremely difficult. However, she's wielding a Desert Eagle, 
which as you probably know has a low rate of fire. This means that you can 
strafe out to the side of the bar and unload a bullet or six into her without 
having to worry about a lot of return fire. 

When she's dead, head over the back left corner and stand in front of the 
door. With your pump-action shotgun equipped, open the door and quickly fire 
a round at Rico before moving out of the doorway. Rico's Ingram is pretty 
powerful, but you have more than enough time to fire and hide. Five shells is 
all Rico can withstand before dying, but don't go in and pick up his weapon 
just yet. Go back into the bar and collect all of the weapons lying around, 
as well as the painkillers behind the bar and the ones in the bathroom that 
you may not have used. Once you've done that, enter the back room and pick up 
the Ingram, and then leave through the door on the right. 

001.43 - Chapter 4: The Blood Veins Of New York

Run towards the receptionist's desk, but be prepared to dodge a few bullets. 
A thug appears from the room on the left, and another from the right. Shoot-
dodge forward and kill them both, and explore the room behind the 
receptionist's desk. Not only is there a switchboard that leads into a 
cinematic, but also some Beretta ammo and a pair of painkillers in the 
cabinets on either side of the small room. 

Afterwards, head up the stairs and follow the hallway until you come across a 
mob thug playing slots. He doesn't see you, so kill him and run over to where 
his body is; there's another thug on the right, so wait for him to come into 
view and take him out as well. 

The door in this room leads to the roof, which has a skylight on it. Shoot 
out one of the sections and drop down onto the crates and boxes, but make 
sure your Berettas are equipped. Two thugs appear from the exit in front of 
you, and another from the area with the receptionist's desk. Shoot-dodge off 
of the crates and kill the two by the exit, and then use the crates for cover 
and kill the others. 

When the four of them are dead, the only thing left to do is leave, but 
you'll quickly find out that the exit is locked. Return to the receptionist's 
desk and push the button labeled "Exit". The doors will open and you'll hear 
a loud buzzing noise. Head back to the exit and leave the hotel. 

001.51 - Chapter 5: The Man Riding Shotgun 

Objective: Find and eliminate Jack Lupino in his apartment 

Vladimir's car sideswipes a tractor-trailer, which neatly blocks off your 
access to the rest of New York City. Instead, head down the block and around 
the corner, there's a newspaper stand that leads to a cinematic and a van 
with shotgun ammunition in the back. Beyond that is a set of stairs that 
leads down to the basement of an apartment building, with three thugs sitting 
around a table inside. 

Open the door and shoot one of them with your shotgun, and then let the door 
close as the remaining two scatter to either side of the room. From the right 
side of the door, open it and kill the thug closest to the table on the left. 
Repeat for the third guy and head inside. Continue down the hallway and 
finish this part of the chapter. 

001.52 - Chapter 5: Something More Sinister 

A fire breaks out behind you and the door around the corner at the end of the 
hall is locked. Standing where you begin the level, shoot the small white gas 
pipe on the shelf. After it smashes into the door and destroys it, a thug 
behind in the next room appears at the door and comes down the hall. Roll out 
into view and fire a shotgun round into him, and follow the hallway into the 
room. Part of the wall has collapsed, and there's a thug walking towards you 
from the connecting room. Hide behind the part of the wall that's still 
standing before strafing out and killing him, but return behind the wall and 
wait for a second mob thug to come after you. 

Head through the room and up the stairs; there's a thug with an Ingram at the 
top, so make sure to avoid the gunfire and be ready to kill him when he runs 
down the stairs to meet you. There's Desert Eagle ammo next to the lockers in 
the next area, and a pay phone in the hallway begins ringing when you're 
within a few feet of it. The caller is a man named Alfred Woden, who tells 
you that the police are on their way to arrest you. 

Continue following the hallway until you reach a large room with multiple 
levels. Two thugs are walking towards the doorway you're standing in, so 
catch them by surprise and enter the room shooting. If either of the two 
survives, they hide in a small room in the right corner. Beyond that is 
another room with the Staircase Key on the back shelf and a letter on the 
counter regarding the Russian mob boss, Vladimir. 

Leave the room and find the set of double doors on the other side of the 
room. Use the Staircase Key to open it and end the level. 

001.53 - Chapter 5: Let The Gun Do The Talking 

Run up to the top of the first set of stairs, and swing the camera around so 
that you can see the top of the second set. There's a thug standing at the 
top who runs away as soon as he spots you. You should still try to kill him, 
though, but don't chase after him - a second guy who's out of view will throw 
a grenade in your direction. 

After it explodes, head up and kill either of the two thugs remaining, as 
well as a third standing at the top of the next set of stairs. Before 
continuing, though, check the woman's bathroom for three painkillers in a 
cabinet near the sinks.  

Head upstairs and enter the area on the right (an explosion causes the 
ceiling to cave in a block the next stairwell). The left side of the balcony 
is relatively unharmed, with only a small gap around the corner. Shoot-dodge 
over to the other side and enter the corridor; the floor behind you will 
collapse, so there's no going back. The apartment at the end of the hall is 
unlocked, but four mob thugs are inside. Open the door and fire away with 
your Berettas, but make sure to keep an eye on the thugs in the corners. When 
at least two of them are dead, shoot-dodge inside and kill the ones 
remaining. The cabinet in the bedroom has a painkiller in it, but besides 
that there's nothing much else in the apartment. Climb through the window in 
the kitchen and onto the fire escape to complete the chapter.

001.61 - Chapter 6: The Alternate Route 

Walk down the fire escape and drop down onto the dumpster, there are a couple 
of junkies standing by a barrel fire, but not much else. Head through the 
door by the fence and pass by the door with the Luigi's Laundry sign over it. 
Max tells you, "To get to the roof, I'd need to get to the elevator through 
the locked door up ahead." Unfortunately, when you knock on the door and try 
to trick the goons inside to let you in, they tell you to beat it. 

Instead, leave the Laundry through the other door and enter the old apartment 
building on the left. There are quite a few junkies sitting in front of the 
stairways on each level, and you'll want to avoid shooting them if you can. 
Even though they're only packing a Beretta, the last thing you need is 
another front to fight on. The first stairway only has a single thug walking 
down it, but another two come down after you kill him. Continue up the next 
set of stairs and kill the two thugs coming down. At the top of the third 
floor is a small room with an unarmed thug in it, who agrees to get you in 
the Laundry if you spare his life. Before leaving the apartment building, 
check the room adjacent from the one you're in for some painkillers in the 
green cabinet. 

When both you and your hostage are at the Laundry's door, the level ends.

001.62 - Chapter 6: A One Man War

After giving the Laundry guys the password, your hostage runs into the room 
and alerts them of your trick. As soon as the door opens, stand in the 
doorway and unload as many rounds as you can from your Berettas. You'll 
easily kill the thug who opens the door and your ex-hostage, and the third 
guy in the room conveniently runs right into the line of fire. Enter the 
Laundry and pick up the shotgun and Beretta ammo on the table and floor. The 
room on your left has a bunch of washing machines in it, and as soon as you 
enter it a fourth goon dives out from the next room. Be ready for it, and 
take him out. 

Enter the room the final thug came from and check behind the desk for 
painkillers and shotgun ammo. Enter the elevator and head up to the top of 
the building, if you shoot the speaker playing music you'll receive thanks 
from Max. 

When the elevator stops, run down the hallway and enter the room at the end. 
There's a guy in the bathroom, and if you try to catch him by surprise you'll 
find the door locked, although he yells out that he'll be out in a minute. 
Wait for him to finish, and when the door opens, blast him. Watch the TV 
report and pick up the Ingram and Beretta ammo, and then jump through the 
window. Use the pipes to reach the adjoining apartment, there's a guy in the 
room watching an extremely strange show called "Address Unknown". Jump 
through the window and kill him, but be ready for the other two who appear 
afterwards. Normally, it'd be a better idea to shoot from outside of the 
window, but one step in the wrong direction will send you plummeting to your 

Enter the kitchen and pick up the Ingram ammo in the cabinet, and then climb 
through the window and onto the roof. Use the pipes again to get to the next 
apartment building; the apartment on the next floor to your left is Lupino's. 

Run over to the door leading into the building to complete this part of the 

001.63 - Chapter 6: A Citywide APB 

Walk onto the balcony in the multi-level room and look across the room one 
floor up. There are two thugs on the level above you (that are visible from 
this angle, anyway), so equip your Berettas and kill them. Head into the hall 
on your right and listen to the two thugs try to disarm the bomb on the wall. 
When it explodes, run over to the door. It's locked, but trying to open the 
door triggers the damaged wall to collapse. 

At the end of the hallway is a dead-end, but the collapsed floor on the next 
level up allows you to continue up. There are, or were, depending on whether 
or not you killed any of the thugs from the balcony at the beginning of the 
level, four guys on the floor above you, and any survives come down to meet 
you. A shoot-dodge backwards from the collapsed floor is not only practical, 
but looks extremely cool at the same time. 

Enter the balcony on the next floor, but watch out for the thug in the 
doorway across the room with a pump-action shotgun. Use the pillars in each 
corner for cover and kill him, he has surprisingly good aim with a shotgun. 
The door on the right is the only one you can pass through, which is good 
because it leads to Lupino's apartment. When you enter the small room 
outside, you'll hear Vinnie Gognitti screaming inside. Before entering the 
room, pick up the painkillers on the table and the Ingram in the cabinet, and 
make sure to equip your Ingrams.

001.64 - Chapter 6: Fear That Gives Men Wings 

Objective: Kill Vinnie Gognitti  

Even after lodging a bullet in his stomach, Gognitti manages to escape, 
leaving you with the three goons still in the room. The problem here is that 
you have to attack them immediately after the level begins, so if you don't 
have the right weapon (dual Berettas or dual Ingrams) equipped you don't have 
the time to switch. And if that weren't enough, the auto-save feature kicks 
in, and even losing the two or three steps is enough to lose a large portion 
of your life. To come out of this one in one piece, shoot-dodge out from 
behind the shingle and unload as many rounds as you can. The auto-save will 
slow the game down for about a second, but as long as you continue shooting 
you're fine. 

Read the letter on from Gognitti to Angelo Punchinello concerning Jack 
Lupino, and continue into the next room and out of the window. This should 
look familiar, considering you were just here about five minutes. Use the 
pipes to pass over the street and climb through the window that Gognitti ran 
into. Head through the door on the right, up the stairs, and through the door 
at the top that leads back outside. You appear just in time to see Gognitti 
dive off of the roof and land on a passing train (not bad for someone who was 
just shot). 

Follow Gognitti's example, another train will be coming in a few seconds. 
Stand on the platform and wait for it to come into view, and perform a shoot-
dodge off of the roof. You may actually overshoot the train, but you'll still 
complete the level regardless. 

001.71 - Chapter 7: Better Than The Last One 

This is definitely a level you don't want to repeat, since you'll have to 
watch the train cinematic over again if you do. 

Jump down onto the pipes that run along the wall of the building you're on 
and follow it to the next rooftop. With about twenty feet between you and the 
building, two thugs appear from behind the door on the next roof. Continue 
running forward and shoot-dodge onto the roof and kill them. Afterwards, head 
to the right across another two rooftops, both of which are directly 
connected and don't involve jumping. The third, however, does; and even 
though it's a relatively short jump, shoot-dodge across the gap anyway. 

Once you're on the other side, two thugs climb onto the billboard across the 
street and begin shooting at you. Their accuracy isn't very high at this 
distance, so crouch behind your own billboard and take them out with your 
Beretta. Follow the rooftop around and run down the metal staircase; an NYPD 
helicopter appears, but it doesn't actually interact with you in any way. 
When you enter the apartment at the end, you'll see Gognitti at the bottom 
yelling at the goons there to kill you. 

Stand at the top of the stairway with your pump-action shotgun equipped and 
wait for one of them to appear. When he does, blast him and head down to the 
next floor, but not before picking up the Beretta ammo in the box by the 
stairs. Peek around the corner and kill them from the stairs one at a time, 
working from right to left. When they're dead, pick up the painkillers in the 
cabinet against the wall and follow the hallway down to the end.

001.72 - Chapter 7: Ice Hard And Slick 

Look around the corner, but quickly move back behind the wall. A thug with an 
Ingram on the other side of the courtyard will shoot at you before running 
across the area. When he reaches the chain-link fence, strafe out and shoot 
him, but watch for the second thug in the same area that the other one was to 
run out. Instead, though, he hugs the far wall and eventually crouches down 
in the left corner. Peek out and take a few shots at him with your Berettas 
and he'll go down as well. 

Stay along the left wall and follow it along to the entrance to the alley. 
Kill the thug waiting there (with dual Ingrams) and continue down the alley. 
At the base of a set of stairs, you'll see Gognitti take a lift up to the top 
of a construction site before running off. Run up the stairs, a thug appears 
from behind the container and van on the left. Gun him down and drop down 
below the lift, there's a Beretta in the coffin with the dead cop and a 
painkiller in the one in front of it. Use the crates on the left to climb 
out, and then check the container for shotgun ammo. Afterwards, bring the 
lift down with the button on the pillar and take it up to the roof, but make 
sure to kill the thug hanging out on the second level; if you don't he'll 
follow you up and attempt to catch you off guard. There's also another thug 
on the billboard across the street, so take him out before continuing.  

Cross the wooden plank connecting the construction site to the next building, 
but don't enter the main area. Swing the camera around to face the streets, 
and you'll see a thug waiting just around the corner with a pump-action 
shotgun aimed directly where you head would be. Strafe out and kill him, but 
quickly retreat back. Another thug throws a pair of grenades in your 
direction, but as long as you stay out of the way he'll probably end up 
killing himself in the blast, as well as a second thug with a sawed-off 
shotgun who jumps down from the adjacent building. When the grenades finish 
going off, return to the main area on the roof and use the billboard as cover 
from the thug with an Ingram at the top of the metal catwalk. Kill him if you 
can, otherwise wait for him to come down and find you. 

Jump onto the catwalk and strafe onto the next roof, facing away from the 
street. An Ingram-packing thug is crouched in the corner, so kill him and 
pick up the painkillers on the ledge. Follow the catwalks along the rooftops 
until you come across a skylight, where you can see a couple of dealers 
talking to each other. Shoot out the glass and kill the two thugs from your 
vantage point, and then jump down onto the boxes. Check the crates and boxes 
for Ingram and Beretta ammo, as well as a painkiller. After clean the room 
out, head through the door on the right to finish the level.

001.73 - Chapter 7: All A Blur 

Run up the stairs and enter the door on the left, which leads outside. 
There's a fire escape to your left, so jump (no need to shoot-dodge, it's 
only about two feet away) onto it and run down a few levels until you reach a 
partially open door. Enter the apartment and watch the news report on the TV, 
and pick up the three painkillers in the cabinet in the bathroom. When you go 
to leave, you'll hear a couple of guys on the other side of the door waiting 
for you. Open the door and immediately shoot the thug standing in the doorway 
while the others run around the corner. Follow after them, but someone throws 
a grenade when you're about halfway down the hall around the corner. Hide 
behind the wall and wait for it to explode, and then continue. Equip both of 
your Ingrams and shoot-dodge around the corner, there are a total of four 
enemies down the hall, and they're all packed together, which means the 
Ingrams will mow them down without having to worry about trivial skills like 
"aiming". If anyone does survive, they continue to fall back, so chase after 
them. Run down the hallway and use the rooftop to reach the next building. 
Anyone who survived from the last building plus an extra thug will be huddled 
around the corner against the far door. Peek around the corner and lure them 
down, but watch out for the one thug with grenades. If he's still alive, 
he'll throw another grenade down the hall. 

When the entire group is dead, head through the door at the end of the hall 
that leads to an open lot. Gognitti is at the far end, kicking a locked door 
and pleading for it to be opened. 

Look over the ledge and you'll see a couple of thugs running around. One of 
them will be coming up the stairs to attack you, so wait for him to appear 
and take him out. Afterwards, equip your Beretta and look out over the ledge; 
there's a thug behind a dumpster in the right corner, but he's so close to it 
that any shots he take end up hitting the back of the dumpster. So take the 
aim to aim before unloading a few rounds into his skull. A third thug is 
almost directly underneath you, which would normally mean that he's out of 
sight. But as he runs around in a circle, you'll have a small window of 
opportunity where he comes into view, so line up your crosshairs where he 
appears and shoot him when he reaches that point. 

With the first three thugs dead, move back towards the door and look to the 
far end of the lot. Four more thugs appear and spread out across the back 
lot, including one who comes up the staircase. Be ready for him, and gun him 
down before he knows what hit him. 

Finally, head down the stairs and shoot-dodge from the bottom to the dumpster 
where the one thug used to be, killing a thug standing at the base of the 
staircase in the process. Using the wall that separates the two sides of the 
lot for cover, step out and kill the thug in the alley directly across from 
you. Strafe out even more and shoot at the last of Vinnie's goons in the 

With no one left to protect him, Vinnie appears from behind the dumpster in 
the corner and begins shooting at you with a Beretta. He may not be much of a 
threat offensively, but he has plenty of hit points to make up for it. It may 
sound like overkill, but equip your Ingrams and unload round after round in 
Gognitti. Perform a couple of shoot-dodges if you want to avoid being shot; 
when Vinnie goes down, the level ends.

001.81 - Chapter 8: A Den Of Drugs 

Objective: Find and kill Jack Lupino 

Thanks to your excellent interrogation skills, Gognitti reveals that Lupino's 
at his nightclub, Ragna Rock. You'll have to get through the mob boss's army 
of drugged up psychos to get to him, though. 

Before you do anything, check the security booth on your left for shotgun 
ammo in the cabinet. The front doors are locked, so you'll have to find 
another way in. The other security booth contains a small lever under the 
window that opens a secret panel behind you. Enter the room, but immediately 
shoot-dodge out from behind the bookshelf. Besides the one thug on the other 
side, there's also a thug by the table at the far end of the room. Gun them 
both down with your Berettas and collect all of the ammo and painkillers on 
the shelves. The book on the table, The Age of Murder and Storm, leads to a 
short graphic novel cinematic, which ends with Max saying, "I was also 
beginning to see what the nightclub and it's owner were all about." 

Head through the door, which leads to the back of bar next to a dance floor, 
and kill the one thug behind the bar. At the same time, retreat back into the 
room you just came from, because one of the other guys in the room throws a 
grenade in your direction. After it goes off, dive behind the bar and crouch 
down to avoid being shot, there's a thug on the dance floor and another on 
the balcony across the room. When the guy on your level is dead, leave the 
bar and use one of the pillars in front of it for cover while you aim at the 
thug on the balcony. It looks like the area's clear, but there's actually 
another thug on the balcony directly above you, and he has Molotov Cocktails. 
Look straight up and walk backwards onto the dance floor until either you see 
him or he throws a cocktail. In the case of the former, quickly shoot him 
before he decides to attack; if it's the latter, duck back under the balcony 
and wait for the fire to burn out. 

With the four thugs in the room out of action, head through the double doors 
on the right side of the room and strafe out into the hall facing right. 
There are two thugs by the bar (one in front, one behind), but you'll 
probably only be able to kill one of them. The survivor will eventually make 
his way to the bar on the other side of the room, but worry about that later. 
Peek out around the wall and you'll see a thug from the far left corner of 
the room run out and head in your direction. Wait for him from behind the 
wall, and kill him when he reaches the bar. If one of the two guys from the 
bar survived, strafe out onto the dance floor and kill him behind the bar on 
the left side of the area.  

Next to the other bar is a door with a "Bar" sign over it. Enter the main 
barroom and kill the thug behind the bar on the right. Shoot-dodge out facing 
your left and gun down the remaining two thugs in the room. If any or all of 
them survive, use the pillars and tables for cover. Afterwards, pick up the 
shotgun ammo and painkiller behind the bar and check out the occult books on 
the table on the opposite side of the room. Leave the barroom via the door to 
the left of the table to finish the level.

001.82 - Chapter 8: Ragna Rock

Run up the stairs and stand by the open door on your left, which leads to a 
wine room. Three thugs are inside talking about their boss, so let them see 
you and stay back in the hallway and wait for one of the three to appear at 
the doorway. Kill him, and then run into the room and hide behind the pillar 
in front of the door. Peek out and take turns exchanging fire with the two 
remaining thugs. After the slow-motion death sequence, head over to the large 
table they were standing around as another three guys enter the room on the 
other side of the barrels. Use the pillar near the path between shelves for 
cover and pick them off as they appear one at a time. 

Head down the row of shelves and around the outer edge to reach the doorway 
they came from (there's also quite a bit of shotgun ammo against the wall), 
which leads to another hallway. A thug appears in the room at the end, so gun 
him down and watch as he falls into the trap door behind him. Kill the thug 
on the stairs, and then enter the room. Run up to where his corpse is and 
look straight up; you'll see a thug two levels up with an Ingram. Pick him 
off from here and continue up. On the same floor is a third guy waiting for 
you to come up the stairs, so run up the last set backwards and gun him down 
with your Berettas (his own gunfire won't be aimed high enough to hit you). 

Enter the door on the left, which leads outside. There's a small slit in the 
wall across from you that takes you back into the wine room, except this time 
you have to walk along the beams on the ceiling. Before venturing out, 
though, kill the thug below you by the table. Afterwards, carefully walk out 
to the center where the two main beams intersect, and then head left to the 
other slit in the wall. 

Once you're safely back outside, jump onto one of the raised parts of the 
roof that juts out from the rest of the building. Walk across to the beam, 
and use the next one over to make it back to the roof. Run to the far end and 
enter the door to finish the level. 

001.83 - Chapter 8: An Empire Of Evil 

Run down the first set of stairs and wait for two thugs to come up and meet 
you halfway. Kill them and continue down; there's another thug at the bottom 
in front of the door, so shoot-dodge out and kill him. Open the door, but 
move away from the doorway and wait for the thug at the end of the catwalk to 
come to you. When he opens the door, blast him with a shotgun shell at point 
blank range. 

There's a cabinet at the end of the catwalk with four painkillers in it, but 
don't get them just yet. Instead, run down the first few steps on the stairs 
to your left and kill the thug at the bottom of the first set. Another three 
thugs run up to attack you, so kill them as they appear from around the 

Continue down the rest of the way and you'll end up in front of a stage. Head 
over to the control panel on the other side of the stage and switch the lever 
labeled "Stage Control". The back of the stage opens, and two thugs appear. 
Quickly flip the other switch labeled "Pyro Control" and watch as the flames 
behind the stage fire off, hopefully killing the two thugs in the process. If 
either of them survives, they run up to the control panel to attack you, so 
crouch down with your shotgun and wait for them. 

Afterwards, collect the painkiller on the control panel and run up one of the 
inclines on either side of the stage and enter the back rooms. Take the 
stairs on the right up to the panel labeled "Backdrop Controls". Make sure 
all of them are pushed up (in other words, switch levers 2 and 4), and then 
run down to the lower level. Make your way in between the backdrops, and 
strafe out facing left (away from the Backdrop Control panel). There's a thug 
at the top of the stairs with a grenade, and you'll want to kill him 
immediately. If he survives, not only does he throw a grenade at you but he 
runs up to the catwalk overlooking the backstage area. Why is this a problem, 
you ask? Well, there are some wooden planks connecting the catwalk to the 
door that leads to Lupino's inner sanctum, and one of them is fairly 
unstable. A few seconds after you or anyone else touches it, it collapses, 
making it much more difficult to cross the rest of the way. 

With that last thug dead, return to the stage and collect any painkillers 
left in the cabinet or stage control panel before heading up the stairs to 
the catwalk. The one section with a single wooden plank is the one that 
collapses, so don't spend more than a second or two on it. Enter the door to 
complete the chapter.

001.91 - Chapter 9: Straight From A Bad Dream

In this first room, there are some letters, notes, and a book scattered 
around the area that lead to some interesting graphic novel cinematics, all 
of which repeat the main theme of the Ragna Rock levels: "Jack Lupino was 
crazy all right." 

Take the stairs up and follow the corridor down as Lupino begins ranting 
about the "flesh of fallen angels". At the end, pass through the gate, which 
locks behind you, and enter the main room: a very large, multi-level area 
that looks something like this: 

                      |     | | ______ | |     |      
                      | B   | | ______ | | C   |      
                      |     | | ______ | |     |      
                      |     | |________| |     |      
                      |     |            |     |      
                      |     |     __     |     |      
                      |     |    /  \    |     |      
                      | E   |    \__/    |     |      
                      |     |            |     |      
                      |     |            |     |      
                      |     |            |     | | |  
                      |     |            |     | | |  
                      | A   |            |D    |_| |  
                      |_____|____________|_____|_ _|  
Before fighting Lupino, you'll have to wipe out his personal goon squad 
first. They appear at Points A and B, dropping down from the level above to 
the main level. There are also a couple of guys at Point C who use their 
vantage point to throw Molotov Cocktails and shoot at you. 

When you first enter the area, pick up the ammunition and painkillers on the 
tables on the right, and then run over to Point E. A goon from both Points A 
and B will drop down and attack you, so kill them both but stay in this 
general area. Now focus your attention on the step by Point A; every few 
seconds one of Lupino's goons will drop down in the exact same spot, so keep 
your crosshairs on that point and kill the four of them as they appear. 
Afterwards, run to Point D and use the pillar for cover from enemies at Point 
B. A total of six will drop down the second level and onto the stairs. Every 
time one does, step away from the pillar and unload a few rounds from your 
Berettas or shotgun. 

When the goons stop coming, run back to Point A and look around the curtain 
towards Point C. There's a slight chance that a stray Molotov flame will hit 
you, but you'll just have to risk it. Kill the three goons there, but watch 
for another guy drop down behind you. When the area's clear, quickly switch 
to your dual Ingrams and begin collecting as much ammo from the tables as you 

After a few moments, the curtain by the stairs opens and a cinematic plays. 
Jack Lupino is drugged out of his mind with Valkyr, and he has two bodyguards 
with him. The three of them run out into the main area and begin attacking 
you; the two goons have Ingrams and Lupino has a sawed-off shotgun and 
Molotov Cocktails. Hide behind one of the pillars until they're relatively 
close by, and then shoot-dodge back and forth, shooting as many rounds as you 
can. Lupino has quite a bit of life, but he's about as tough as Gognitti was. 

When Lupino dies, the level fades out and Part 1 ends. 

002.0 - Part 2: A Cold Day In Hell 

"Everyone makes mistakes. Mine hadn't been to crack jokes about the goon with 
the bat; he'd have cracked my skull regardless. It hadn't even been to trust 
a girl with a gun. I had blindly gone after the first bad guy on my hit list 
when I should have been aiming further up the ladder, at the head of the 
Punchinello family."

002.01 - Prologue: Nightmare 

Max's nightmare, as you'd expect, begins at the front door of his New Jersey 
home. Run forward, and the hallway stretches out and becomes a long maze. The 
key here is to take every available left, a total of three. Keep in mind that 
if the path branches off only to the right, continue going straight. 

When you reach the end of the maze, you'll be in Max's den. There are 
pictures on either side of the stairway (one of Michelle and the other of 
Alex), which lead to graphic novel cinematics, but not much else. Continue up 
to the second floor and enter the baby's room; before the get there, though, 
the hallway again stretches out. This one ends shortly, however, and 
afterwards you have a single trail of blood leading out into an otherwise 
black abyss. 

To make navigating the maze a little easier, I'm including a crude ASCII map 
of the maze, which is probably only to scale part of the time.

                        Start                   End                  
                     ____| |____________________| |______            
                          |                      |                   
     ___________          |                      |                   
          |               |                      |                   
           \       _______|                      |______________     
            \_____/                                             \    
                      |                                         |    
               |      |                                         |    
               |      |                                         |    
             __|      |                                         |    
            /         |                                         |    
            |                                                   |    
            |                                                   |    
            |__                                                 |    
               \                                    |           |    
               |                                    |           |    
               |___                                 |           |    
                   \                                |___________|    
                   |                                    |            
                   |                     _______________|            
                    \_                  |      |                     
                      |                 |      |                     
                      |                 |      |                     
                      |_______   _______|      |                     
                              |                |                     

Just as a side note, the trails that end are only meant to be landmarks and 
may actually go farther. You only have to make two jumps, and both of them 
are fairly easy to complete, which is a positive. Other than that, though, 
there isn't much that I can say that isn't illustrated better in the above 
diagram. Just keep in mind that you're trying to go in a semi-circle; in 
fact, you can even see your starting point from the end. 

When you reach the end, run down the hallway until you reach the baby's room. 
There's an interesting (and slightly creepy) occurrence here, where the 
blocks levitate and set down to spell the word "DEAD". After watching it, 
leave the room and head towards Michelle and Max's bedroom - there's another 
stretched out hallway, but thankfully no mazes. Read Michelle's diary on the 
table outside of the bedroom, and then head inside to finish the level. 

002.11 - Chapter 1: The Baseball Bat 

Objective: Escape from the hotel

You wake up in the basement of Lupino's hotel, tied to a chair with one of 
the ex-mob boss' goons, Frankie "the bat" Niagara, standing over you. After 
taking batting practice on your skull for a while, Frankie goes up to the bar 
for a drink. When he leaves, Max manages to escape from his bindings. But 
you're still beaten, bruised, and for all intended purposes unarmed, unless 
you count Frankie's baseball bat. 

Max tells you right away how to play through this level: 

"Without a gun, I'd be no match for Frankie's men. I'd have to play hide and 
seek with them."
Run to the other side of the room and break the lock off of the green cabinet 
to pick up a couple of painkillers. Now turn around and head over to the door 
across from the cabinet. Open it, but don't leave the boiler room just yet. 
Face the camera roughly at a forty-five degree angle so that you can see into 
the hall. After a few moments, a thug will walk by, with a group of two right 
behind him. Wait for all three of them to pass by, and then follow after 
them. The AI is by no means intelligent, but even still you'll want to keep 
your distance to avoid being seen when they're rounding the corner. 

About halfway down the hall after rounding the corner, you'll come to two 
doorways on either side of you. The area on the left has a group of thugs 
inside, but the room on the right is empty. Look into the room on the left to 
make sure no one's going to see you and head inside the other room; you'll 
find it filled with plenty of weapons for the time being, including dual 
Berettas, a Desert Eagle, a pump-action shotgun, a pair of grenades, and 
another painkiller. 

From here, you have two options. You can either finish the level and leave 
the rest of the level unexplored or collect the other items scattered around 
the other areas. To be honest, it really doesn't matter, since you'd only be 
gaining four more painkillers, an Ingram, some Beretta ammo, and anything 
else you pick up from the thugs you kill - all of which you'd end up with 
eventually anyway. 

If you just want to leave, wait for a fourth thug to walk past the armory 
you're in and then follow after him. There's an elevator around the corner. 
Enter it and go up. 

Otherwise, you're done playing hide and seek. Stand in the doorway and fire 
off a round at the first thing that moves and then hole up in the room. All 
of the thugs in the area line up at the doorway, so blast them with your 
shotgun one at a time. If you want to add some flair to the gunfight, shoot 
the red, flammable gas pipe at the other end of the room and take cover. 

Anyway, there are a total of seven thugs that will come and attack you (three 
in the area in the middle and four walking around the perimeter), so if your 
kill-count hits that magic number you can safely leave. If you didn't keep 
count or don't think you cleared the area, equip your Berettas and cautiously 
venture out. If you don't see anyone, do a quick check by running around the 
perimeter to make sure. With the seven of them dead, the only remaining 
enemies are a pair of thugs in the room on the opposite side of the area. 
Kill them, and begin exploring. 

The warehouse on the left with the two thugs has some Berettas ammo in the 
crates against the wall, but not much else. The main room in the middle, on 
the other hand, is filled with plenty of goodies to justify the otherwise 
unnecessary fighting. The three shelves that aren't against the wall have a 
grand total of four painkillers on them, and there are Beretta rounds and an 
Ingram on the crates in the two far corners. 

Afterwards, head over to the elevator and take it up. 

002.12 - Chapter 1: From Bad To Worse 

The elevator door opens right as a thug is walking by, so run out and shoot 
him before he runs away. There's another guy in the same room, but a shoot-
dodge will give you enough time to find and kill him. Head through the garage 
door and peek into the warehouse on the right; a grenade is thrown out at 
your feet, so quickly back away and avoid the explosion. Afterwards, step out 
and kill the two thugs crouching behind the boxes on the right one at a time. 
When the two of them are dead, another two appear from the doorway on the 
right to replace their fallen buddies. Use the same method as before to take 
them out, and head through the doorway they came from. 

There's only one thug in the next room - a meat warehouse - and he's all of 
the way on the other side in the corner. Use the hanging slabs of beef and 
crates in the center for cover from the thug's Ingram. When he's dead, leave 
the warehouse and into the alley leading to the street. Enter Lupino's hotel 
down the block to complete the level.

002.13 - Chapter 1: Mobster Muscle 

The door on your left leads to a lounge. As soon as you open it, a cinematic 
will begin and you'll hear a thug talking on the phone. When he hangs up, he 
walks up the stairs into the main lobby where you are. Kill him from the 
lobby and wait for the other two guys in the lounge to appear at the doorway. 

After killing the three thugs, enter the lounge and head over to the small 
table in the corner. Pick up the painkillers and listen to the radio report 
about the events at Ragna Rock. Head down the hall and enter the bathroom; 
there's a thug in the last stall who's initially unarmed until he sees you. 
The painkillers from the cabinet have been cleaned out, so there's nothing 
left to do but enter the barroom. Frankie's in there having a drink, and when 
he spots you another three thugs enter the room on the other side. 

When you regain control, stand out in the hall in the left corner and wait 
for one of the thugs to appear at the doorway. Kill him, and move to the 
other side of the door until another thug by the booths comes into view. When 
he's dead, dive into the room and pump Frankie with as much lead as you can 
as quickly as you can. That just leaves the third and final thug behind the 
bar. Try to collect as many of the weapons lying around before killing him, 
since the level ends a few seconds after the last enemy in the room dies. 

002.21 - Chapter 2: An Offer You Can't Refuse 

Objective: Kill Boris Dime and recover the weapons from his ship, the Charon 

The saying goes, "the enemy of my enemy is my friend", and that seems to be 
the case here. After leaving Lupino's hotel, you're approached by the leader 
of the Russian mafia, Vladimir Lem. He tells you about how the captain of one 
of his ships, Boris Dime, has betrayed him and now works for Angelo 
Punchinello. The loss of the ship's cargo, dozens of high tech weapons, will 
not only hurt Vladimir in his war against Punchinello's mob, but would also 
make Max's own rampage increasingly difficult to accomplish. So in exchange 
for assassinating Boris Dime and recovering his weapons, Max will be able to 
load up with as much firepower as he can carry before taking on Punchinello. 

Open the guard booth and kill the thug inside. Besides some shotgun ammo, 
there's a lever under the glass that opens the gate. Head through and hide 
behind the large container as a couple of thugs walk towards you from the 
warehouse. Since there's one on the ground and one on the platform, dive out 
from around the container and shoot the one thug on ground level. When he 
dies, spin around and kill the second thug before he jumps down. 

When the two thugs are dead, jump up onto the platform and open the warehouse 
door in the far left corner, just make sure to hide off in the corner out of 
sight. The three thugs - two on the lower level and one on the catwalk above 
you - will immediately open fire, so wait for the initial burst of gunfire to 
die down before strafing out and taking out the two on your level. The 
warehouse door will probably be automatically closing right about now, so 
reopen in and dive inside near the stacks of crates in the center of the 
room, ideally putting them in between you and the thug on the catwalk. 
Position yourself so that the pillar is blocking your view of the remaining 
thug, and then jump up onto the crates to get a bit closer before taking your 

Since you're already on the crates, use the height to jump onto the semi-
destroyed set of stairs in the far left corner. Besides the spare ammo 
dropped by the now-dead thug, there's a small cache of Ingram ammunition and 
a painkiller at the opposite end of the catwalk. 

Collect the ammo and painkiller and drop back down to the lower level again. 
There's a door on the other side of the room that leads deeper into the maze 
of warehouses, in this case a small open area outside with a truck parked in 
it. You should spot the thug on the right walking up the stairs, but what you 
don't see is his partner in the back of the truck, who won't actually appear 
until you cause enough trouble to gain his attention. In this case, shoot the 
red barrel to the left of the stairs that the one thug is walking up for and 
exciting, incendiary death. But quickly point your crosshairs at the back of 
the truck, because the other thug will barge out, guns blazing, at any 
moment. When he's dead, check out the truck for some shotgun ammunition. 

Afterwards, head over to the warehouse on the left, which is fairly similar 
to the one you were just in structurally, with the exception that the crates 
are gone and there's a lift in the corner instead of stairs. There's only one 
thug in this room, and he's on the catwalk with a grenade, which is the most 
important thing to keep in mind here. After opening the warehouse door, stay 
clear of the entrance until the grenade is thrown and explodes. Without the 
threat of any explosives going off, there isn't much else to worry about. Use 
the pillar in the middle of the room for cover and pop a couple of rounds 
into him. 

Take the lift up and check out the far end of the catwalk, you'll find a 
cabinet full of painkillers and a control panel. Avoid using the painkillers 
for the moment if you can, and switch on the crane using the lever on the 
panel. The crane picks up a bunch of crates blocking the door for you, 
allowing you to continue on. But as you go back to the lift, a pair of thugs 
appear from outside and begin shooting at you. Crouch down and use the high 
ground to your advantage, so take your time and aim instead of wildly 
strafing back and forth shooting. When they're dead, use the painkillers if 
you didn't already and then head back down to the ground floor. Pass through 
the door that was previously blocked by crates to complete the level.

002.22 - Chapter 2: Cold And To The Point 

Immediately when the level begins you'll see a thug walking away from you 
just to the right, an opportunity that is hard to pass up. Jump down to the 
ground and sneak up behind him before unloading a shotgun shell into his 
back. You'll see a couple of large storage containers against the walls; wait 
behind them and swing the camera around until you can see down the path. When 
a thug appears from somewhere on the right and walks past you, strafe out and 
kill him, making you two-for-two when it comes to killing enemies without 
having to dodge bullets. That record will end shortly, however, because if 
you follow the path created by the warehouses and containers you'll come to a 
wide, open area with a very large crane and three thugs in it. Two of them 
will appear from behind the crane, and the other from the left by the 
warehouses. As soon as your presence becomes known, retreat back behind one 
of the containers and wait for them to follow after you. When they reach the 
opposite side of the container, strafe out and introduce them to your pump-
action shotgun. 

With the area clear, run past the crane and over to the far right corner for 
a table with some ammunition - Beretta and Ingram to be specific - and a 
painkiller on it. There doesn't seem to be anything else of interest in the 
area, but there also doesn't seem to be any way out either. However, if you 
climb up the crane and play with the lever, it picks up a container between a 
warehouse and the wall, creating a path for you. 

It may be tempting to sit around at the top of the crane and enjoy the view, 
but resist the urge. As soon as you activate it, jump down and point your 
Berettas or Ingrams at the balcony on the other side of the area. A thug will 
appear and begin shooting at you from there, as well as another two coming 
from the exit you just created, so there isn't a whole lot of time you have 
to waste. Use a shoot-dodge to kill the thug on the balcony if you have to, 
and then quickly spin around to avoid being shot in the back. 

Run under the container being suspended in the air by the crane and follow 
the path in between rows of containers until you reach a straight, slightly 
wider row with another crane in it. Head down the row, under the crane, and 
duck into the small room on the left made from the open container with Desert 
Eagle and shotgun ammo in it. You might be tempted to peek out and see what's 
going on, but don't. After passing over you, the crane picks up a container 
and backs up, slamming it against the wall and killing the operator (and Max, 
if he had been in the way) in the process. 

So it's safe now, right? Nope, think again, because a couple of thugs appear 
from where the crane picked up the container and are currently running all 
the way down to where you're hiding. Check to see how close they are every 
once in a while, but don't actually confront them until they're within 
shooting range. The thug in front drops a painkiller, so pick it up and run 
down to the other side, the level will end when you reach the end.

002.23 - Chapter 2: Family Troubles 

Head out into the row of containers, but crouch down behind one of the crates 
on either side and watch the crane crawl up to you. There's a thug at the top 
shooting at you, so back away from the crate and take him out with your 
Beretta. When he dies, the container blocking the path under the crane is 
conveniently raised up, although a pair of thugs come at you from under the 
crane almost immediately after it is. Switch to a weapon that packs more of a 
punch and strafe or shoot-dodge out to meet them after they've passed under 
the crane. 

Continue down the row and take a left, you'll find a group of three thugs 
waiting for you. It's easy for them to catch you by surprise, and the end 
result for doing so is pain, so make sure you're ready for them to jump out. 
Since they attack one at a time, though, they don't have much else going for 
them without the element of surprise. Gun them all down and head over to the 
next row. 

You'll hear someone yell out, "Raise the bridge!" and see a thug run off to 
the right, but another thug is running down the left wall towards you. Kill 
him and move to the other side of the row, you'll see the thug waiting by the 
now-raised bridge. Strafe out and unload a few rounds into him before he has 
the chance to react, because he happens to be carrying around a grenade. 

With the bridge raised, you'll either have to find another path that leads 
across or a way to lower the bridge. Either way, you'll have to go down the 
row to find it. When you reach the first blue/green container on your left, 
though, you'll hear a thug talking from inside one of the containers. The 
door is locked, but eventually the thug opens it, so be prepared to kill him 
before he knows what hit him. Explore the small room, which contains a few 
interesting items, including a briefcase full of money, a piece of paper with 
the word "Mayor" written on it, and a new weapon - the sniper rifle. There's 
also a painkiller sitting on the table, so don't forget to pick it up as 

Follow the row to the end and take a right, there's a small barge that you 
can use to cross to the other side of the area. You'll see a thug walking 
away from you, but he won't spot you. Either sneak up behind him and take him 
out or use the sniper rifle if you really want to (remember that you have to 
hold X to zoom in on the scope). Regardless of how you kill him, his death 
will alert another thug of your presence, so be ready to repeat whatever 
strategy you chose. 

Once on the other side, you'll find that the area where the bridge is has 
been blocked off from where you are by a chain link fence, and none of the 
doors on your side are open. However, if you look at the warehouse walls, 
you'll see a few signs that read, "Caution! Use wheel blocks when parked in 
this area." And coincidentally, there happens to be a truck-trailer parked 
right in front of you with a wooden wheel block. Shoot the wheel block with 
you Beretta, and the trailer will roll back and smash into the bridge, 
effectively lowering it. 

Return to the barge and cross back to the other side, but use the walls for 
cover when a thug rolls out and begins shooting at you. Step out and return 
the favor, and then look down the row. A thug with an Ingram all the way at 
the other end of the row will shoot at you, so wait around the corner until 
he gets close enough to shoot at. When he's dead, another two thugs - with 
shotguns this time - appear and also come down to fight you. As boring as it 
is, wait there until they too are close enough to kill. 

Afterwards, run down the row and cross what's left of the bridge. A thug from 
an office on your right will come out and shoot at you, so be ready for it 
and shoot back. A second thug is waiting in the warehouse down at the end, 
but you can kill him from where you are. Enter the office where the first 
thug came from and pick up all of the weapons and painkillers inside. The 
first room contains a cabinet full of painkillers a pair of grenades, and the 
one behind it has Desert Eagle, sniper rifle, and shotgun ammo, as well as 
another painkiller. When you go to leave, however, a thug will run in, 
although he mainly ends up attacking the desk that's between the two of you. 

Leave the office and run down to the end of the area. Enter the warehouse 
where the one thug came from to complete the chapter. 

002.31 - Chapter 3: With Rats And Oily Water 

You begin the chapter in another warehouse with a thug standing on top of a 
container farther back. Without even taking a step, take him down, but 
immediately afterwards look back down near the vertical metal girder next to 
the crates. Although it doesn't look like there's any space to fit through, 
there happens to be one wide enough for someone to fit through right behind 
that girder. And as you'd expect, someone will be, very shortly after killing 
the one thug. Occasionally he'll run around the entire row of boxes, but more 
often than not he doesn't. Kill him, and follow the perimeter around to the 
right, where you'll find a shelf with Desert Eagle, Ingram, and shotgun ammo. 

After collecting all of the weapons mentioned above, head down the row where 
the one thug came from, but crouch behind the small stack of boxes on your 
left. A couple of thugs will appear on the other side of the shelf blocking 
your path, one of which is on a catwalk above you who throws a grenade. The 
boxes should protect you, although there's still a chance of being injured 
anyway. But considering that the only other option is to try and run back 
around, it's safer to take the chance behind the boxes instead of being 
caught in the blast and shot in the back at the same time. After the grenade 
explodes, strafe out and kill the one thug right behind the shelf, followed 
by the one on the catwalk. 

Take a right between the two stacks of boxes, but be ready to retreat. Just 
after you turn the corner, someone out of your field of vision throws a 
grenade in your direction, forcing you to dive backwards behind the nearest 
box. After it goes off, presumably the thug who threw it appears from around 
the corner trying to catch you by surprise. Kill him and pick up where you 
left off before the grenade was thrown. Around the next corner on the left is 
a thug, as well as a guy on the catwalk directly above you. Focus on the 
latter first, since you're an easy target almost anywhere on the lower level 
and you can simply shoot throw the bottom of the catwalk. Once he's dead, 
turn the corner a take out the other thug. Afterwards, run up the ramp that 
leads to the catwalk; there's a container blocking the direct route to the 
door, so go around counterclockwise but watch out for the thug who enters 
from the door on the other side and goes to meet you. When he's dead, check 
out the container in the far right corner that's open. Use the smaller crates 
and boxes to get inside and collect the shotgun ammo and painkiller. 

Open the door at the end, but immediately duck back inside. A crane will 
slowly creep over to the edge of the platform in front of the doorway, and 
there's a thug standing on it. When it stops moving, strafe into the doorway 
again and take him out. This area is a maze of containers, and you need to 
maneuver the crane along the track to get from one end to the other. However, 
there are quite a few enemies hanging around, as well as plenty of items. The 
area itself, though, looks something like this: 

                                                |      End     |        
                                   __________   |______________|        
                                  |          |          __    _______   
                                  |          |         |  |  |       |  
      ____________________________|          |         |  |  |   1   |  
                      __          |          |         |  |  |_______|  
            _______  |  |         |          |         |  |             
           |       | |  |         |          |         |  |             
           |   4   | |  |         |          |         |  |             
           |_______| |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
       ________      |  |         |          |         |  |             
      |        |     |  |         |          |         |  |             
      |        |     |  |         |__________|         |  |             
      |        |     |  | C                          D |  |             
      |        |     |  |______________________________|  |             
      |        |     |  |______________________________|  |             
      |        |     |  |                              |  |             
      |        |     |  |          ___________         |  |             
      |________|     |  |         |           |        |  |             
                     |  |         |           |        |  |             
       _______       |  |         |           |   _____|__|_____        
      |       |      |  |         |           |  |              |       
      |   2   |      |  |         |           |  |______________|       
      |_______|      |  |         |           |        |  |             
                     |  |         |___________|        |  |             
                     |  |                            B |  |             
                     |  |______________________________|  |             
                     |  |______________________________|  |             
                     |  |                            A |  |             
                     |  |          __________          |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
                     |  |         |          |         |  |             
            _______  |  |         |          |         |  |             
           |       | |  |         |          |         |  |             
           |   3   | |__|         |          |         |__|             
           |_______|              |          |    ______________        
      ____________________________|          |   |    Start     |       
                                  |__________|   |______________|       

Before even moving, equip your sniper rifle and kill the thug in the guard 
tower in the far right corner (Tower 1 on the diagram). Afterwards, push the 
button in front to make the crane move forward, and point your rifle's scope 
to the left, directly over the spare sniper ammo. There's a thug in the guard 
tower marked Tower 2, but you have to kill him before the crane stops since 
the stack of containers will block your view otherwise. With that thug out of 
the picture, move the crane left and wait around until it stops. Look back 
towards Tower 3 and snipe the thug inside. Move down and jump into the tower, 
you'll find sniper rifle ammo and a painkiller. At the same time, three thugs 
appear from Point C on the ground and begin shooting at you with Berettas. 
Return fire, but tip the scales in your favor by using the rifle instead and 
bullet time. If possible, try not to pick up the ammo in the tower until 
after you kill them, for obvious reasons. 

When the group is dead, jump back into the crane and move forward towards 
Tower 4. You won't see the thug in the tower until you pass the large stack 
of containers, so you can kill him with a closer-range weapon like the dual 
Berettas or even your shotgun. You'll find the same items from Tower 3 - 
sniper rifle ammunition and a painkiller - inside, and just like before a 
couple of thugs (only two this time) appear on the ground. When they're dead, 
return to the crane and take it from Point C to Point D. 

Explore Tower 1 and pick up the Desert Eagle and sniper rifle ammo, as well 
as yet another painkiller. Two guys appear at Point D, so go through the 
routine one more time and kill them. Jump back into the crane, and from the 
crane you can jump to the platform. Enter the door to complete the level.

002.32 - Chapter 3: Pissing Punchinello Off 

Although it usually isn't a smart move to intentionally jump off a platform 
of any kind, make an exception in this case. Drop down onto the red container 
in front of you, and then step backwards and jump down to the ground level. A 
thug is on the other side of the container, and he'll run around to the other 
side. Kill him, and then position yourself so that you're still behind the 
container but can see the catwalk across from you on the other side of the 
warehouse. Two guys will appear from a door from the left and run down to the 
catwalk, either jumping down halfway or coming down the ramp at the end. 
Either way, keep an eye on where they are and gun them down from behind the 
container - just be sure that you aren't ganged up on if each one appears 
from a different side. 

Run past the ramp that leads up to the catwalk and look to your right; you'll 
see a small area enclosed in a fence with a metal gate keeping you out and a 
thug standing around inside. Strafe out and kill him, and then run up the 
ramp. Head over to the small room at the end and look out the window. Max 
will let you know that the ship outside is Boris', and you can even spot a 
thug standing on the deck. Shoot him from the room, and then push the button 
by the door to unlock the gate at the other end of the warehouse. A couple of 
guys will run out and come find you in the room. Equip your shotgun and sit 
in front of the door; when they appear at the doorway, pump a round into each 
of them and then head over to the fenced-in area. There's another open red 
container to your right from the catwalk with shotguns, Desert Eagles, and a 
painkiller in it. In the enclosed area itself, there's some Beretta, Desert 
Eagle, Ingram, and shotgun ammo on the shelves and tables, as well as a 
painkiller. Leave the warehouse through the door to complete the level. 

002.33 - Chapter 3: A Dangerous Game 

There are two crates on the dock where Boris Dime's ship is, and each one has 
a thug hiding behind it. However, the one farther down on the left is visible 
from where you begin the level, so quickly take a shot at him and run down 
the steps. His buddy will come out from his hiding spot afterwards, so shoot-
dodge forward and kill him. 

Afterwards, use the ramp leaning against the ship to board it. Someone at the 
stern on the other side of the large container to your left will spot you, 
and they'll run around it to find you. Wait by the crates until they appear, 
and then kill them. Look around the container so that you can see the other 
side, you'll see a thug standing at the top of the stairs in front of you. 
Kill him, but before running over to his body head back to the front of the 
ship and break the small box for an extra painkiller. Now run up the stairs 
and enter the ship from the left side; a thug will probably see you, so be 
prepared to shoot as soon as the door opens. 

Inside you'll find a ringing telephone with Angelo Punchinello on the other 
side, and to say that he's mildly upset with your meddling would be an 
understatement. There's also a cabinet with four painkillers in it, but don't 
use any of them if you can. 

Open the door behind you, but watch out for the thug at the bottom of the 
first set of stairs with a grenade. Obviously, you'll want to stay out of the 
doorway to avoid the explosion, but afterwards, run down the stairs and kill 
the three thugs scattered around the stairway. At the bottom are two final 
thugs, so step out for a moment and fire off a few rounds to kill them. 

Enter the boiler room to the right of the stairs to meet Boris Dime. He's 
standing in the back of the room with another three goons in between. 
Luckily, there are plenty of machinery and crates that can be used for cover; 
however, you can sit in the stairway and lure the three of them into the 
corridor. That just leaves Dime. 

Dive between the crates and machine parts until you reach a couple of crates 
stacked on top of one another near Boris, who's strafing back and forth, 
ready to shoot or throw a Molotov Cocktail as soon as he sees you. Like 
before with Jack Lupino, the main problem here is dealing with Boris Dime's 
health points, so when you attack, use a weapon that will pack one hell of a 
punch - dual Ingrams will do the trick. However, you might want to consider 
lobbing a grenade over the crates instead, since the blast will also ignite 
the flammable pipes behind him. The combined power of the explosion is more 
than enough to kill Boris.  

When Dime dies, you'll see a door at the end of the room that leads to where 
the weapons are stored. But before heading inside, go back to the top of the 
ship and use any of the painkillers that are left in the cabinet. There's 
also shotgun ammo, Ingram ammo, and a painkiller in the corner of the boiler 
room on your immediate right, and another painkiller on the crate near the 

After collecting all of that, enter the hull where the weapons are stored. 
Vladimir will congratulate you over the loudspeaker and tell you to load up 
with as much as you can carry. Take his advice - you should finish this level 
with all of your weapons full of ammunition. You'll also find a new weapon, 
the Colt Commando, which from here on will be the best weapon in the game in 
just about any situation you find yourself in. 

When you're good and ready, leave the boiler room and head up the stairs for 
the chapter to end. 

002.41 - Chapter 4: No Payne No Gain 

Objective: Escape from the restaurant 

Rather than risk an all-out assault on Punchinello's manor, Max calls up the 
Don and asks to cut a deal with him. Punchinello agrees to meet at his 
restaurant, Casa Di Angelo, but this sounds way too good to be true. And 
knowing Max's luck, things aren't going to work out as well as he's hoping 
they will.  

When the level begins, everything seems quiet enough. But as soon as you take 
a step forward, a bomb will go off and the restaurant will go up in flames. 
From then on it's a race to escape through the back before the exits are 
engulfed in fire. 

First of all, jump over the railing on the right and climb over the booths. 
Run to the back and go straight through the double-doors that lead to the 
back rooms. There are a half-dozen shelves to your right that are concealing 
a door, so quickly duck between the second and third shelves and head through 
before the one collapses and knocks the others over like Dominos. If this 
happens, you'll be cut off from the door and unable to continue. 

Make your way down the hallway, avoiding contact with the walls, until you 
reach a lounge area. The exit is on the left side of the room, and there is 
only a small path in the middle between the other walls of fire. Simply run 
forward until you see a break in the flames, and then take a left. The 
hallway leads to another lounge, which is almost entirely consumed in the 

                  |~~~~~|         ~~~~~ - Fire                        
                  | ___ |                                             
                  | ___ |________________________                     
                  | ___ |. . |. . | . .| . .|. . |                    
                  |     |____|____|____|____|____|                    
                  |   . .                      . |                    
                  |  .  ~~~~~~~~~~~~~~~~~~~~   . |                    
                  |  .  ~~~~~~~~~~~~~~~~~~~~   . |                    
                  |  .  ~~~~~~~~~~~~~~~~~~~~   . |                    
                  |  .  ~~~~~~~~~~~~~~~~~~~~   . |                    
                  |  .  ~~~~~~~~~~~~~~~~~~~~   . |_________           
                  |  .  ~~~~~~~~~~~~~~~~~~~~   . . . . . Max Payne    
                  |  .  ___________________________________           
                  |  . |                                              
                  |  . |                                              

Follow the right wall over until you reach a couple of tables under an 
overhang; you have to climb over them and take a left at the end. You'll see 
a set of stairs on your right that looks promising, but they too are up in 
flames about halfway up. Instead, there's a hallway on the left that leads to 
a different set of stairs. Follow the hall down and enter the last door on 
the left to complete the level. 

002.42 - Chapter 4: Put Out My Flames With Gasoline 

Like before in the restaurant, the office you begin in isn't ablaze at the 
moment, but take a step in any direction and everything immediately goes up 
in flames. Take a right and open the door next to the cubicle, but don't go 
into the hallway. There's a small flame running along the floor that's about 
to hit an explosive, and if you attempt to make it past instead of waiting it 
out, you'll be caught in the blast. 

After it explodes, head down the hallway, jumping over the cabinets and 
shelves strewn across the floor, and turn the corner. The floor here is on 
fire, except for a small path that's just wide enough for Max to pass 
through. The hallway leads into a kitchen, and unbeknownst to you, a gas pipe 
is about to explode and land right where you're standing. So obviously, the 
smart thing to do would be to step back as soon as you hear (and see, since 
the explosion will cause the screen to rumble) it and let it slam into the 

Now enter the kitchen and run over to where the gas pipe was. The walkway is 
engulfed in flames and most of the shelves are too, with the exception of the 
very end. You can climb onto it and drop down on the other side; afterwards, 
head through the double-doors on the left to finally escape from the inferno. 

But you still aren't quite done yet. You might not have to worry about 
avoiding fire, but now some of Punchinello's thugs are back here waiting for 
you. As you enter the second kitchen, shoot-dodge forward and kill the thug 
standing on the other side of the room. There are some painkillers in the 
left corner if you need them, and the stairs in the back lead downstairs to 
the exit. However, there are a couple of thugs waiting for you, but you can 
have some fun and kill them at the same time. In the far right corner is a 
dumbwaiter, which leads right to where Punchinello's goons are. Throw a 
grenade down, and within a few seconds it'll explode and take them out - 
there's even a spare grenade on the table near the dumbwaiter to replace the 
one you used. 

Head downstairs and explore the back of the room; as Max puts it, "The 
mobsters had been guarding a real treasure, the way out of this disco 
inferno." Equip your Ingrams and drop down into the sewer, immediately shoot-
dodging forward down the stairs and taking out the three thugs who appear 
from the left in the process. Behind them, there are another two thugs at the 
end, so chase after them before they get too far away. Follow the walkway 
around to the right, killing another thug around the next corner under the 
walkway, and then take a left. Two more thugs are standing at the base of a 
metal staircase that leads back outside, so kill them and head up to complete 
the level.

002.51 - Chapter 5: Murderous Hearts 

Objective: Kill Angelo Punchinello and the Trio 

Since Punchinello doesn't seem interested in meeting with you face-to-face, 
it looks like you'll have to find him yourself in his mansion. But before you 
can take out your revenge on the Don, you'll have to get past the Trio first: 
Vince Mugnaio, Pilate Providence AKA "Big Brother", and Joe "Deadpan" Salem.

It's probably tempting to use the Colt Commando, and for good reason, 
considering what a great weapon it is. But none of the goons in Punchinello's 
manor carry Colt Commando ammo, so if you waste it now you won't have it for 
later when you need the extra firepower. At least in the first one or two 
levels in the chapter, stick to your Ingrams and shotgun.

You begin in Punchinello's wine cellar, and the goons guarding it have been 
killed already. Run down the stairs and enter the door on your left; there's 
a corpse on the table with a message pinned on him, leading Max to believe 
that Mona had somehow managed to escape from the manor. Leave the room and 
continue farther into the cellar, but keep your crosshairs focused on the 
doorway on the other side. Around the time you pass the first shelf, one of 
the Don's goons appears and takes a shot at you. Kill him before he can get 
away, and then go after the other two guys at the end of the corridor. 
Luckily, they stay where they are and don't have grenades to throw, so this 
shouldn't be a problem. 

There are a couple of painkillers and some Beretta on the shelves in the one 
room, but avoid taking them if you can right now. At the end of the corridor 
where the two thugs were is a door on your left that's fairly easy to miss 
containing another painkiller. Just be careful when you go inside, because 
there's a thug standing in the corner by the door waiting for you. 

Afterwards, continue deeper into the cellar; you'll see a thug run into the 
next room, but he isn't alone. Stand in the doorway and kill one of the three 
when he comes into view to attack. Kill him, and then shoot-dodge into the 
room with your Ingrams equipped; the remaining two thugs are on your left, 
and they spread out to different ends of the room if you don't gun them down 
quick enough. 

Go back and collect any of the painkillers still in the cellar, as well as 
the ammo on the shelves scattered around the wine cellar. Head up the stairs 
in the last room, which leads into the main floor of the manor, specifically 
the kitchen. The door on you left is locked, and one of the members in the 
Trio - Pilate Providence - is in the room directly in front of you along with 
another two thugs. Open the door and throw a grenade inside, but make sure to 
aim high enough to clear the overturned table. The resulting blast will kill 
the two goons and take out a good portion of Pilate's health. Afterwards, run 
into the room and shoot-dodge around the table, firing at Pilate with your 
Ingrams. Combined with the damage from the grenade, you should be able to 
kill him before the shoot-dodge finishes. 

Return to the kitchen, but be prepared for the two thugs who appear from the 
previously locked door on the other side of the room. The Tarot cards on the 
counter lead to a short cinematic, and there are three painkillers in the 
corner under the cabinets, but not much else in the kitchen. Head through the 
other door, which leads to a two-level room, and kill the thug on your floor. 
Afterwards, face the door you came from and look straight up onto the balcony 
above you to spot the other goon. Unload a few Beretta rounds into him, and 
then head through the door at the other end of the room.

002.52 - Chapter 5: Angel Of Death

This room seems safe at first glance, but there's one particularly sneaky 
thug hiding behind the plant on the left side of the room. Strafe out of the 
doorway and kill him; afterwards, you can screw around with the piano to play 
the Max Payne theme song. Enter the door on the right, but back away as the 
two thugs by the bar shoot at you. Wait in front of the door for them to come 
after you, killing them as they do. Check behind the bar for three 
painkillers, Ingram, and Desert Eagle ammo. 

The door opposite of the bar is the main staircase, which only has a pair of 
thugs guarding it. As you enter, the one on your level will run up to the top 
by his partner; you'll want to try and stop him, but it isn't the end of the 
world if you can't. Stay close to the stairs to avoid the gunfire, and then 
step back and shoot back when they pause to reload. Run up the stairs and 
take a right (since the door on the right is locked) and open the door on 
that floor. Joe Salem, another member of the Trio, is waiting inside with a 
couple of thugs inside. You can throw a grenade in if you want, but you have 
a little more room to play with if you want to hold onto your grenades and 
shoot-dodge instead. Just keep in mind that one of Salem's goons is in the 
far right corner and there's a chance you won't see him at first glance. 

When you've killed another third of the Trio, head over to the other door in 
the main staircase that was locked. You'll see a thug standing in the doorway 
when you leave the room with Salem who runs back inside and locks the door 
behind him. Stand by the door and you'll hear them inside talking about Max, 
ending with, "This will stop anything. Take cover." That's your queue to get 
as far away from the door as possible, preferably in front of the room on the 
other balcony. The thug you overheard will fire an M79 round at the door, 
destroying it, and will continue firing rounds after that. However, they only 
reach what used to be the door, so you don't have to worry about being hit. 
Standing on the other balcony, equip your sniper rifle and take him out. 

Enter the room and swing the camera around so that you can see around the 
corner to the right. Shoot-dodge over and kill the two thugs standing by the 
bed, and then head through the door on the right.

002.53 - Chapter 5: Trouble On Dagger Heels 

There are three painkillers in the cabinet mounted against the wall, so pick 
them up and leave the bathroom. Kill the thug in the bedroom, and then check 
out the bed where the corpse of Lisa Punchinello is for a short cinematic. 

Continue into the next room and pick up the ringing telephone. The mysterious 
caller who's dropped you a line a few times before introduces himself as 
Alfred Woden, and tells you that an armed helicopter has landed on the manor 
grounds. There isn't anything you can do about that now, so enter the next 
area - the balcony from the previous level - where the third and final member 
of the Trio, Vince Mugnaio, is waiting. With either your Colt Commando or 
dual Ingrams equipped, run to the other side of the balcony and shoot-dodge 
at the very end; Vince Mugnaio will run out from the corner, so hit him with 
everything you have. Like the others, Mugnaio's a pushover, and killing him 
isn't very difficult. 

With the Trio out of the way, the only thing standing in the way of you and 
the Don is the two goons in the next room. It's easy to miss one of them, 
since he's standing right by the door, but without that element of surprise 
they're no match for you. 

Before entering Punchinello's room, make sure to equip your Colt Commando. A 
cinematic will play where the Don begs for his life and swears that he was 
only following orders from someone even higher up the chain of command. And 
it turns out that he's telling the truth, because a group of "Killer Suits" 
as Max calls them burst into the room and assassinate Punchinello. Kill them 
and attempt to leave; although when you enter the area with the balcony 
you'll find yourself completely surrounded and hopelessly outgunned (well, 
more than usual anyway). 

Like before, poor Max can't catch a break. Part 2 ends with the mystery woman 
in charge injecting you with an overdose of Valkyr, and everything goes 

003.0 - Part 3: A Bit Closer To Heaven

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

That small voice proved, beyond any doubt, that I was damned."

003.01 - Prologue: A Vortex Of Green Blood 

The second nightmare sequence is broken up into three parts, but it's still 
about as long as the one before it. Like before, you're permanently in bullet 
time and involves running around in circles for a while. 

Nothing fancy here, just follow the level along the set course. You begin in 
an office with a single door in the far corner. Leave the room and run down 
the hallway, and you'll hear Michelle talking. After you reach the den in the 
Payne residence, go upstairs and enter the baby's room. Continue into the 
bedroom to complete this part of the level.

003.02 - Prologue: Funny As Hell 

Yeah, you're back in the office again, except this time the walls are on 
fire. There's a letter on the desk, which reveals to Max, "You are in a 
graphic novel." Afterwards, pick up the ringing phone on the other side, 
although you only hear random babbling. Leave the office through the same 
door as before, only to be sent back to the office again. Check out the 
letter again, which changes to "You are in a computer game, Max." The 
telephone call is also different, and in this case is a bit more 
comprehensible. The caller tells Max, "...Don't lose it! It's Valkyr, the 
drug! Snap out of it! Try to remember..." 

Leave the office one more time and you'll end up at Max's front door. Enter 
the den, which is now covered in the wallpaper from the baby's room, and go 
upstairs. There's a new room that mainly empty, with a doorway in the far 
corner surrounded by candles. Head through the door and run down the hall.

003.03 - Prologue: The Killer Was Smiling 

Run down the hall, and you'll eventually be standing in front of another 
blood trail jumping puzzle. 

                                        ________| |________     
                     First Level                 |              
                                        |           O           
                                        |           |           
                                 O______|    O______|           
   |   ____   |                                                 
   |  |____|  | End                                             
        |______O    O_______            Second Level            
              O            |                                    
              |            |                                    
              |            O                                    
                           |_______O X O_____                   

It's basically the same type of puzzle as before, with a few exceptions. The 
most obvious one is that you have to work on multiple levels this time. When 
you get to the end of the first blood trail, you'll have to jump down to the 
next level over to the right. This isn't a big deal since you can see where 
you have to jump, so it isn't a leap of faith. 

After that, the only other time you have to change levels is when you reach 
Point X labeled on the diagram. The two levels overlap each other, and the X 
acts as the guide to where they line up. In case that doesn't make sense, 
from the corner on the first level labeled Point X, jump off the edge and 
land on the blood trail directly below you (also labeled Point X on the 
second level). 

There are also a few clues to point you in the right direction if you get 
lost. If you reach a dead-end that isn't where you're supposed to be, Max's 
baby will let out an extremely painful scream. If that happens, turn around 
and try another route. 

Also, you'll want to be going in the back right corner, starting from about 
nine-o-clock and ending up at about three after going in a clockwise circle. 
As you get closer to the end, you'll begin seeing flickers of a candle in the 
distance. Try to take whatever path leads to the candles. 

The end of the maze is a small "island" with the baby's overturned crib on it 
surrounded by candles. Jump from the end of the last blood trail and onto the 
island; the game will fade out, and you'll end up in Max's bedroom. In the 
room with you is the suit-version of Max that you played as in the very first 
level. The other Max will scream out, "Murderer! You killed her!" and opens 
fire at you with a Beretta. As bizarre as this is, don't forget to defend 
yourself - if you die, you have to start over from the beginning of the 
level. Kill the other Max with your dual Berettas; when he dies, the prologue 
finally ends. 

003.11 - Chapter 1: Take Me To Cold Steel 

Objective: Investigate the Cold Steel Foundry 

Before everything went black, the mysterious woman had said, "Take me to Cold 
Steel." With Punchinello dead, it's your only lead, so you'll have to 
infiltrate the foundry and search for clues.

Lucky for you, Max sneaks past the guards outside and climbs onto the roof 
during the introduction cinematic, so you don't have to worry about doing it 
yourself. Run over to the skylight and shoot out one of the sides with your 
Beretta. Drop down onto the crates and look into the next room; you'll see a 
red laser tripwire being emitted from a gray sensor. Shoot the sensor to 
destroy it; you'll be safe from the resulting explosion if you're back 
against the wall. 

Head through the door on the right, which leads to an office overlooking a 
warehouse, and listen to the radio report. Afterwards, collect the grenade, 
sniper rifle, Colt Commando ammo (sorry, no gun), and painkiller on the 
shelves and in the cabinets. Leave the office and run down the catwalk; there 
are two mercenaries on either side of the area walking away from you, so 
sneak up behind the one on the left and take him out. Pick up his Colt 
Commando and use it to kill the other mercenary, who will be coming to find 
you as soon as you open fire on his comrade. 

It seems like the warehouse is empty, but there's one particularly clever 
mercenary hiding in one of the first container (with "Cold Steel" printed on 
it in red letters). He'll eventually come out and attack you if left alone, 
but it's a much better idea to engage him yourself. Just be careful about 
opening the container, because the mercenary inside has a pump-action 
shotgun. Opposite of the container is another small office with more ammo and 
painkillers in it, but as soon as you enter it another guard will appear from 
an adjacent warehouse and attack you through the glass. Run out and kill him, 
and then collect the Desert Eagle and Colt ammo, as well as the three 
painkillers in the cabinet on the wall. 

Leave the office and open the warehouse door in the left corner. There are 
three mercenaries inside, so step out from behind the wall and shoot at them 
with either your Colt Commando or shotgun. Head inside and over to the door 
on the right to complete the level.

003.12 - Chapter 1: Operation Dead Eyes 

There are a couple of sensors in place in this room, and destroying them at 
this distance would be suicide. Back up into the previous room and shoot it 
out, and then reenter the room. Someone will throw a grenade through the 
space in the door where the glass should be, so retreat to the previous room 
one more time and let it explode. Crouch in front of the door and point your 
crosshairs right in the center; within a few seconds the mercenary who threw 
the grenade will come in to finish the job, only to walk right into your line 
of fire. 

After you kill him, head through the room and enter the warehouse where the 
mercenary came from. Press the button on the left to open the large warehouse 
garage door, but immediately back away. There are two mercenaries on the 
other side - one with a grenade - who will attack you as soon as the door 
opens. You can either stand your ground and kill the mercenary with the 
grenade before he throws it, or dive behind a crate to avoid being caught in 
the blast. Both are a bit risky, but it's probably a better idea to try and 
avoid the grenade. The garage door will probably close by the time it 
explodes, so open it again and kill the two mercenaries standing on the 
platform. There's another mercenary on the second level, so run up the ramp 
on your left and kill him as he runs across to meet you. Pick up the three 
painkillers in the cabinet on the back wall, and then run back down and cross 
the platform, picking up the Colt Commando ammo stacked on the crates as you 

Enter the warehouse directly across from the platform and you'll be in a room 
with molten steel covering the entire left side. 

                        |   |     |         |                       
                        |   |     |         |                       
                        |___|  ___|   B     |                       
                        |     | 2 |         |                       
                        |     |___|_________|                       
                        |         |         |                       
                        |___      |_________|                       
                        | 1 |     |         |                       
                        |___|     |   A     |                       
                        |         |         |                       
                        |___      |         |                       
                        |   |     |  Max    |                       

On the other side of the crates (Side B) is some ammo and a painkiller, but 
it can be tricky to get there. Jump onto the safety railing and shoot-dodge 
onto the solid rock labeled Rock 1. Make sure to dive straight forward so 
that Max hits against the wall instead of sliding right off the rock into the 
molten steel. From Rock 1, jump to Rock 2, and then climb over the railing 
and onto the other side. Collect the Ingram, Desert Eagle, and Colt Commando 
ammo and painkiller on the shelf, and then jump onto the crates to climb over 
to the other side. The garage door will open and a mercenary will shoot at 
you, but the crates make great protection and give you a good vantage point 
to kill him. 

Leave the room and take a right to the other side of the main area. Run 
across the other platform and pick up the sniper rifle, Beretta, and Desert 
Eagle ammunition, and then head through the green door on the opposite side 
of the platform. There's a laser tripwire set up with a mercenary behind it, 
and the sensor itself is blocked from view by a small box. Quickly shoot the 
box and destroy the sensor, killing the mercenary in the process, and shoot-
dodge around the corner. Kill the second mercenary waiting for you, and then 
turn around and pick up the shotgun ammo in the area enclosed by a chain link 

Head through the door around the corner, and you'll end up in a large, open 
area with a river of molten steel running through the middle and a small 
catwalk against the left wall that leads across. 

                     |                              |               
                     |                          |___|               
                     |                          |___|               
                     |                          |___|               
                     |                              |               
                     |__|                     x_____|               
                     |__|                     |     |               
                     | ||                           |               
                     | ||                           |               
                     | ||                           |               
                     |x||                           |               
                     |__|                           |               
                     |__|                __         |               
                     |                  |  |        |               
                     |__________________|__|__ MP __|               
                                              |  |                  

Enter the area and take a few shots at the mercenary on the catwalk. If you 
don't kill him within a few seconds, though, run back into the previous room 
to avoid the grenade the mercenary will throw at you. After it explodes, 
reenter the area and try and kill him again from the door, using the crates 
and metal girder for cover. When he dies, another guy on the other side will 
appear and shoot at you from behind a large metal container. Hide behind the 
metal girder and exchange fire with either your Colt Commando or sniper 

With the area clear, run up the stairs to the catwalk where the first 
mercenary was. There's a gap in the middle of the catwalk, so press the 
button against the railing to extend it out. As you do, another mercenary 
will appear from the room you came from and shoot at you, so take him out 
before you cross. At the other end, wait on the catwalk for a guy on the 
floor above you to appear and run down the metal staircase. When he does, run 
over and gun him down. If you attempt to run up to the second floor before 
killing him, he shoots through the floor with a Desert Eagle, making it 
difficult to get up without taking some damage. 

With the area clear, though, run up the staircase and enter the corridor 
through the door in the far corner. Run down the hall but keep your guard up, 
since a mercenary will strafe out from around the corner when you're about 
fifteen feet away. The same thing will happen another two times, and the 
second mercenary will drop a painkiller. 

At the end of the hall, head through the door and enter a long room with a 
bunch of crates inside. Two mercenaries appear from the door at the other end 
and hide behind the crates. If you wait for a few moments, however, they'll 
eventually leave the safety of the crates and come after you. Kill them and 
enter the hall through the door at the end. There's an office on the left 
with a couple of mercenaries in it talking about naming their weapons, but 
don't listen to the entire conversation. Strafe into view and shoot them 
through the glass, and then head inside. There's some Colt Commando and 
shotgun ammo on the shelves, as well as a walkie-talkie that leads to a 
cinematic. It seems that your presence has become known, and the guys running 
the show have decided to "destroy the evidence and vanish into the night" as 
Max puts it rather than risk the intruder finding out the secrets of Cold 

When the cinematic ends, leave the office and run down the end of the hall.

003.21 - Chapter 2: Hidden Truths 

Run forward and shoot-dodge through the door directly in front of you, 
shooting at the mercenary inside as you do. As you begin to come out of 
bullet time, swing the camera around so that you're facing the window and 
immediately begin firing through it at the second mercenary who appears from 
the other door. When they're both dead, check out the folder on the table for 
a cinematic, the Molotov Cocktails in the green cabinet, and the three 
painkillers in the cabinet on the wall. Also, don't forget about the Ingram, 
Colt Commando, and grenades on the shelf out in the previous room. 

With all of that taken care of, leave the office and head through the door 
where the one mercenary came from; there's a third mercenary hiding behind a 
door that's leaning against the wall. Kill him and take his place, you'll see 
a couple of laser tripwires with the gray sensor on the right wall. If you're 
standing in the very corner and shoot it out, the explosion will miss you. 
And of course, if all else fails you can stand back and toss a grenade in the 

The explosion from the sensor will cause a gas pipe to explode, and flammable 
gas will block your path. Use the wheel on your side to turn it off, and then 
head through the door and onto the catwalk. 

As you step onto the catwalk, two mercenaries will appear - one on each 
level. The one on the lower level will stand on a platform between the two 
catwalks, and the other will be on the opposite catwalk in the far corner. 
Back into the previous room and stand in the corner so you can only see the 
very last section of the other catwalk. Kill the mercenary standing there, 
and then walk out and pinpoint his partner, using bullet time if you have to. 

Afterwards, run across and open the door at the end. The room is full of 
laser tripwires - far too many to try and jump over - and the crates by the 
door prevent you from shooting any of them. Instead, open the door and throw 
a grenade inside; don't bother aiming, since destroying one will cause a 
chain reaction that will take the others out as well. Now, enter the room and 
pick up the grenade on the ground by the green door to your left. 

Leave the room through the other door, but watch out for a mercenary who 
appears from the room with the gas pipes. Duck back into the room and 
exchange fire with him, and then run down the catwalk to the next door. 
Again, the area's is completely covered in laser tripwires, so you'll need 
another grenade. Afterwards, head inside, but don't blindly run down the 
hall. Every few seconds, one of the two pipes in the area will emit flammable 
gas, so you'll have to wait for it to stop before passing by it. Repeat with 
the second pipe, and shoot-dodge around the corner. Kill the mercenary 
standing by the door and pick up the Ingram ammo on the red crates to your 
left. The door being blocked by the flammable gas is the one you have to pass 
through to continue, and the wheel that will turn it off is behind the locked 
gate. Look through the window and shoot the sparking control panel to open 
the gate, and jump over the railing to enter. Turn off the gas and head 
through the door. 

As soon as it opens, a bunch of explosions go off and destroy most of 
platform in front of you. Shoot-dodge across the gap and walk along the wall 
counterclockwise until you reach a crate in the far left corner. Jump on top 
of it and drop down onto the platform below you. Press the button on the 
railing to extend the bridge, and then head across. As you run down to the 
main floor a mercenary will appear from the container on the left. Kill him 
and explore the container, where you'll find the M79 - a grenade launcher. 

The door in the corner that's blocked by a forklift is the one you need to 
pass through, so shoot the barrel on it with your Beretta to move it. Enter 
the door to complete the level.

003.22 - Chapter 2: A Tight Operation 

The room you're in contains a laser tripwire about waist-high, and a door on 
the other side to your right. Before dealing with the tripwire, point your 
crosshairs at the door and wait for a mercenary to appear, and kill him when 
he does. Now, either jump over the tripwire or back up and shoot the sensor 
from the corner. Pick up the shotgun, Desert Eagle, and Beretta ammo on the 
crate near the door, and collect the painkillers in the cabinet on the left. 

Enter the next area, which is two levels, and look to your right. There's a 
door on the second level where a couple of mercenaries come from. One runs 
around the catwalk to get a better vantage point, and the other drops down to 
come after you. Step back into the other room and wait for him to appear, 
killing him as he bursts through the door. Now, look up about forty-five 
degrees and head through the door; you'll see the second mercenary standing 
on the catwalk above you ready to throw a grenade, so kill him before he gets 
the chance or hide in the other room and wait for it to explode. 

The bottom half of the metal staircase leading up to the second floor has 
been destroyed, so use the crates behind it to climb onto the grate above the 
conveyor belt. Jump down to the platform on the right and pick up the Molotov 
in the green cabinet, and return to the conveyor belt. Dive onto what's left 
of the staircase and head up, but watch out for the mercenary who bursts 
through the door as you reach the top. Before continuing, though, run over to 
where the one mercenary with the grenade was and jump over the railing to the 
girders. Follow them into the far corner, where you'll find a painkiller, 
Colt Commando ammo, and Ingram rounds. As you begin to head back to the other 
side, a mercenary will appear from the door on the lower level, so kill him 
before he can knock you over the side. When he's dead, you can shoot-dodge 
from where the two girders intersect and land on the metal staircase instead 
of following the girder back to the catwalk. 

Head through the door on this level and look left. There are two mercenaries 
standing behind a locked gate, so kill them and enter the room on the right, 
which also contains a mercenary. Inside, collect all of the ammunition on the 
shelves (including ammo for your Colt Commando, Desert Eagle, shotgun, M79, 
and a grenade) and the two painkillers in the cabinet by the door. Now check 
out the control panel, specifically the screen displaying elevator D-6. As 
the cinematic plays out, you'll see another mercenary coming through the 
locked gate. When it ends, quickly spin around and kill him as he comes 
through the door. 

Now that the gate's unlocked, pass through and enter the next area, which is 
a large, two-level warehouse. If you look down you'll spot a pair of 
mercenaries walking around on the ground level. Use the high ground to your 
advantage and gun them down from where you're standing before heading down 
via the ramp in the corner. On the lower level, run over to the platform on 
the right and pick up the M79 and Colt ammo. Besides that, there's a lever 
that controls the crane in front of the panel along with a sign against the 
wall that reads, "Do not operate crane when doors are closed." Ignore the 
sign and switch the lever on; the crane will lift up a stack of metal sheets 
and slam it into the warehouse door, cracking it. 

From the platform, equip either your M79 or Colt Commando and begin shooting 
the black sections to create a space that you can pass through. There are two 
mercenaries on the other side who will open fire when they see you (which is 
why you're doing this from the platform at an angle), so either shoot-dodge 
inside or throw a grenade in first. When they're dead, leave the warehouse 
through the door on the left and kill the mercenary on the other side of the 
laser tripwires to your left. Destroy the sensor and collect the Colt ammo 
and painkiller on the crate, and then head through the door at the other end 
of the hall.

003.23 - Chapter 2: The Next Doorway 

In order to cross the area and avoid being burned up, you'll have to jump 
into the mine cart and wheel yourself across. But before you do, shoot the 
laser sensor to your right. Now hop in the cart (not when the furnace hatch 
on the right is open, of course) and push the button in front to begin 
rolling forward. Keep your crosshairs focused on the left wall, though, as 
there's one more sensor that needs to be destroyed. Afterwards, equip your 
Colt Commando and wait for the warehouse door at the other end to open. When 
it does, kill the two mercenaries inside and jump out of the cart - just be 
sure to jump off to the right to avoid being run over by the cart. 

As the cart continues rolling along the track, the warehouse door on the left 
will open and another cart - this one with burning metal in it - will crash 
into it, killing anything and anyone near it. After the door closes again, 
run over and open it again. As soon as you can make it under, dive into the 
room and kill the two mercenaries inside. Pick up the Colt Commando ammo, 
shotgun shells, and grenade on the shelf, as well as the two painkillers in 
the cabinet, and then switch the lever labeled "Emergency Shut Off Valve". 
When you do, all of the furnace hatches with flames spitting out of them in 
the previous room will close. 

Return to the area with the carts and head through the door on the left. Kill 
the mercenary hiding behind the tipped shelf and dive around the corner to 
take out the second mercenary waiting for you. Collect the Colt Commando ammo 
on the shelf against the wall (there's quite a bit of it) and leave the 
corridor through the door at the end. If you remember back to "Hidden 
Truths", this is the area with the two catwalks that led to rooms with dozens 
of laser tripwires. Now you're on the lower level, and there are two 
mercenaries ready to take you down - one on the catwalk on the left, and the 
other on the platform connecting the two sides of the area. Use the vertical 
girder for cover and take them out one at a time. 

Afterwards, jump onto the furnace on your right and use it to cross over to 
the other side. Open the warehouse door and kill the mercenary inside before 
he can throw a grenade at you, and then call the elevator up. Equip a 
powerful weapon (either the M79 or the Colt) and stand in front of the doors, 
obviously farther back if you're using the M79. When the doors open, fire 
inside and kill the group of mercenaries coming to attack you before they can 
even leave the elevator. This is a bit easier to do with the M79, naturally, 
since you don't have to worry about aiming. 

Enter the elevator and push the button to head down.

003.31 - Chapter 3: Final Revelation 

When the elevator reaches the end, you'll see a pair of Killer Suits arguing 
with a mercenary in the next room. Eventually the Suits kill him and set the 
self-destruct system to go off. When all of that's been done, they'll spot 
you standing in front of the elevator, so duck behind the crates and wait for 
them to appear in front of the glass door. The glass isn't bulletproof, so 
just strafe out and shoot through it. 

Enter the main room and head over to the door on the right labeled 
"Processing". As you turn the corner, you'll come face-to-face with three 
mercenaries. Kill them and pick up the painkiller that two of the three drop, 
and then continue through the door marked "Test Facilities". Enter the door 
on the right with the same name to finish the level. 

003.32 - Chapter 3: The Deep Six 

Follow the corridor to the right and pass through the already-open door 
marked "Test Subject Cells". The computer on the right with "Cell Access" on 
it will open the door for you, but you need the code first. 

Retrace your steps back to the beginning, but instead continue to the left 
through the door labeled "Laboratories". In an adjacent room you'll find a 
dead chemist who had been working on his computer at the time of his death. 
The screen presents you with the number 665, which conveniently happens to be 
the code for the cellblock. Run back and input the code to open the door. 
Find the door marked "Block B" and take the elevator down. 

Block-B is on your right after leaving the elevator, and you'll find a 
chemist in cell B-7 - the same chemist mentioned in a letter back in Hidden 
Truths who was caught stealing merchandise. Max convinces him to help him get 
through the decontamination chamber, so follow after him as he takes the 
elevator up to Block-A. As you leave Block-A, a couple of mercenaries will 
appear and open fire at you, so perform a shoot-dodge and kill them. 

Eventually you'll be back in the room with the dead chemist where you got the 
code 665. Enter the decontamination chamber on the left and the scientist 
will punch you through. When the process ends, so does the level.

003.33 - Chapter 3: Project Valhalla 

Run down the corridor and watch as the mercenaries gun down the scientist on 
the other side of the bulletproof glass. Head through the door and jump over 
the counter in the far corner (similar to the puzzle in Punchinello's 
restaurant) and enter the room labeled "Laboratories 2". Take the elevator 
down, and you'll stop at a room full of laser tripwires. Even if they'll all 
just a few inches off the ground, it's close to impossible to jump over them 
without making a mistake. Instead, throw a grenade inside to knock out the 
bulk of them. Afterwards, it's a bit easier to jump over the one or two that 
still remain. You'll want to make your way over to the right corner with a 
computer displaying a yellow logo. 

The following cinematic will tie most of the plot together, so be sure to pay 
attention to what's going on. It seems that Project Valhalla was designed to 
create a drug to increase the performance of soldiers, but it was cancelled 
due to unsatisfactory results. However, someone had been continuing to 
experiment with the drug unauthorized. So when some of the project data was 
leaked, everyone involved needed to be eliminated. The unlucky person who 
stumbled upon the data? A young woman named Michelle Payne. 

When the cinematic ends, make your way over to the far right corner and take 
the elevator labeled "Storage" up. At the next level, head through the door 
with the blue monitor next to it and enter the decontamination chamber. 

However, an explosion damages the computer involved in the decontaminating 
process, and the door won't open unless it finishes. And as all of this 
happens, the self-destruct timer begins counting down from thirty. Yikes! 

Look through the glass on your left and shoot the sensor against the wall. 
The resulting explosion will blast the door off, allowing you to escape. Now 
it's a race through the laboratories to reach the exit. Leave the room and 
enter the elevator marked "Surface Storage". As long as you're in this 
elevator going up to the surface before the timer reaches zero, the level 
will successfully end. However, the grate in the center of the elevator will 
collapse, and you'll fall through to your untimely death if you happen to be 
standing on it at the time. Obviously, the easiest way to avoid dying this 
way is by not standing on the grate as the elevator goes up to the surface. 

The chapter ends with Max running across the foundry yard as the building 
explodes around him.  

003.41 - Chapter 4: Backstabbing Bastard 

Objective: Kill B.B. and escape from the Choir Communications garage 

With Cold Steel destroyed, Max is left without any new leads. But while 
taking a break in a diner he receives a phone call from B.B., the guy who was 
working with Alex while Max was undercover. He also set up the meeting 
between Max and Alex at the Roscoe Street station earlier; and as Max thinks 
about it more, he realizes that B.B betrayed sold him out. 

At the Choir Communications garage, Max reveals B.B. for what he is. The 
corrupt cop then escapes in a car and leaves his goons to finish Max off. 

The highest level of the parking garage looks like this: 

                    |                       x x    |               
                    |                         x x  |               
  Level 6           |           ______       |     |               
                    |   x x    |      |      | Lvl |               
                    |          |      |      |  5  |               
                    |          |      |      |_____|               
                    |          |      |            |               
                    |          |______|            |               
                    |                              |               
                    |        Max                   |               

The first thing to do is find some cover, because a couple of B.B.'s thugs 
are coming to kill you from the other end of the garage. Run over to the wall 
directly in front of you and wait for them to appear from around the corner; 
they arrive a few seconds apart, which is plenty of time to gun one down and 
prepare for the other. 

Afterwards, head around the left side of the garage and look around the 
corner. You'll see two more thugs standing by the ramp leading down to the 
next level at the far end, so step out to lure them over. When they're both 
dead, run over to the ramp and repeat the same strategy. Four more thugs will 
be standing at the bottom of the ramp, but when they spot you they'll run up 
to find you. But luckily, they all line up and appear one at a time, so 
gunning them all down is almost too easy. 

Run down to level five and dive forward the rest of the way; a couple of 
thugs are standing at the bottom, so you'll want the extra few seconds to aim 
and kill them. 

                                          |        |               
                     _____________________|      PK|               
                    |                              |               
  Level 5           |                              |               
                    |                              |               
                    |                              |               
                    |           ________           |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |________|          |               
                    |                              |               
                    |                 x            |               
                    |                 x            |               
                    |                              |               
                    | x  x  ______________         |               
              ______|      |___        ___|        |               
             |                 |      |            |               
             |              <- |      |  <-        |               
             |_________________|      |____________|               

Once you're at the bottom, run over to the far corner to avoid the gunfire 
from the other thugs around the corner. And besides, there's quite a bit of 
Colt Commando ammo lying around - something you'll definitely want to pick 

As for the two goons around the corner, since they're on either side of the 
area and you have that annoying railing in your way, you'll have to take them 
out more carefully. First, back up until you can see the goon on the right. 
Kill him with your Colt, and then dive around the corner and kill his partner 
on the left. 

Collect any of the Colt ammo still lying around and enter the main area of 
the level five garage. About the time you reach the two corpses, the black 
van that shot at you before will appear and unload a few more rounds at you. 
Hide behind one of the pillars until the gunfire stops, and then wait there 
for the two thugs that appear from behind the van to reach you. Kill them, 
and then check out the far right corner for some painkillers in a cabinet. 
Afterwards, head down to level four via the garage door on the right and the 
level will end.

003.42 - Chapter 4: Alive And At Large 

There's a goon on your left around the corner who's about to step out and 
shoot at you, as well as a second thug coming up the ramp on the right. Pick 
one and kill him before the other decides to attack you. When they're both 
dead, step out onto the ramp and let the van shoot at you before speeding 
away. A passing car will explode and crash into the wall, and a pair of goons 
will jump out from the van. Only one will actually come up to meet you, so 
after you kill him you'll have to lure the other up with a gunshot or two. 

Now run down to level four and look around the corner. The area is set up 
similar to the previous one:

                                          |        |               
                     _____________________|        |               
                    |                 |   |        |               
  Level 4           |                 |   |        |               
                    |                 |___|        |               
                    |                          x   |               
                    |           ________           |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |________|  x       |               
                    |                              |               
                    |                              |               
                    |                              |               
                    |                              |               
                    | x  x  ______________         |               
                    |      |__         ___|        |               
                    |         |       |            |               
                    |      <- |       |  <-        |               
                    |_________|       |____________|               

There are two thugs right around the corner, but a shoot-dodge with your duel 
Ingrams equipped will get the job done without too much trouble. The other 
two thugs on this level are spread out on the right side of the area. When 
you walk out into the main area, the black van will pass by and head down to 
level three; around this time, the thug closest to you behind the room in the 
center will run over to where you are. Kill him, and then go around and find 
the other one.

With the area clear, head over to the ramp heading towards level three; in 
the left corner is a van with some Colt ammo and painkillers. As you pass 
under the garage door, dive forward. Two thugs are standing just around the 
corner, so you have to act quickly or there's a good chance they'll catch you 
with your guard down. 

Now run down to level three.

                    |  |         |  |              |               
                    |  |         |__| x            |               
                    |  |                           |               
  Level 3           |  |         x                 |               
                    |  |        ________           |               
                    |  |       |        |  x x x   |               
                    |  |       |   _____|          |               
                    |  |       |  |     |          |               
                    |  |       |  | x x |  x       |               
                    |  |       |__|_   _|          |               
                    |  |       |                   |               
                    |  |       |                   |               
                    |  |       |                   |               
                    |  |       |                   |               
                    |  | x  ___|__________         |               
                    |__|___|____          |        |               
                    |           |         |________|               
                    |      <-   |                                  

The entrance to the main area is blocked by a locked gate, and a thug is 
standing on the other side waiting for you. Strafe out from behind the wall 
and gun him down, and then destroy the lock with your baseball bat or pipe. 

A metal fence is preventing you from going to the right, but if you look 
through you'll see B.B. drive past in the black car. Since there's nowhere 
else to go, follow the fenced-in area around the far side until you reach the 
end. There are two thugs around the corner, and as soon as they die another 
three on the other side of the area will come after you. Stay back and let 
them come to you; not only do you have plenty of things to use for cover, but 
a goon with a grenade is standing behind the three thugs who attack you. 

When the five thugs are dead, peek around the corner and let the thug use up 
his grenade. Afterwards, he's just a regular thug like the ones that are 
already lying on the pavement. 

Follow the area around to the other side of the fence. Two more thugs are 
hiding in the small room in the middle, but they run out to attack you as you 
run over. In the room itself, you'll find plenty of Colt Commando ammo and 
M79 rounds, as well as a radio that leads to a short cinematic. Afterwards, 
head through the garage door that leads to level two to complete the level. 

003.43 - Chapter 4: The Name Of Your Enemy

At the top of the ramp is a thug who's standing just around the corner. Kill 
him and peek around to the bottom of the ramp; you'll see another thug 
standing at the end, so head down and kill him. 

                    |                              |               
                    | ________                     |               
                    ||________| ________           |               
  Level 2           |   x      |        | x        |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |        |          |               
                    |          |________|          |               
                    |                              |               
                    |  x   x        __             |               
                    |              |  |            |               
                    |              |  | x          |               
                    |       _______|__|___         |               
                    |      |__         ___| x      |               
                    |         |       |            |               
                    |      <- |       |  <-        |               
                    |_________|       |____________|               

There are two goons standing on either side of the area, but as the black van 
passes by them with its wheels on fire they go up in flames and die. The van 
will crash in the far corner, and a thug will climb out and run down to where 
you are. Besides him, there are two more thugs on the floor - two behind a 
parked car around the corner and another on the far right side. As you head 
over to the right side of the parking garage, two of them (one from each 
side) will come out and attack you. 

Take cover behind the pillars and peek out occasionally to take your shots; 
if they get too close, shoot-dodge out and take care of them. Just be careful 
to avoid going past the parked car, since the second thug waiting there will 
have an easy shot at you. Instead, go around the burning van and peek around 
the corner until he comes out from behind the car. When he's dead, head down 
to level one. 

                                            |      |               
                     _______________________|     C|               
                    |        |  ||  |              |               
                    |   B.B. |__||__|        x   x |               
  Level 1           |        _____________ x   ____|               
                    |=======|             |   |____|               
                    |   A   |             |__      |               
                    |       |_____________|  |     |               
                    |                  D  |__|     |               
                    |                      B       |               
                    |                              |               
                    |         __                   |               
                    |        |  |                  |               
                    |        |  |      x  x        |               
                    |        |  |                  |               
                    |        |  |                  |               
                    | x  x  _|__|_________         |               
                    |      |__            |        |               
                    |         |           |    ____|               
                    |      <- |           |___|____|               
                    |_________|           |________|               

The final level of the Choir Communications garage is set up a little 
different than the others are. There aren't any of B.B.'s minions hanging 
around the ramp, but there are two standing around the corner - nothing a 
shoot-dodge can't take care of. Afterwards, run over to the metal fence at 
the end (Point A); you'll see B.B.'s car crash as he attempts to leave. He 
still manages to escape from the wreck, though, and runs around to the other 
side of the area. 

A pair of B.B.'s goons will attack from the tollbooth in the corner, so hug 
the wall to avoid being caught in the gunfire. Not only does one of the guns 
have a grenade with him, but the other's also carrying a Jackhammer. It's 
tempting to use it right away, but you'll easily run through the ammo within 
one or two gunfights. 

Run over to Point B and swing the camera so that you can see around the 
parked car. You'll see three thugs coming around trying to catch you by 
surprise, so quickly shoot-dodge out with your Colt or Ingrams equipped. 

With the final three of B.B.'s personal goon squad dead, run over to the 
tollbooth and pick up the Ingram ammo inside. Now look down to the end of the 
parking garage where B.B. is. Step out and take a few shots at him, and 
eventually he runs over to where the metal fence is and stays out of sight. 
However, if you go over to sneak up on him, you'll find that he used the 
boxes on his side to hop over the fence. You can do the same and follow after 
him, but it's actually easier to stand where you are and wait for B.B. to run 
around and meet you. When he does, shoot-dodge out with your Jackhammer or 
Colt Commando and unload as many rounds as you can, as quickly as you can. 
B.B. is carrying grenades with him, which can cause you some trouble if 
you're dealing in close-quarters combat. 

When B.B. goes down, pick up the Colt Commando ammo by the parked cars and 
the four painkillers at Point C. Besides that, however, there's nothing else 
to do here, but if you try to leave past the tollbooth you'll find that 
there's no way around it. If you've been playing the game without the sound 
on, it might take you a while to figure out what you're supposed to do. Head 
over to Point D, where you'll find a ringing phone with your mysterious 
benefactor on the other line. He promises to give you "the name of your 
enemy" if you meet him and his associates at the Asgard Building. When the 
cinematic ends, so does the chapter.

003.51 - Chapter 5: In The Land Of The Blind 

Objective: Escape from the Asgard Building

When Max arrives at the Asgard Building, Alfred Woden introduces you to a 
group known as the Inner Circle, a sort of Illuminati that secretly pulls the 
strings in political matters. 

As promised, Woden gives you the name of person at the top of the ladder: 
Nicole Horne, the president of the Aesir Corporation. In a case of "the enemy 
of my enemy is my friend", Woden recruits Max to kill Horne for them. In 
exchange for his services, the Inner Circle will use their influence to have 
the criminal charges against Max, which have probably piled up quite a bit by 
now, dropped. 

However, as soon as Woden finishes his speech, Horne's army of Killer Suits 
burst into the room and murders the entire Inner Circle. Max manages to 
escape from the room and run into the cellar, but now he'll have to fight his 
way back out.

When you begin the level, run down the corridor and look around the corner. 
From where you're standing, shoot the sensor and wait for a mercenary to 
appear behind what used to be the sensor. Kill him, and then run to the 
opposite end of the corridor to pick up a painkiller. Afterwards, head 
through the doorway where the mercenary came from; the adjacent room is 
filled with pillars and shelves, which provides plenty of cover against the 
two mercenaries at the other end by the stairs. Peek out from behind a pillar 
and take them both out with your Colt, and then loot the room for spare Colt 
ammo and a grenade lying on a crate. 

Head upstairs and enter the hallway on the main floor. There's a sensor 
attached to the right wall that's moving around, so hug the wall until you're 
standing directly under the balcony. A mercenary is above you shooting 
straight down, but you're safe. Equip your grenades and toss one over the 
balcony to take out the sensor and the mercenary, and then continue down the 
corridor. Enter the door on the right and collect all of the shotgun ammo and 
painkillers; there's a security camera that shows the room where the corpses 
of the Inner Circle members are. Somehow, Woden survived the massacre, which 
is good news for Max as long as he keeps up his end of the bargain. 

After a few seconds of being in the room, you'll hear a couple of mercenaries 
outside talking. Eventually, one of them will say, "Cover me, I'm going in" 
before unlocking the door and attacking you. Keep in mind that this happens 
regardless of when or if you watch the cinematic, so don't stand around and 
get caught by surprise. When they're dead, run out into the hallway and kill 
the mercenary at the end of the hall; about halfway down on your left is the 
only unlocked door, so step into view and quickly kill the mercenary on the 
other side of the room. He's carrying Molotov cocktails, so you definitely 
don't want him alive any longer than he has to be. 

Pick up the spare Molotov cocktails and turn around; the elevator across from 
you will open and a second mercenary will run out. Gun him down as well, and 
then strafe over to the bottom of the stairway. About the same time you do, 
another mercenary will come down the stairs. Kill him and head up, but keep 
your guard up; there's another guy standing on the next set of stairs. 

As you reach the top of the stairs, the elevator door across from you will 
open, although there's no one actually in it. However, just stay where you 
are, because after a few seconds a mercenary hiding on top of the lift will 
drop a grenade down before jumping down himself. Kill him and pick up the 
painkiller he drops. Continue up the stairs to your right, but be ready to 
back up, because another mercenary at the top of the stairs will throw a 
grenade down. Take him out as well, and head through the door on your left at 
the top of the stairs to complete the level.

003.52 - Chapter 5: Providing A Service 

First, look to your right and collect the painkillers in the cabinet. Now 
head to the left side of the office; there's a laser tripwire about a foot 
off of the ground, with the sensor out of sight against the cubicle. You can 
either play it safe by throwing a grenade to destroy the sensor, or simply 
jump over the laser itself. Regardless of how you do it, after you cross the 
sensor the cubicle wall at the end of the row will tip over and a mercenary 
will shoot at you. Kill him, and then continue down the row of cubicles. A 
second mercenary will jump out from the last cubicle, and there's a radio 
with a news report on top of the filing cabinet. 

If you turn around and face away from the radio, you'll see another sensor 
just around the corner on your left. Shoot it out and explore the area; 
you'll find M79 rounds in the last cubicle. Backtrack to where the rows 
intersect and continue down and around the corner, jumping over the final 
sensor or destroying it with a grenade like before. 

Head through the door on the left and enter the hallway. Two mercenaries are 
waiting around at the end, and eventually they'll venture forward about 
halfway. If you want, toss a Molotov Cocktail down the hall and watch them go 
up in flames; or, if you want to stick to the basics, a shoot-dodge will work 
just as well. When they're dead, go down the hall and enter the last room on 
the left. You'll find just what Nicole Horne had been using to blackmail the 
Inner Circle into silence with, Candy Dawn's sex tapes starring our friend 
Alfred Woden, as well as the blueprints for the Aesir Corporation's 
headquarters. As Max puts it, "The high-rise was sealed as tight as a sci-fi 

Follow Woden's office to the end and head through the door in the next room 
to complete the level.

003.53 - Chapter 5: A Sci-Fi Fortress 

You begin the level on a balcony, with a mercenary on the opposite side. A 
few seconds after you take control, he runs out and heads around to meet you. 
Strafe left and shoot-dodge around the corner, unloading a few rounds into 
him in the process, and continue through the door on your left. Run down the 
stairs and kill the mercenary at the bottom of the first set; there are some 
laser tripwires at the end of the next set, so destroy the sensor and follow 
the stairs the rest of the way down. 

At the bottom of the stairs, you're presented with an option: to your right 
is an unlocked door, and to your left is another set of stairs. The stairs 
will take you deeper into the level, but head through the door first. There's 
a mercenary directly in front of the doorway and a second mercenary on the 
level below you with an M79. Kill the guy on your level, but then crouch down 
in the corner and let the mercenary on the lower level shoot at you. He only 
has a couple of M79 rounds, and after he wastes them shooting at the ceiling 
he switches to a Colt Commando. If he didn't kill himself from one of the 
blasts, equip your Colt and exchange fire with him before leaving the room 
and heading down the stairs. As a side-note, there's some spare shotgun ammo 
on this level in the far corner. 

At the end of this stairway are two doors. The one on the right takes you to 
the area with the dead mercenary with the M79. Pick up the ammo he dropped, 
and then continue through the other door and down the first few steps of the 
stairway. You'll overhear a couple of mercenaries discussing the best movie 
endings ever, and while it's tempting to listen to the entire conversation, 
you're better off catching them by surprise. Strafe out and gun them all down 
with your Colt, and then jump over the laser tripwire. Any of the surviving 
mercenaries will be at the bottom of the stairs waiting for you to come down, 
so be sure to be facing the correct direction and have your Colt or Ingrams 

Pick up the grenade on the crates in the corner and head through the door. A 
Killer Suit is hiding behind some crates, but he jumps out as soon as you 
pass through the doorway. Kill him and jump over the laser tripwire (or you 
can shoot it through the gap between the crate and the wall); there's another 
set of lasers just around the corner, so throw a grenade around and take 
cover. When it explodes, follow the corridor to the end and enter the door on 
the left.

003.61 - Chapter 6: Byzantine Power Game 

You begin the chapter in an archives room, with a sensor against the one on 
your left. Shoot it, and all of the filing cabinets will topple over in a 
Domino effect. However, this also causes the two guys standing next to the 
cabinets to attack, so quickly strafe to the left and shoot-dodge out into 
the opening. Go over and collect their shotguns, as you do, another mercenary 
will run across the front where you started, so be ready to gun him down. A 
pair of mercenaries will appear on the balcony opposite you, but as long as 
you stay close to the row of cabinets they won't be able to hit you. Using 
them for cover, slowly back away and over to where you can attack them and 
take them out. Now head back to the front and jump on the first cabinet. Run 
along the tipped row and jump over the railing at the end.  

Follow the balcony around until you're on the side where the two dead 
mercenaries are. A third one will appear at the doorway at the end, but other 
than that you won't be attacked, and the first dead mercenary dropped a 

The doorway at the end leads to a set of stairs with a single mercenary at 
the top with a grenade. Strafe out and kill him, or take cover and avoid the 
grenade if you aren't quick enough. Continue up the stairs and follow the 
hall past the stairs to find a cabinet filled with painkillers. Now head up 
the second set of stairs and enter the library on the right. There are three 
or four mercenaries in the area, but what you really have to worry about are 
the laser tripwires everywhere. Kill the mercenaries without setting any of 
the sensors off - the small shelves scattered around the room make for great 
cover - and then go around destroying the sensors. One tripwire is blocking 
the stairs leading up, and if you destroy it you'll also blow apart the lower 
half of the stairs. 

However, another one of the laser tripwires will also destroy a large pillar, 
tipping it over and sending it crashing into the opposite wall. Climb up and 
jump from the end of the pillar and onto the balcony on the other side. Enter 
the door at the end to finish the level.

003.62 - Chapter 6: Nothing To Lose 

Start to run down the hall towards the door at the end, but stop and shoot-
dodge forward when the two mercenaries appear from the door on the left. One 
of them drops a painkiller, and if you follow the corridor they came from 
down you'll find a second one behind the last planter on the left. 

Return to the main hallway and continue through the only other door, which 
leads to an empty conference room. Head through the door on your right, and 
then an immediate left through the other door. Kill the two mercenaries 
standing right in front of you with a shoot-dodge, and then run around to the 
other side of the area and gun down the third mercenary, who's packing a 
sniper rifle. After his slow-motion death, a Killer Suit appears from the 
door behind you, so kill him and continue through that door. 

Run down the stairs, but watch out for the two mercenaries who break through 
the glass ceiling and rappel down in front of you. They do take shots at you 
before they reach the ground, so make sure to take them out before they get 
the chance. 

At the bottom of the stairs, you'll see the next stairway down to your left, 
except there's a metal gate blocking it. Instead, enter the corridor in front 
of you and cross the balcony overlooking the main entrance. Kill the 
mercenary on the balcony across from you, and then follow the path around 
until you end up in the circular area where the now-deceased mercenary is. 
Pick up the painkiller he dropped, and then continue through the door and 
down the stairs. 

003.63 - Chapter 6: Clean Up Duty 

Enter the door on the right and kill the two Killer Suits standing around 
talking to each other. Dive into the room and take them out; there's a door 
in the far left corner that leads to the main lobby. As you pass through the 
door, a cinematic will play, showing a group of Killer Suits entering. 

There are five enemies that attack you here, but only three arrive in the 
first wave. And luckily, there's mainly on the right side of the room, as 
opposed to being spread out. Use the pillars around the outer ring for cover 
and make your way to the far left side so you can see around the fallen 
pillar in the center. A Killer Suit with a Jackhammer will come running at 
you, so swing the camera around and wait for him. Take him out, and then peek 
out from around the pillar and kill one of the mercenaries on the other side 
of the area. When he's dead, his partner will appear from behind the fallen 
pillar and coming running towards you. He has a pump-action shotgun, but by 
now he shouldn't be a problem. 

When he's dead, two more mercenaries enter the lobby from the main entrance. 
As long as you aren't taken by surprise, they're easy enough to take down. 
Afterwards, collect all of the weapons scattered around and leave through the 
main doors. 

003.71 - Chapter 7: An Eye For An Eye

Objective: Find and eliminate Nicole Horne 

This is it, there's nothing stopping you now. Nicole Horne is the woman 
responsible for murdering Max's wife and child, and now she's going to pay 
for it. Standing in your way is Horne's personal army, equipped with enough 
firepower to start a war, and a highly advanced security system - both of 
which need to be taken care of before being able to confront Horne. The 
former is simple enough, but you'll also have to find the security mainframe 
room and override the security locks, allowing you to take the elevators up 
to Horne's office on the top floor. 

The building that these final chapters take place in, Aesir Plaza, should 
look familiar to you - it's the same one from the opening cinematic. When you 
finally take control, run through the metal detectors, which sets off the 
alarms, and head straight until you reach the end where it turns to the left. 
Right around the time you're reaching that spot, three of Horne's guards will 
appear from around the corner and begin shooting at you with Ingrams. Shoot-
dodge with your Colt Commando equipped and take them out.  

Now comes the frustrating part. If you spin the camera around and look down 
the corridor, you'll see a couple of guards on balconies at the end. Not only 
are they out of range for any weapon besides your sniper rifle, but they all 
have M79s. This means that you have to kill them extremely quickly, because 
one hit will kill you and they don't have to worry about aiming their shots. 

This puts you at a severe disadvantage, and no matter how good you are 
there's still a chance of being killed. The best way I've found to kill them 
and remain in one piece is to equip your sniper rifle and zoom in with your 
scope before strafing into the corridor. With that done, activate bullet time 
and step out into the corridor, looking up so you won't have to search for 
where they are. With bullet time, you'll have a few extra seconds to aim, but 
you want to do this as quickly as possibly. And besides, the sniper rifle is 
a one-shot-one-kill weapon regardless of where you make contact, so just 
worry about hitting them. You can probably kill two of them, but trying for 
all three is pushing it; a much better idea would be to dive back out of 
sight after taking two of them out. Afterwards, killing the third and final 
guard is pretty easy, with or without any bullet time left. 

With the three guards dead, run down the corridor. At the end, a pair of 
Killer Suits will walk in from the right. If you don't have any bullet time 
left (or just want to replenish it), hide behind the pillar and let them come 
to you. Pick up the painkiller that one of them drops, and then head through 
the door where they came from. Stand at the bottom of the stairs and look up; 
there's a laser tripwire about halfway up. Destroy it, and then continue up. 
Another set of sensors are planted against the wall between the two 
staircases, so you'll have to throw a grenade up to get rid of them. 

Now run up to the top of the first set of stairs and hide behind the pillar 
where the sensors were. There are two guards at the top of the second 
stairway - one actually in front of the stairs and another at the balcony 
overlooking the first set of stairs on the right. Take turns stepping out in 
one direction, shooting at one of the two, and then destroy the third laser 
tripwire halfway up the second set of stairs. Head up to the top and run 
forward, shoot-dodging to kill the two guards on either side of the area; 
just keep in mind that the one on the right has a grenade. When they're dead, 
explore the far right area where the one guard was standing and find the 
cabinet of painkillers at the end of the balcony. 

After that much-needed break from being shot at, return to the main area and 
kill the guard on the catwalk overlooking the stairs. Run over to where his 
body is and continue through the door. This area is where two of the three 
M79-equipped guards in the beginning were, with another guard carrying a 
grenade on the left. Pick up the M79 ammo, and then return to the stairways. 
Head up, destroying the sensor as you go, and take out the Killer Suit who 
runs out from the room on the right. The third M79 left over from the 
beginning is in that room, and the level will end by passing through the 
doorway on the left.

003.72 - Chapter 7: Stone-Cold Dead 

The corridor in front of you is filled with moving laser tripwires, which 
can't be destroyed. Instead, you have jump over or run under them. It looks 
complicated, particularly when there are two lasers moving in different 
patterns, but as long as you take your time it's actually pretty simple. 

First Set: The first set is straightforward; when the laser is near the 
ground, jump over it. 

Second Set: Now there are two lasers, and you'll have to wait a moment until 
you can pass them. Eventually, one laser will hang at the top for an extra 
second, allowing the other to catch up to it. Now that they're synchronized, 
jump over them when they're at the bottom. 

Third Set: This is the easier of the sets - just wait for it to move up to 
the ceiling and then run under it. However, when you do, make sure your Colt 
Commando is equipped, and immediately begin firing down towards the end of 
the corridor. When you're in between the third and fourth set of lasers, a 
guard will appear at the end and begin shooting at you. There isn't much room 
to move, and one wrong step will set off an explosion. But if you begin 
shooting before he comes into view, he'll walk directly into your line of 
fire and won't have time to get off a shot. 

Fourth Set: Same as the second set. 

Fifth Set: Same as the third set, minus the guard. 

Sixth Set: Same as the first set. 

At the end, look around the corner; you'll see a guard standing around, 
waiting for you to step out into the open. Dive out and kill him, but be 
ready for his partner to come out from behind the wall. When they're both 
dead, run over to the far right corner and find the cabinet full of 
painkillers at the end of the balcony. If you can, don't use them just yet. 

Return to the main area, but hide behind the right corner and lure the two 
new guards over to you; a shoot-dodge with your Ingrams or Colt will take 
them out without too much of a problem. Afterwards, walk over to the 
elevators and open the only available one (it's the only one with the green 

Mona happens to be in the elevator, and in the cinematic that follows you 
learn that she's been working for Horne, killing her enemies and cutting her 
ties to the mafia. But when Horne chimes in over the loudspeaker and orders 
Mona to kill Max, she betrays her boss and refuses. 

While the cinematic is taking place, though, a group of Killer Suits appears 
behind you and open fire. Mona pushes Max out of the way, and she ends up 
being shot instead. 

When you retake control, the three Killer Suits are standing behind the wall 
where the laser tripwires were. Quickly run around to meet them, and take 
them all out with a shoot-dodge. Now head back to the painkillers and heal 
yourself, because you refrained from using them before, you can go into the 
next part of the level with full health. 

Head back to the elevators and reopen the one Mona was in. Oddly enough, her 
body isn't there, less than subtly hinting that she probably isn't dead. 

The cinematic will pan out, showing the laser tripwires above you in the 
elevator shaft. You can either take the elevator up and shoot them as they 
come, or equip your sniper rifle and destroy from the bottom. Obviously, the 
latter is much safer; just remember to break the glass before shooting. There 
are five sensors in all, and you can probably take out four of them without a 
problem. The fifth might be too far away to hit, even with bullet time, so 
you may have to take your chances and try the first strategy mentioned. By 
all means, try to destroy it from the bottom, but make sure you have at least 
two sniper rifle rounds left in the end. 

When the elevator stops at the top, the doors will open and you'll see a pair 
of Killer Suits walking away from you. Dive out and kill them, and aim the 
shoot-dodge so that you wind up under the balcony when it finishes. There's 
another Killer Suit above you, so toss a grenade up to him and take him out. 

The elevators under the balcony are all locked, but there's an open door on 
the other side of the area that leads to the Control Room. Take out the 
Killer Suit inside, and then pick up the painkillers in the cabinet against 
the wall. Check out the control panel on the right labeled "Elevator Access" 
and press the action button twice (once to open the case, and then again to 
actually push the button). The blinds will open, revealing a new group of 
enemies in the main room (two Killer Suits and a mercenary). Dive out from 
the room and kill them, and then head over to the elevators under the 
balcony. One of them has been unlocked, so enter it to complete the level.

003.73 - Chapter 7: Take Your Pick 

As the elevator takes you down, Horne's private attack helicopter will appear 
and proceed to unload round after round at you. Hide in the left corner and 
wait for the elevator to stop; when it does, you'll find that the doors 
remain closed. Luckily, the chopper will destroy one of the glass walls (the 
left side), allowing you to the escape from the elevator to the adjacent 
elevator's roof. Quickly shoot the glass out and drop down to safety. Now 
take this elevator down to the mainframe room. 

When the elevator doors open, you'll hear a pair of Killer Suits talking 
about bullet time. Strafe out and kill them both, and then duck back into the 
elevator. A mercenary will come out from the right, so wait for him to appear 
in front of the elevator and kill him as well. 

Leave the elevator and look around the wall; there are two mercenaries on the 
catwalk and staircase in the back, and a Killer Suit behind a control panel 
just in front of them. Use the mainframes in the middle of the room (they're 
the four tall objects set up in a circle) for cover, and peek out to kill the 
two mercenaries on the catwalk. When they're dead, dive out and kill the 
Killer Suit. 

Now go back and check out the mainframes. To disable the security, you have 
to shoot the glass parts in the middle of each one. After two of them have 
been destroyed, a couple of guards will run out from the right, so kill them 
before finishing with the mainframes. When all four have been destroyed, Max 
will say, "All of Horne's locks were now off-line. All bets were off. The 
elevator would take me all the way up." 

The elevator at the end (where the first two Killer Suits were standing) is 
now open, but there's a guard inside. Kill him and pick up the painkiller he 
drops before taking the elevator up. It's a fairly long ride to the top, so 
take the time to admire the view of the city. Don't worry, there aren't any 
helicopters to ruin the moment this time. 

At the top, you'll be in a room divided in half by those metal blinds. As you 
pass through to the other side, two guards and a Killer Suit will run down 
the stairs to meet you. Wait for them to come down, and then take them out. 
Head up the stairs and stand on the right side; there are three guards on the 
other side, but they split up and attack you from both ends. The first two 
will come at you from the right, which is why you're standing on that side, 
so unload a few dozen rounds at them as they come through the doorway. Now 
wait for the third guard to run around from the other side, and then kill him 
as well. 

Pass through to the other side, which is Horne's office. Check out her 
personal computer, which Max destroys in a cinematic, and then enter the now-
unlocked door on the left.

003.81 - Chapter 8: A Warrior's Heaven 

You finally come face-to-face with Horne, but she's standing on the opposite 
side of bulletproof glass with four Killer Suits protecting her. She escapes 
to another room, ordering them to take you down as she leaves. 

A Killer Suit opens half of the glass door and almost immediately two of them 
run over to your side. Kill them, but always stay behind the other half of 
bulletproof glass. When they're dead, the other two come after you one at a 
time, so kill them as well. 

Afterwards, the metal blinds open to reveal the attack helicopter. Horne will 
mock you over the loudspeaker as the chopper prepares to open fire. Before it 
does, run behind the sculpture to your right and crouch down behind it. The 
helicopter will fire hundreds of rounds in every corner of the room, but 
you're safe behind the sculpture. When it finally finishes and flies away, 
Horne will come back on over the loudspeaker to taunt you some more. Around 
the time she says, "accept your fate", the door she ran through will open and 
a pair of Killer Suits will attack you. Kill them and pick up the painkiller 
one of them drops before continuing into Horne's private study. 

The door in this room is locked, naturally, so the only path you can take is 
outside onto the balcony. Jump onto the railing and drop down onto the narrow 
scaffold on the other side. Run to the other side, but be careful not to fall 
off - it's a long way down. To make matters worse, the chopper reappears and 
begins shooting again; all you can do is ignore it and continue to the end. 
Jump back over the railing and into the corner room. Enter the door to 
complete the level. 

003.82 - Chapter 8: A One-Way Demon Ride 

Stand at the bottom of the stairs and keep your crosshairs pointed up. A few 
seconds after the level begins, a Killer Suit will run down and attack. Kill 
him and head up to the top, where a couple of Killer Suits have set up a 
barricade to hide behind. Use the wall on the right for cover against gunfire 
and the grenade they throw, and step out to return fire when they stop to 

When they're both dead, enter the main area. Two more Killer Suits will come 
out from the elevator, so shoot-dodge forward and take them out. Pick up the 
painkiller that one of them drops and quickly turn around, because a third 
Suit will open the door on the left and attack. Afterwards, look into the 
room he came from; you'll see three more Killer Suits at the other end. When 
they spot you, they'll all run out from their hiding places to attack. You 
can either back away and gun them down as they appear in the doorway or fire 
an M79 round at the back before they even move. 

Enter the room and head over to the door on the left. There are two Killer 
Suits crouching in the left corner, so strafe into the room and take them 
out. Head through the door in this room, which leads to another lounge 
similar to the one in the beginning. Two Killer Suits appear one after the 
other, one from the door on the right and the other from behind the elevator 
on the other side. Kill them and run up the stairs to Horne's presidential 

                               |     ___     |                      
                               |    |___|    |                      
                               |  _       _  |                      
                               |x| |     | | |                      
                               |x|_|     |_| |                      
                               |  _       _ x|                      
                               | | |     | | |                      
                               | |_|     |_| |                      
                               |  _       _  |                      
                               | | |     | | |                      
            ___________________| |_|     |_| |                      
                   Max                       |                      
            ________          A|x            |                      

As you run up the stairs, take out the Killer Suit hiding behind the wall 
that juts out at Point A. Pick up the painkiller he drops and hide there, 
looking into the room diagonally. You'll see the two Suits in the far left 
corner running down along the wall to attack you, so unload a few rounds from 
your Colt and let them walk into the stream of bullets. 

That just leaves the last Killer Suit on the right. With his comrades dead, 
he'll appear from behind one of the pillars and come to attack you. Move out 
a little into the room and hide behind one yourself, diving out and killing 
him when he's standing in the open. 

Go down to the end of the area and check out the desk. There's a small button 
in the left corner that opens a secret panel against the left wall, which 
leads up to the roof. Head inside to complete the level.

003.83 - Chapter 8: Pain And Suffering 

You'll see Nicole Horne at the top of the stairs in front of you, so run up 
after her. She'll throw a grenade down and begin shooting at you with a 
pistol, but as long as you keep moving they'll all miss. Horne's also 
invulnerable, so don't bother shooting back. 

At the top, a short cinematic will play that shows Horne escaping to the 
other side of the roof where the helipad is, locking the gate behind her. She 
stands by the helipad as the attack helicopter attempts to land, but it's 
delayed because of the strong winds. 

There's also one very important thing happening during this cinematic. You'll 
see the two support cables for the weather mast on the other side of the roof 
snap off. After a bit of exploring, you'll find that there's no way to get 
across to the other side. Instead, you have to shoot the two cables on your 
side and knock the mast onto the helicopter. 

                        /\                           /\C            
                        \ \                         / /             
                         \ \_______________________/ /              
                          |                         |               
                          |                         |               
                          |                         |               
                __________|        |  __     |    |                 
               |   ___    |        | |  |    | D  |                 
               |  /   \   |        | |__|    |    |                 
               |  \___/   |        |         |    |                 
               |__________|        |_________|    |                 
                          |        |       | |    |                 
                          |        |      A|_|    |                 
                          | _______|_____________ |                 
                         / /                     \ \                
                        / /                       \ \B              
                        \/                         \/               

If you have ammo for your sniper rifle left, stand by the stairs at Point A 
with your rifle equipped and shoot the cable directly in front of you at 
Point B. Afterwards, the helicopter will land and Horne will get in. But 
again the weather tips the scales in your favor: the helicopter can't take 
off until the winds die down. This gives you about a minute to destroy the 
other cable and topple the mast. 

However, four Killer Suits come up to the roof at Point D and run around to 
attack you. Normally this wouldn't be a problem, but one of them is carrying 
an M79. Crouch down by the stairs with your Colt Commando equipped and wait 
for them to appear, shooting them as they do. After the first Suit appears, 
just keep firing - you don't want the guy with the M79 to have the time to 
get a shot off. 

If you don't have any sniper rifle ammo on you, jump onto the platform at 
Point B where the cable is and shoot it at point blank range. But afterwards, 
you'll have to immediately switch to your M79 and launch a grenade at Point D 
where the four Killer Suits are coming from. If you're too slow, the one Suit 
will fire his own grenade and kill you. Afterwards, go over and collect their 
ammo; you'll find that one of them was carrying a sniper rifle, giving you 
five rounds to take out the last cable. 

Either way, now you have sniper rifle ammo and one more cable to take of. 
Jump onto the platform where the first cable was and look towards Point C, 
you'll just be able to see the very end of the platform with the fourth 
cable. Equip your sniper rifle, zoom in directly on the platform, and shoot 
it (remember to crouch and use bullet time if you have to). 

When all four cables are gone, equip your Colt Commando or Ingrams and unload 
them at the mast. The added force of the bullets will cause it to break at 
the base and tip over - directly on top of Horne's helicopter as it takes 

Now sit back and enjoy the ending cinematic. You certainly earned it. 

003.84 - Chapter 8: The Last Challenge

Objective: Eliminate all of the Killer Suits 

If you're playing on the Dead on Arrival difficulty, you'll be able to play 
this bonus level after the final credits finish. The Last Challenge places 
you in a relatively small room with twenty Killer Suits, all equipped with 
Jackhammers. And just to make it interesting, the entire level takes place in 
bullet time. 

Before going into an actual walkthrough for this level, I think a better idea 
would be to outline some of the main strategies that you'll have to use to 
stay alive. 

- Avoid switching weapons or reloading as much as you can. Obviously, you're 
going to either run out of ammo for a weapon or have to reload eventually, 
but when that happens you want to be somewhere where you won't be shot at. 
Even the three seconds in real-time that it takes to reload is enough time 
for a swarm of Killer Suits to gang up on you. 

- Similarly, try to reload your weapons so that you don't have an extra one 
or two rounds stored up after your current clip runs out. It takes too much 
time to manually switch weapons, so the idea is that when you run out of ammo 
for one, you can just drop it and automatically switch to another. 

- No shoot-dodging. At all. This is important, and if you try it you'll 
quickly find out why. With the Killer Suits being divided into two groups and 
the fact that there's so many of them, it's impossible to kill enough of them 
during a shoot-dodge. What ends up happening is that you'll kill a few, and 
then the rest gun you down as you're trying to get up. 

- Find something to hide behind and stay behind it. Not only is this common 
sense, but it's a strategy you've probably used throughout the game, but it's 
worth repeating. 

- Watch your back. I can't imagine how many times I was holed up somewhere, 
only to have a group of Suits run around to the other side and catch me by 
surprise. If you can spot them early on, you'll have enough time to react and 
adjust to avoid being surrounded, so every once in a while when there's a 
break in the action, take the time to check behind and around you.

- Don't try to conserve your painkillers. If you get shot, immediately use 
three or four of them to heal yourself. And this is coming from someone who 
almost never uses painkillers unless there are spare ones to replace them.

- The Colt Commando is your ace-in-the-hole. By far, it's the best weapon you 
have, but unfortunately you only have one clip of it. Use your Jackhammer 
first and save the Colt for a time when you really need it. 

- In my opinion, the key to completing the Last Challenge is effectively 
using the M79. Get it early on, and make sure you take out a very large 
portion of the Killer Suits when you use it. 

With that in mind, here's how to go about the level: 

The first thing to do is collect all of the ammo and painkillers in the small 
inlet where you begin. You'll have seven painkillers, a Colt Commando with 
one clip, a Jackhammer with about two clips, an Ingram with about one clip, a 
pump-action shotgun with about a dozen shells, and two Molotov Cocktails. 

Now run out into the main area, and everything will automatically slow down 
into bullet time. Run out into the middle of the room and enter the area 
encased in glass, where you'll find the M79. Pick it up, but switch back to 
your Jackhammer. Leave the glass area through the doorway on the left 
(assuming you're facing away from where you began) and backpedal to the 
mainframes, shooting at any Killer Suits that come out from behind the wall 
on that side. 

Once you're safely behind the mainframes, stand by the one on the far left 
and peek out to see what's going on. The group of Killer Suits on the left 
will be running straight down towards you, while the second group will split 
up - half going down along the opposite side, the other half passing through 
the glass area and joining the first group. When you see a particularly large 
group of Killer Suits on the left side, equip the M79 and use it. If 
everything goes well, you should take out a very large group of the Killer 
Suits, which makes things much easier from here on. 

Switch back to the Jackhammer and hide behind the mainframes again. Step out 
every few seconds to shoot at some of the remaining Killer Suits on the left 
side, but keep an eye on what's happening on the right. When you run out of 
ammo for the Jackhammer (or if you see the group of enemies on the right 
closing in on you), switch to the Colt Commando and run out to the left, 
killing as many Suits as you can and picking up extra Jackhammer ammo. 

When the Colt runs dry, switch back to the Jackhammer and make your way back 
to the mainframes. All of the Killer Suits on the left should be dead, so use 
the mainframes to play hide-and-seek with the remaining ones coming from the 
other side. 

With all of the Killer Suits dead, the game will return to normal time and 
the message will appear, congratulating you. Behind the wall where the Killer 
Suits came from is a room that was previously closed off, which contains 
photos of the developers and various locations from the game. 

With patience, practice, and just a little bit of luck, you'll be able to 
complete the Last Challenge and truly conquer Max Payne. 

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