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This page is a full text walkthrough for the 2003 third-person shooter Max Payne 2: The Fall of Max Payne. This walkthrough provides the tips and tricks you need to survive all of the punishing chapters in this game. At the end of the walkthrough are links to other walkthroughs, faqs and videos. Use the table of contents to jump to a specific section.
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Max Payne 2 Walkthrough Introduction
This walkthrough is designed to help anyone work through all three parts of Max Payne 2: The Fall of Max Payne. There are tons of weapons and even more ways to use the bullet time to win. All of the levels will be described along with strategies that work on the "Dead on Arrival" difficulty. -
Health
- Health in Max Payne 2 is fairly simple.
- You can tell your character's health by the amount of red that fills their figure on the bottom left side of the screen.
- If it gets above the neck, the damage will heal itself back to the shoulder level.
- Otherwise, you have to pop a bottle of painkillers to heal about 20% of your damage.
- Painkillers are generally in semi-logical places.
- Tip: Open cabinets and check medicine boxes for painkillers. They can have large stashes.
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Slowing Time
- Bullet time has received a complete revamp in this sequel.
- Your available bullet time amount is shown by how full the hourglass next to your health is.
- Shootdodge does not drain this at all. Use it to pick off men around corners with ease.
- Press the Right Mouse Button to slow time.
- You can move a bit faster than the other people and you tend to speed up if you kill more enemies while in bullet time.
- Note: The biggest change is that Max can now quickly reload in bullet time. If he needs to reload, he'll do a spinning flourish and the gun will be reloaded.
- Killing enemies or just waiting causes the hourglass to refill.
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Weapons
- Melee
- All guns have melee mode chosen as the secondary attack.
- Press the F key to swing the weapon and bash somebody.
- It is a useful option if you run right into someone, since it is hard to aim some weapons at point blank range.
- It can also knock someone down, which is usually helpful.
- Molotov Cocktail
- This is just a good fire in a bottle.
- It's a secondary weapon now, so you can at least throw it along side suppression fire.
- The fire itself isn't actually that damaging. Most enemies can't survive it unless they are at the epicenter.
- The main benefit is that setting an enemy on fire changes their priorities. They are more interested in putting themselves out than shooting you.
- These are only really useful when ambush enemies though. Throwing a Molotov into a van can wipe out a group as they leave the omnipresent vans.
- Grenades
- These aren't incredibly useful. The blast radius is just too small and the enemies are usually smart enough to get away.
- Why wait 4 seconds for an explosion when you can just put a few rounds into them.
- You also have to worry that the physics engine will hiccup and have that grenade bounce back off that little rail.
- Desert Eagle
- This gun has really been improved from the first one with some minor changes.
- Two shots to the body for any enemy will usually take them out.
- It is also incredibly accurate.
- I used this for a significant portion of the beginning game until I got the better weapons.
- Dual Desert Eagles
- You are allowed to use dual Desert Eagles in this one, so take advantage of them.
- Two hits with Desert Eagles kill most enemies, so dual-wielding is obviously a good thing.
- Just use one if you want accuracy though.
- 9mm
- They apparently lost the right to use the name Beretta so it's just the 9mm now.
- It's a decent gun and works well.
- It has a good rate of fire and a larger clip than the Desert Eagle.
- I doubt you'll use it much though, since the shotgun and the Desert Eagle are usually better.
- Dual 9mm
- Two is better than one usually.
- You can lay down a lot of fire quickly with just a bit of a loss in accuracy.
- It's your call.
- Pump-Action Shotgun
- This is a much better gun that it was before.
- The rate of fire is still a little slow, but it's still workable in bullet time.
- A spray to the upper torso is usually good enough for a kill. It's particularly deadly against a small group.
- It basically becomes useless at the end of the game though, since all of your enemies wear body armor.
- Sawed-Off Shotgun
- This is powerful but ultimately unnecessary.
- It has a fast rate of fire but only two shots. The good news is that Max can reload it in a half-second flourish in bullet time.
- The spray just seems to be too spread out for effective shooting though.
- It is also just absent from much of the later game. You just won't find a sawed-off shotgun to use.
- Striker
- This seems to be a useless weapon in my opinion.
- It's a nice automatic shotgun with a wide spread. The problem is that most of the one's in the mid-game are hidden and they're worthless anyway.
- Shotguns don't work on body armor. They are only effective for blasts across the face and neck.
- If you can reliably get shots across the face and neck, then why aren't you just shooting them in the head with the Kalashnikov?
- MP5
- I personally think that this is the best weapon in the game.
- It can fire a steady stream of bullet in an accurate series. Headshots are very easy to score with this.
- It also has a scope for mid-range fire.
- You also have plenty of ammo for the MP5 in most circumstances, so it's a good weapon that's appropriate for most battles.
- The only downside is that it has less penetration than the assault rifles. So body armor blocks a lot of your shots in the later levels.
- Ingram
- This is just a spray and pray weapon that loses its usefulness in most situations.
- It obviously has some uses since it can obliterate any group of enemies. It just seems to be overkill to the accurate shooter.
- Dual Ingrams
- The Ingram is already inaccurate so you might as well dual-wield to kill the bad guys quicker.
- The only real downside is that you can burn through half your ammo in a single fight if you aren't careful about it.
- Kalashnikov
- This is the good old AK-47.
- It's a standard assault rifle and it will probably see a lot of use from Max Payne.
- There's plenty of ammo and it has decent penetration through body armor, although you should still aim around it.
- There isn't much else to say. It's a good rifle with a very high rate of fire.
- M4
- This is another assault rifle and there isn't honestly much of a difference.
- It's very accurate and sends out a stream of high penetration gunfire.
- The only limitation is the ammo. It isn't too plentiful until the last few levels. Max is almost unstoppable with a full clip in the M4 though.
- Dragunov
- Mona is the only one who ever uses this one.
- It's a semi-automatic sniper rifle that is fairly useful. It's also one of your only options for Mona until she gets enough MP5 ammo.
- Use the high rate of fire to put two shots into a target from afar.
- Headshots with it are unreliable at best.
- Sniper Rifle
- This is Max's unnamed sniper rifle.
- I honestly didn't use it once on my playthrough.
- It's not a bad weapon, but you never need it. Why shoot with a slow firing rifle when you can use the MP5 or the Desert Eagle to pick them off.
- I also just don't remember even having it for a significant chunk of the game.
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Changes
- Since this is a close sequel to Max Payne, I felt that it was necessary to explain some of the bigger differences.
- Bullet time is more prevalent in this version. Read the "Slowing Time" section for detailed notes.
- Desert Eagles may be dual-wielded for devastating results.
- The pump-action shotgun has less of a delay between shots.
- Those annoying blood trail nightmares are gone.
- Enemies seem to fall down more often if you jump into them.
- Grenades and Molotov cocktails are now secondary weapons that can be used alongside your primary weapon.
- Melee options are incorporated as a secondary attack for all weapons.
- Body armor works correctly for bad guys. I'll mention this again in the tips section, but body armor works. It doesn't just increase their health. It just reduces the damage for shots to the chest. Shoot the bad guys in their legs, arms or head for quick kills.
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General Tips
- Use bullet time. There's plenty of it to go around and it can make all the difference in a firefight.
- Use your cover well. Shooting from cover is particularly deadly.
- Shootdodge behind cover. You don't want to land in the middle of the room.
- Keep shooting after shootdodge. If you continue shooting after a shootdodge, Max will stay on the ground and avoid a lot of gunfire. This works well if you accidentally land in the open.
- Use bullet time charges. This consists of rushing into a room with bullet time active. Just shoot everyone in the room while you keep moving. At the slowed speed, you should be able to get almost constant headshots that then refill your bullet time meter.
- Play smart. Don't charge around corners when you can shootdodge. Don't charge in with a shotgun if you can snipe.
- Remember the body armor. About halfway through the game, the enemies start to wear a lot of body armor. This works like actual body armor. Shots to the chest are substantially less damaging and may not even stagger them depending on the strength of the gun. Aim for the head or legs to kill these guys.
- Note: Higher power assault rifles aren't impeded much by body armor, so there are times when you can just aim for the torso.
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Guide Notes
- The sections are named for the chapter title. They are divided into the three parts.
- These strategies worked for my third playthrough on the "Dead on Arrival" difficulty. If they work on hard, they should work on easy.
- Note: The only reward for beating the game on the hardest difficulty is an alternative ending.
- I did not name every bottle of painkillers or every weapon stash. I expect you to grab some of the stuff that enemies drop and that is in plain sight.
- I also don't usually suggest weapons.
- There is a reason for that. There isn't one uber-gun that's perfect for the whole game. It ultimately comes down to what you can use. The MP5 or even the 9mm is a deadly weapon if you can consistently get headshots. Others may like the shotgun or the Ingram. There aren't any terrible weapons so feel free to pick the one you like.
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The Darkness Inside
- The game begins in medias res (the cool way of saying in the middle of the story). Just go along with it.
- Things are a little off for Max right now. Open the green cabinet behind you for some painkillers and then walk out through the door.
- Go into the empty ward across from you and then out the door ahead.
- Grab the painkillers out of the red medicine box and walk into the little reception booth. Listen to the answering machine message if you want some foreshadowing.
- Head into the little room on the right for a cutscene. You now have a gun and a mercenary to kill. Drop into bullet time and put a few rounds into his head.
- YouTube: Max Payne 2 Part 1 Prologue - The Darkness Inside (Time: 5:43)
- Go through the open door and walk out to the open area. One of the elevator doors should open. Step inside and activate the panel.
- You'll get a cutscene with Bravura that ends "abruptly."
- Walk out the open doors and step into the morgue.
- Approach Winterson's body to end the level.
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Elevator Doors
- Time for a warehouse raid and a reunion.
- Walk forward and open the back doors on a van for some painkillers in back. Then walk toward the front right area and go through the open door in the fence.
- Follow the alleyway to the side entrance. Continue walking to trigger another cutscene.
- Once it ends walk around to the warehouse door at the end for another cutscene.
- Tip: The cleaner isn't exactly innocent. Be ready to take him out. You can actually kill him now if you really want to break the role-playing side of it.
- YouTube: Max Payne 2 - Part I, Chapter 1 - Elevator Doors (PC) (Time: 10:37)
- Otherwise, just follow him and wait until he opens the door.
- The original cleaner and a second cleaner up ahead set up a crossfire. Shootdodge away from them and use your pistol to drop both of them.
- Move forward and get ready to kill some more cleaners.
- Tip: Remember to switch to dual pistols for this part.
- Wrap around and enter the next warehouse room. The two cleaners are turned away. A quick shootdodge should kill both of them before they can even fire.
- Move forward again and into the hallway area at the back. Open the green cabinet for a bottle of painkillers.
- Turn left and go up the stairs. Two more cleaners at the top. Bullet time for a quick kill.
- Listen to the answering machine if you want more of the story.
- Go through the next door and into the big storeroom. I suggest that you prepare for the next firefight. Grab some ammo and painkillers from the lockers around the early room.
- Tip: There are seventeen shotgun shells in the black safe.
- Go through the office door at the back when you're ready.
- After the cutscene ends, immediately start shooting. You are facing a cleaner with an Ingram at close range. Not good. Use bullet time for a quick kill and shoot the second cleaner before he stands up.
- Grab the painkillers and the sawed-off shotgun from the rack in back.
- Wait for the two cleaners to come into the outside room and split up. Shootdodge out from the office and try to kill both of them. You don't have a lot of cover, so move and keep shooting with your new weapons.
- The two men opened up the door to the right in the hallway. Use it and take cover behind the crates in the center as soon as possible.
- Three cleaners move in to secure the area. One cleaner with a shotgun usually advances, so wait for a second and ambush him. Then pick off the other two from cover.
- Note: Pick up the pump-action shotgun.
- Walk out the door in back onto the catwalk and approach the elevator for a cutscene. It seems that Mona beat us here.
- Just press the green button to summon the elevator back up. It will take a second, so just wait.
- Get into the elevator and ride it to the button. Head out into the warehouse and kill the one cleaner waiting for you.
- Charge into the next room. Three cleaners are falling back and you need to follow them.
- First, you need to dodge the falling shelf that runaway forklift knocked over.
- Run to the left and shootdodge away from it. It may fall so that you're in an empty area. If so, consider yourself lucky. Just chase the three guys out of the building and shoot at them when you can.
- The level ends with a cutscene.
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A Criminal Mastermind
- Run forward and to the right to grab some painkillers. They're right next to the dead gangsters.
- Equip the pump-action shotgun and go upstairs.
- Three gangsters are waiting up here.
- Wait behind the steel for a second until they gather. Then shootdodge out and kill the man in blue. He's facing you and using an Ingram. Blast the other two as soon as possible. They aren't much of a threat.
- Turn right and go into Vlad's office. Listen to the answering machine if you want.
- YouTube: Max Payne 2 - Part I, Chapter 2 - A Criminal Mastermind (PC) (Time: 8:42)
- Go back out and up the stairs. One gangster is waiting for you, but he only has a pistol. Just blast him as you round the corner.
- Go up to the wooden door for a cutscene to meet "Mike the Cowboy."
- Note: Mike's a fairly good ally. He's a good shot with the assault rifle and occasionally acts intelligently. That said, there is absolutely no reason to keep him alive other than personal choice. If you can't do it, don't worry.
- Go up the stairs and loot all the bodies for ammo. Mike certainly racked up the body count.
- Turn right and walk toward the open door. There are three men waiting in the storeroom. Shootdodge around the corner to quickly blast all of them. You shouldn't have any problems if you're using the pump-action shotgun.
- Loot the entire room now. There's a ton of ammo and painkillers lying around. Just search the place. When you're ready, walk forward and go to the stairs.
- Charge up the steps and blast the guy with the Ingram at the top.
- Mike loves to charge here, so stay ahead if you're trying to keep him alive.
- Go through the brown door and into the next area. Four gangsters are waiting.
- Shootdodge as soon as possible and blast the guy with the Ingram on top of the wooden dome. Shoot the guy in blue who follows.
- Note: Don't stand on the center area. The glass will easily break and drop you five stories to your death.
- Turn to the right and shoot the last two gangsters on the floor as they run to the stairs.
- Go to the bottom via said stairs. Do not just jump; you will take a lot of damage. Loot the medicine cabinet quickly and follow Mike through the brown door at the back.
- Mike really excels here. There are three men around the stairs to start.
- One is to the left. Shoot him as you step out. Another is below you and a third is all the way on the floor. Mike can usually take out everyone with some decent shooting from up top.
- Just clear them out as you see them and move down the stairs.
- Equip the shotgun and watch the brown door at the bottom of the steps. Two gangsters come out of this door, so ambush them.
- Go through the door and into the next room with three gangsters. The shelves and boxes provide good cover and you still have Mike. The Ingram or the shotgun should do just fine. Open the green cabinet in back for a bunch of ammo and painkillers.
- Then turn right and go through the door in the middle.
- There's one man to the left and two men on the levels below. Use bullet time or good shooting to kill all of them.
- Then take the scaffolding to the floor.
- Save and get ready for the end.
- Go through the double doors and shootdodge forward. Blast the man in blue ahead and then turn to your left. There's another man behind the pillar. Kill him. Another man in black has an Ingram. Look behind the crates to the right to kill him.
- The rest is pretty chaotic. More men come from the second level. Look up and kill them.
- Note: This is in homage to the last battle at Ragnarok in the first game.
- One man usually runs up to the middle right. Then another comes through the top right door and stands to the right. Kill both of them as they take their position.
- Watch the middle-left for a third man. Then kill the fourth and fifth who rush the left side. The final sixth man comes to the right. A cutscene confirms that you're done. Watch Gognitti's pathetic attempts to kill Vlad and prepare to take out his last three men.
- They all run in through the brown door behind the shelves to the left.
- Take cover and use the dual Ingrams on them as they run through the door. Go through the door and head to the reception box for the last cutscene as Gognitti slips out into the night.
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The Depths of My Brain
- This is just a short dream sequence.
- Go through the door and watch the picture slide under the door.
- Head into the hall and proceed to the end. Just follow the path down the stairs.
- The room turns into the morgue. Walk along the vaults to the right to trigger Mona's body to slide out.
- Try to talk to her as she sits on the middle table.
- YouTube: Max Payne 2 - Part I, Chapter 3 - The Depths Of My Brain (PC) (Time: 4:19)
- Answer the ringing phone if you want. Walk around for a second until you trigger a cutscene.
- Bravura is trying to gun you down. Run into the dark hallway to the right.
- You're in a police lineup. As soon as you gain control, grab the 9mm off the table and shoot Bravura and Winterson.
- This should end the dream.
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No "Us" in This
- You finally get to talk with Mona again, but a sniper crashes the party.
- Cross in front of the window quickly to avoid sniper fire. You can kill the sniper, but he'll ditch his position if you don't kill him now.
- Go to the other side of the room and use the phone to call Winterson and report the attack. Grab the painkillers off the nightstand too.
- Walk through the bathroom and out into the little entranceway.
- Walk into the hallway and follow Mona's path of destruction. Turn to the left and watch the old lady blast one of the cleaners.
- YouTube: Max Payne 2 - Part I, Chapter 4 - No 'Us' In This (PC) (Time: 9:24)
- Tip: Use E to talk to her if you want more shotgun ammo. She'll open the cabinet in back and give you the ammo.
- Walk out and past her door to the open window.
- Get out onto the ledge and walk to the end of the first bit. Shootdodge across to the other side. A van with four cleaners pulls up while you're doing this jumping. They are very hard to hit from here and they pack a lot of firepower.
- Just ignore them and move fast. I didn't take any damage from them when I did it.
- Shoot back across to the next ledge and wrap around the corner. Duck into the open window for cover. Go forward and then to the left.
- Cross through the room with the sleeping man and go unto the ledge.
- Turn right and duck into the next window to dodge any fire from the alleyway.
- Get ready for more shooting. Turn left and start walking down the hall. Kill the three men in the center. One is around the corner to the left and two are waiting in the little elevator alcove.
- The shotgun will work great at this distance.
- Turn left and go down the hallway toward the woman in red. Talk to her and she should open the door to the bathroom for some more painkillers.
- Go through her apartment and go out the open window to the back right. The guards should already be gone from the street.
- Take the scaffolding up to the sniper's roast. Look through the camera to watch the first bomb go off.
- Tip: Make sure you grab the sniper rifle to get a good weapon early.
- Go through the door at the end and shootdodge out into the hallway to kill the two men in the hall.
- You should have a Kalashnikov and dual Desert Eagles by now, so remember to use it.
- Turn around the corner and kill the cleaner in the hallway. Then shoot the two who run out toward the gunshots.
- Start going up the stairs.
- There are two men waiting to ambush you at the top. Kill them with whatever you have. The shotgun, the Ingram, or even the pistols will be fine for the two men.
- Go up the next two staircases to reach the locked access to the seventh floor suites.
- Break the board blocking the elevator and get on board. Press the little panel to descend to the basement and start looking for the janitor.
- There are three men waiting at the bottom. A shootdodge and a good weapon will take all three out fairly quickly.
- Once they're gone, start looking for the one green door on the level. GO through it and head down stairs to find the oblivious janitor and learn the code. 667 again.
- Head upstairs. Two more cleaners are walk down the hall by the green door. Just jump and waste both of them. Head back to the elevator and push the bottom again.
- Press E toward the red panel to open the door. Go through and take cover to the left. Ambush the two men who come down the center hallway and blast the third who exits behind them.
- Go down the hall and go to the left. Turn right into the kitchen and blast the lone cleaner before he turns around.
- Turn back and go forward into the room with the dead woman. Search the cabinets for sniper rifle ammo and go back through the kitchen and out into the room with the open window. Get ready for a tough section. This is a good spot to save.
- Equip the sniper rifle and stay alert move along the ledge and stop just after the second u bend. Look below the scaffolding for the cleaners (unless you killed them early. Kill the four or five men with bullet time and your sniper rifle.
- Then turn and watch the open third story window to the right of the scaffolding and the van. A cleaner with a shotgun runs out to start shooting at you. Snipe him.
- Now that the court is clear, you are free to take your time.
- Head to the end of the ledge and drop off to the ledge one story below. Then follow this to the break off near its end. Look down and you should see a ledge below it.
- Follow this ledge into a window. Grab some painkillers from the table and head for the door into the hallway.
- This ends the chapter.
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A Sign of Her Passage
- It's time to chase Mona to the street. The building is on fire though, so it won't be easy.
- Run forward and equip your favorite weapon. I used dual Desert Eagles.
- Shootdodge through the door and aim to the right for your landing. Kill the guy on the other side. There are two cleaners left. The one on the right upstairs has a pistol. The one on the left downstairs has an Ingram. You should know who to kill first when they rush to meet you.
- After they're dead, walk down the stairs and note Mona's work. Then go down another set and equip anything besides the dual pistols. You don't want to send a round into the guy behind the door.
- Shoot the little plank to free the man and do not shoot him when he draws the dual 9mm. He's an ex-cop and he's your friend for this level.
- YouTube: Max Payne 2 - Part I, Chapter 5 - A Sign Of Her Passage (PC) (Time: 5:56)
- Look down the hall and note the burning gas pipe. You'll be back here soon enough.
- Run down stairs to the bottom floor and go through the dual exit doors. It seems that the cleaners have secured the exit. Violet also pulls a pistol and agrees to help you.
- Note: These are decent AI who will actually help a bit ahead. Try to keep them alive, as they'll both help at the end.
- Equip your favorite long-range weapon. The sniper rifle is appropriate, as long as you aren't low on ammo.
- A door at the end of the hall opens as you move toward the stairs. Shoot the three cleaners.
- Tip: Their cover can be blow away quickly. It's just a few boxes. Go through the door they left and follow it to the utility room. Press E to turn the valve and shut off the broken gas valve.
- Head back out and start walking toward the stairs, but stop short and take cover behind the crates.
- Three cleaners are headed toward you. Use the dual Ingrams or the shotgun to kill them while they're clustered at the bottom. Easy pickings for the most part.
- Head up the stairs and go back to the third floor. In the biggest irony, you are using the apartment directly across from yours to escape.
- Go through the now safe door and go out the window to the left.
- This is where your friends come in handy. Violet and the ex-cop will take up cover positions at the two windows and suppress any cleaners in the courtyard. It also doesn't matter if they live or die, so don't worry about them.
- Head through the first U-bend and take cover at the pipe. Three cleaners should run out to the center of the courtyard. Use the sniper rifle to pick them off with the help of your friends.
- Move forward further and take cover at the end of the ledge by the scaffolding. This is a good spot to pick off the four new cleaners. The ledge provides good cover from ground fire, so kill as many as you can now.
- Once the area is clear, jump onto the scaffolding and head to the top. Then shootdodge across the bit of ledge on the other side.
- Save now to prevent stupid deaths from accidents on the scaffold to the left.
- The scaffold is flimsy and breaks under your weight. Step onto the mess platform at the top. As it gives way, step off onto the mess to the right. As this one gives way, step to the left onto the board. Ride this to the ground.
- There's just one fight left. Equip the dual Ingrams and the Molotov cocktails as your weapons.
- When the black van pulls off and dumps five men unto the ground, toss a Molotov at their feet. The fire should kill half and leave the others distracted as they try to put themselves out.
- Rake some gunfire across the survivors to end the level.
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A Linear Sequence of Scares
- There's no combat in this one, just some running and experiencing a linear path of funhouse scares.
- Go inside the front office to grab some painkillers. Then start along the path. Move along the first street and go past the cars. The wall at the back left is open.
- Go inside and head up the stairs along the blood trail.
- Watch one cardboard figure decapitate another and walk by them all.
- There isn't much more to be said for this. Just take the fire escape to the street and step into the cage at the end.
- YouTube: Max Payne 2 - Part I, Chapter 6 - A Linear Sequence Of Scares (PC) (Time: 3:37)
- Walk through the asylum. Nothing in here will hurt you, so just ignore the figures or walk over them until you get to the cage at the very end.
- It raises you back to the surface. Go through the room and just keep following the path. When you come to the tongue room, just keep walking to the left and you'll be tossed out into the street.
- Activate the phone and then jump around on the boxes to wait until the backdrop lifts up and ultimately places you near an open wall panel.
- Keep moving through the back area along the catwalk. Follow it until it pitches you out onto a fire escape out back. Jump onto the nearby rooftop and go through the open window into Mona's room.
- Tip: Make sure you grab the MP5's now. Mona has two spares on her worktable beside some painkillers.
- Walk to the bathroom to trigger the level's end.
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The Million Dollar Question
- Ride the elevator to the top and listen to Mona's instructions.
- Go to the end of the hall and shoot the two cleaners guarding the door on the opposite side.
- Push on the door to realize that it's locked. Head back toward the elevator and open the door by the painting. Shootdodge as soon as you can to kill the two cleaners. Shotguns are good here. Save the MP5 for later.
- Follow the blood trail into the bathroom and note the body in the bathtub. Also grab the painkillers from the medicine cabinet.
- Head back out and get onto the balcony. Go through the hole in the iron grid and into the next apartment.
- YouTube: Max Payne 2 - Part I, Chapter 7 - The Million Dollar Question (PC) (Time: 8:57)
- No cleaners are on the bottom floor, but there are five men on the top floor. Go up and shotgun blast the guy at the top. Shootdodge behind the counter and start working through the cleaners.
- Go through the door at the back to confirm that your informant is dead.
- Go into the bathroom and grab the painkillers in the medicine cabinet. Then ambush the three men that rush the room.
- Head out into the hallway and try to pick off the guy waiting inside another apartment to the right. Charge in and kill his partner then go downstairs.
- Jump out toward the piano and gun down both cleaners before they turn around. Then shoot the third man who jumps through the window. Grab his MP5.
- Walk out to the balcony and look over the rail on the left side. Jump down onto the ledge and then the awning. Then shoot both men on the balcony below from your spot of relative cover.
- Drop down and go through the door.
- This area is rough. There are three guys ahead. Two in the bedroom and one behind the couch area. Your best bet is to chuck a grenade, although they often chuck one in return.
- A fourth man usually runs out from the kitchen on the right to support his buddies, so be careful.
- Head out into the lobby once they're dead.
- Watch a broker get killed by the cleaners. Circle around and attack them from behind. A few hits from the shotgun will kill all three quickly.
- Go through his apartment and downstairs into the lobby.
- Move out and watch the right. There's one guard in the hallway.
- Take Max's advice check the apartment he was guarding. There's one guard at the window talking to a cleaner on a lift. Shoot them both and activate the lift.
- Someone up top will start inaccurately throwing grenades. Drop down and start moving down the scaffolding to get to the window at the bottom.
- Shootdodge through it and kill the cleaner in the kitchen.
- Head back out into the lobby after grabbing the painkillers on the counter.
- There are three men in the lobby area. Use the scoped MP5 or any strong weapon to kill them. They all use Kalashnikovs, so don't underestimate them.
- Take the left route to surprise the two cleaners ready to ambush you at the elevator. Once they're dead, a cutscene will have Kaufman enter.
- Note: You lose all your ammo after this fight, so don't bother conserving it.
- You need to first kill the three cleaners and then Kaufman. Just use the Kalashnikov to rake some gunfire across their necks. Kaufman isn't much tougher than a normal cleaner, so don't worry.
- You're not done yet. Turn to the left and shoot the three cleaners running toward you. If you survived Kaufman, you can take them. Use the wall for cover if you need it.
- Finally, turn around and look at the left elevator. One lone guard arrives to help. Kill him and enter the elevator. Take it to the lobby to end this level and start part 2.
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A Binary Choice
- Walk to your desk at the back right of the station. Look at the computer and press E to trigger a cutscene.
- Note: There are a bunch of Easter eggs and humorous conversations around the station. Feel free to explore first.
- Time to find Winterson. Go into the lineup area in front of your desk. This seems like a completely legitimate lineup, right?
- Talk to the man and confine Winterson's bias. Then walk out for another cutscene.
- If you're done exploring, head down the stairs by Bravura's office. Turn at the bottom and go down the green door to lockup.
- YouTube: Max Payne 2 - Part II: A Binary Choice - Prologue (PC) (Time: 9:44)
- Go to the end of the hall and press the buzzer. Go forward and press the next buzzer to get into the cell area.
- Approach the last cell in the line and press E to talk to Mona.
- Run back out and use the black phone to call Woden.
- Now wait as the cleaners attack. Nothing you can do to save the cops inside lockup. Just grab a gun from the cabinet and open the door.
- Kill the one cleaner by the door and then kill the other two behind the door to the right.
- Walk out toward the green door at the end. One cleaner with a Kalashnikov opens fire as you approach. Shoot him quickly and grab his gun.
- Shoot the other two men by the van and grab the grenades from the back.
- Another van pulls up ahead. Two men exit through the side door and another two come out from the back. The Kalashnikov and bullet time should make short work of all of them.
- Gather ammo from the cleaners and the van. Then turn left and run out the open door into the street.
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The Things That I Want
- Turn around and shootdodge right to kill the cleaner behind the fence. Then shoot the other as he climbs the stairs.
- Start moving forward while watching the left. There are two cleaners with Kalashnikovs on the steps. Shotgun blasts for both of them.
- Tip: Go into the room in the middle of the stairs and pull out the Desert Eagle or the Kalashnikov. Pull the lever to make the two cleaners freak out and run to the side. Shoot them while they're distracted to make the fight ahead easier.
- Go up the steps and pick up the Molotovs. Then go through the door onto the ramp. Use bullet time and the Kalashnikovs to shoot the three men on the floor in the head.
- Run across the catwalk and proceed along the edge to the right until you come to the door at the end. Immediately pull the lever to kill the two guards on their way up with the needle.
- YouTube: Max Payne 2 - Part II, Chapter 1 - The Things That I Want (PC) (Time: 6:29)
- Save.
- This next area is really hard. There are three men across from you and another below them. You can't shootdodge onto the catwalk, or the men on the floor will kill you.
- Use bullet time and a good gun to kill the man below a level and then run across the catwalk. Kill the three remaining men as quickly as possible and take cover by the boxes.
- There are two left on the floor. Use the boxes for cover and pick them off.
- Head back to the floor and travel to the right and through the door in back.
- Just crouch behind a car and let Mona kill the four guys. Then move forward and kill the two cleaners past the cars in back.
- Go up the stairs. One more cleaner is behind the cheerleader. Shoot him as you round the corner.
- Move to the fire escape and head down. Kill the cleaner by the phone booth and then wait a minute. Mona will probably kill the other three.
- Then go forward to the end of the street and go through the little door by the cutout van.
- Go to the corner and just wait. Mona will usually take out all six or seven of the cleaners ahead, with the exception of the one far back and to the right on the catwalk. Just kill him and move to the end.
- Go through the door by the light and kill the last cleaner. He should be lying on the ground if you beat him to the door.
- Then just walk out of the office and enjoy the cutscene.
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In the Middle of Something
- Grab the painkillers from the back of the van and head up the ramp in front.
- The turn to the left and shoot the two cleaners coming back to check on their friend. Move forward and go into their room. Then go through the double doors to the lobby.
- Watch for the two cleaners coming across the walkway to face you. Kill them and head up the stairs to the room that they left.
- The only way out is down the broken elevator. Run back out and shoot the red boxes once so that they catch on fire. Run away and wait for the explosions to stop.
- Go back in and down the now open elevator shaft and out the elevator door.
- YouTube: Max Payne 2 - Part II, Chapter 2 - In The Middle Of Something (PC) (Time: 8:45)
- Head out and to the right to go outside. Shoot the red boxes to start a chain explosion that scatters the cleaners. Then pick off the two to the left and the three to the right. Raid the guardhouse for an M4 and some painkillers.
- Go through the door past the guardhouse. Just go straight ahead. The glass door to the right just takes you back to the starting area.
- Go through the empty room and through the double doors. Shootdodge left and kill both of the cleaners. Equip the Kalashnikov and charge down the hallway. Use bullet time to kill the three in the cafe. Two more are left and hunting the halls. Just keep an eye out for them or leave through the doors at the end.
- Turn to the left and go up the stairs. Cross the planks above to avoid the hole and go up the next set of stairs. Shootdodge out and kill the cleaner at the door.
- Shootdodge into the door and move to the left. Shootdodge left to kill the two behind the table and then kill the one remaining at the end of the hall.
- Go through the open white door to avoid the blocked hallway. Go through the room and shoot the four cleaners ahead. It's close quarters and you should have plenty of Kalashnikov ammo.
- If you watched, one of them tries to run but is locked out. You need to flank this guard post since they're securing the point.
- Go through the door to the left and then through the hole in the wall. Enter bullet time as you go through the next door.
- Five guards secure this area.
- Note: Try to avoid setting off the red boxes. They blow up the easy way out and force a lot of jumping and shootdodging to the door.
- Bullet time into the room and kill the two cleaners at the center before they turn around. Keep running in bullet time and turn to the right. Get headshots on the two holding the table against the door. Then turn and shoot the last man coming in from the other room.
- Once this is done, exit the room and watch the cutscene.
- Grab some MP5 ammo and painkillers from the three brown boxes. When you're done, walk up the stairs and go through the double doors after you grab the sniper rifle from beside the elevator.
- Shootdodge across the gap.
- Once you're across, use bullet time and the sniper rifle to kill the cleaners from the cover of the walkway.
- Go through the door at the end to get to more elevators. Grab some sniper rifle from a box in the corner.
- Then go into the elevator and climb up the ammo boxes carefully to get to the next floor.
- Then go back out the double doors.
- Tip: You are now facing mercenaries. These mercs are tougher and usually wear body armor. Aim for the head.
- Note: Use the area to the left to get across if the bridge is blown out.
- Kill the three mercs and then go through the door before the cleaners on the floor get a clean shot at you.
- Then go up the stairs in the room and round the corner. There's just one merc up here. Shootdodge through the door and kill him.
- Then go through the double doors and approach the doors ahead.
- Use bullet time and charge through the door.
- There are four thugs in total. Bullet time with all that MP5 ammo should make you pretty invincible.
- Tip: You can also use a grenade to set off a series of explosions inside that will kill most of them.
- Pick up all the painkillers and head through the glass door and then through the second glass door into the room with all the body bags.
- This ends the level.
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Blowing Up
- It goes without saying, but avoid the fire.
- Run forward and around the shelves. Grab the painkillers before you go.
- Turn right and run down the hallway. Then turn to the right and go through the white door. Wait at the door for the explosion to kill the cleaner and knock down the pillar.
- Go through the hole in the wall and shoot the explosive boxes on the table by the wall.
- Then shootdodge along the beams to work toward the left. Another explosion will open the wall.
- YouTube: Max Payne 2 - Part II, Chapter 3 - Blowing Up (PC) (Time: 3:22)
- Start moving through the hallway again and wait for the explosions to stop.
- Drop down the hole in the hallway through the rubble.
- Run down the hallway and then drop again. Shoot the barrels to kill the two guards in the room.
- Run through the white door ahead and kill the next guard ahead of you. Then work your way around the fire by using the table as a crossing point.
- Switch to a good weapon when you approach the double doors.
- Switch into bullet time and charge. Shoot the two mercs and the cleaner in the head. Grab the painkiller and turn around as the floor in the center collapses.
- Shoot the barrel below and take cover. This kills the merc by the hole.
- Drop down and find the two mercs on the other side. They are each by a box of ammo. Shoot it a few times for a quick kill.
- Drop down the hole when they're dead and go through the white double doors.
- The only path out is to the right. Shoot the red boxes to clear a path then just start running.
- Go forward and cut to the left through the hole in the wall. Run forward right down the center as the room explodes.
- Go through the door at the end to trigger a cutscene and escape...sorta.
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Routing Her Synapses
- Time for a playthrough as Mona.
- Note: She's got a Dragunov rifle with a lot of ammo. Feel free to use it.
- Look up and get a free shot on the cleaner three stories up.
- Then move forward and to the stairs on the left. Switch to the shotgun and try to kill the one cleaner on the staircase above you.
- Go through the second story door and switch back to the Dragunov.
- YouTube: Max Payne 2 - Part II, Chapter 4 - Routing Her Synapses (PC) (Time: 7:40)
- Head forward and snipe the first guy across from you.
- Run into the staircase and go up another level. Take cover and snipe the cleaner across from you. Shoot the barrel to take him out quickly.
- Swap back to the shoot gun and work your way up the stairs to kill the next three as they move down the planks.
- Tip: Be very careful. You can shoot through the cloths, but so can they.
- Reach the top and run out to snipe one more merc. Than take the lift down to the lower level.
- Move through the area and go through the brown door.
- This next area is complicated. Three cleaners and a merc are spread out behind cover in front and to the right.
- Just use the Dragunov or the shotgun to clear them out.
- Once they're clear, head up the ramp and take cover behind the boxes.
- Then use the Dragunov to snipe the cleaner at the end of the first level. Run up the ramp and use bullet time to clear out the next three on the second level.
- Run up to finish off the last merc on the third level.
- Shootdodge toward the hole in the wall and kill the last cleaner.
- Save. You don't want to redo that section.
- Go forward. There are three cleaners here. One approaches from the room to the left. Score a headshot. The second is behind the green crates down the hall. Use a scoped weapon to kill him with a headshot.
- The third will start hunting you at this point. Kill him and run around back for painkillers in a red medical box.
- The reason for the painkillers is the two groups of mercs breaking in.
- Three come in from Mona's position at the window and another three come in from the door at the back.
- Use bullet time to score headshots on all of them with the Dragunov or the MP5. Feel free to charge in while in bullet time. The level is almost over.
- Run through the door at the back and go around the edge.
- Kill the first three cleaners putting on their little show. Then round the little corner and kill the next three cleaners.
- Circle around and drop through the hole in the floor to the level below.
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Out of the Window
- Mona's adventure continues.
- Turn around and shoot the merc who runs up on the level above. Grab the ammo and leave.
- Start running through the left and lean toward the brown door on the left. Grab the painkillers and wait for a cleaner to open the door. Kill him and charge.
- There's one merc on the guard and three thugs on the upper level. Kill the man on the guard and charge up the ramp in bullet time for the others.
- Go through the door and out to the open corner. Pick up all the MP5 and Dragunov ammo that you can. Then watch Max fall.
- YouTube: Max Payne 2 - Part II, Chapter 5 - Out Of The Window (PC) (Time: 7:14)
- Turn around and kill the cleaner as he kicks in the door. Run through the open room and kill the merc by the medicine box.
- Note: You now have to worry about Max's health. His figure is right next to Mona's. Try to keep him covered.
- Take up a sniper position on the blue awning to snipe the three mercs rushing toward Max.
- He'll get up and start moving forward. Keep him covered.
- This is hard to describe. Move to the other awning facing the area ahead. Snipe the guards on the guardhouse and just shoot anybody that you can. The less damage Max takes, the better.
- When he makes it to the door, he'll find that it's locked. Then he gets pinned down. You have to backtrack to find a better position.
- Go back along the path you cleared early. Two mercs are waiting by the blue hole at the start. Kill them and look to the left. The scaffold is there. Run out and shoot the cleaner pinning him down. In my case, it was just one guy behind the guardhouse.
- Shoot the two guards that appear to keep Max covered and get ready to move again.
- Switch to the MP5 and backtrack to the room again. Two mercs are in the hallway, so kill both of them with the MP5's scope and a little bullet time.
- Approach the door to trigger an explosion as two cleaners breach the room. Take cover behind the wall and rinse and repeat the scope action with the MP5.
- Charge forward and take cover behind the boxes. Three cleaners are firing at you through the plastic. Jump out and land a line of gunfire across their heads.
- Charge through the next door and kill the two cleaners blocking the scaffolding. Then run out to the scaffolding and kill the last merc on top of the scaffolding.
- Once they're clear, take position and search for the mercs pinning him down. In my case, it was a merc below the scaffolding firing from near the guardhouse.
- Max is locked out and moving again.
- No more combat though.
- Just go through the hole at the top of the scaffolding.
- Jump down the hole to end the level.
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The Genius of the Hole
- Grab the painkillers and shoot the sniper on the post.
- Take his position and put a round into one of the oxygen bottles to scatter the guards on the guard post. This should cover Max for the first door.
- Two more run out as he goes for the second door. Waste them quickly. This door is locked too.
- You need to reposition again. Switch to the Kalashnikov or the MP5.
- Run out and kill the two mercs at the brown door to the right. Ambush the next two as they come in.
- YouTube: Max Payne 2 - Part II, Chapter 6 - The Genius Of The Hole (PC) (Time: 9:08)
- Run to the right and get out onto the scaffolding. Snipe the one man on the backside of the guardhouse.
- Four more mercs run out and start shooting. Snipe all of them to cover Max.
- He's trapped and you need to reposition again.
- Kill the two mercs who run out on the scaffolding above you. The one piece should fall down in the process.
- Climb the scaffolding and go through the opening at the top.
- Go forward and get on the scaffolding. Two cleaners should approach you. Kill both of them and then jump out to ambush the merc coming in from the left.
- Approach the door he came out of and shoot the merc climbing up. Then shoot the one still one the floor below.
- Drop down and head through the door. Pull out the Dragunov to finish the next area.
- Snipe the one merc who come out as you cross the bridge.
- As you get ready to enter the room, enter bullet time. Use the Dragunov to quickly snipe the two men to the left and the two men to the right. Pick up their painkillers and heal.
- Move to the right and get on the scaffolding. Kill the first merc standing a little bit below you and start moving along the planks.
- There's one more merc before it takes you to the room below.
- Use the Dragunov with bullet time to kill the three men waiting to ambush you.
- Then go forward and move down the scaffolding in the back. Kill the two men talking in the center and shoot the propane tank on the scaffolding in the back. This will scramble the other two mercs to make them easy to kill.
- Two more mercs are waiting on the stairs. Start moving down and shoot them as you run forward. Reach the bottom and stock up on Dragunov ammo.
- Wait for a moment and ambush two mercs running toward the door.
- Head out and use the Dragunov to snipe both of the men in the scaffolding to the right.
- Just a little bit further. Start walking toward the red lift in the back left corner. Shoot two more mercs with the Dragunov and you're home free. Get in the lift and press the panel.
- Enjoy the cutscene that ends this part.
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Waking Up from the American Dream
- Time for another nightmare.
- Go out the door and follow Mona to the right and then the left along the path.
- Go through the asylum of Max's fractured mind. Head to the stall in the bathroom to get kicked out into the jail.
- Escape lockup by running to the left and then out through the holding room, just like in real life. Follow the route and go up the stairs.
- Pass Bravura and go up another set of stairs. Head for your desk and watch Winterson and Mona shoot you.
- YouTube: Max Payne 2 - Part III: Waking Up From The American Dream - Prologue (PC) (Time: 5:11)
-
Too Stubborn to Die
- Well, it seems that Winterson was possibly dirty. It doesn't matter since you're trapped in the morgue and your guns are at the bottom of an elevator shaft.
- Grab the painkillers in the back and take a deep breath.
- Charge the door to knock down the commando guarding it. Turn left and run up two flights of steps with the commando at your heels.
- Turn right and run down the hall. Go through the surgery door to the left. This is where you found the dead janitor in the beginning.
- Run out to reception and go forward and left into Recovery. Another cleaner comes around to kill two nurses. You can't save them.
- YouTube: Max Payne 2 - Part III, Chapter 1 - Too Stubborn To Die (PC) (Time: 7:28)
- Run through recovery and duck into the office area. Run to the back right and hide. Grab a few bottles of painkillers on the desks if you're brave.
- The cleaner waits at the door as the commando walks to around move away from him for a minute and watch the door.
- A hospital security guard comes through the door and gets promptly shot by the cleaner. Run forward and grab his gun. Use bullet time to get headshots on the cleaner and the commando. Take their weapons and go into the security room to the left.
- Grab the pistol and the painkiller ammo and approach the door in back. Four commandos gun down another guard and throw open the door. Take cover behind the glass in the security room. It's bulletproof.
- Use bullet time and the MP5 to kill them.
- Search the lockers in both room for MP5 ammo and a shotgun with a lot of ammo.
- Then head out to the lobby area and move down the hall. Look to the open door to the right and shoot the two commandos inside. Grab their guns and get the painkillers from the cabinet by the door.
- Go out the door and immediately turn to the right. Snipe both of the commandos at the end of the hall with your MP5. A third comes out from the gym to the left. Shoot him quickly to minimize damage.
- Go forward to the supply room. Step inside and shoot the tank in the back. Then ambush the commandos if they run out. Go forward and shot another commando with an Ingram as he runs through the back door.
- Save.
- It's time for the last charge out of the hospital.
- Prepare your MP5 and steady your aim. Head for the exit door and activate your bullet time. Just start running down the stairs while you keep shooting. You're moving too fast for their opening shots and anyone in front of you will be staggered. Just keep firing and getting headshots as you run down the stairs. You should just keep getting more bullet time from the chain of kills, meaning that you'll end up using little to none overall.
- There were about eight from my count.
- Run out at the bottom to watch one more guard get gunned down. Take cover behind the security car and pick off the four commandos with the MP5.
- One more commando runs out of the security office to the left. Kill him and move toward the van. This should trigger the end of the level.
-
On a Crash Course
- Seems like our pal Vlad is behind a lot of this.
- Time to raid Vodka.
- Equip the MP5 and kill all four of his gangsters while they're watching television.
- Turn to the right kill and the man who runs out the double doors to the right. There are another two men in the kitchen. The counter provides good cover, but bullet time wouldn't hurt.
- There's four bottles of painkillers on the medicine rack in back. You'll need them.
- YouTube: Max Payne 2 - Part III, Chapter 2 - On A Crash Course (PC) (Time: 7:48)
- Run out the wood door to the left and take cover behind a pillar. Four gangsters are here. One in front of you, one above, and one on both sides. Use the scope on the MP5 to shootdodge to the left and shoot the man in front of you. Then ride the counter down to the left and snipe the man on the left. Use the tables for cover to snipe the one on the right. All that's left is the gunman above. Step out with the scope up and put a round into his head.
- It's time to climb the scaffolding. Go up the ramps and look at the double doors on the right. Two more gangsters run out the doors looking for you. Any of your guns should take them out quickly.
- Go through their door and take cover behind the boxes. Four gangsters should run forward. Just ambush them.
- Run through the next area and listen to the two men planning an ambush. Just watch the door to the left and shoot the gangster when he steps out to look.
- Charge in and kill the other by the door. There's painkillers on the floor and in the wall, so stock up and heal.
- Then go through the door. There isn't a cleaner in the front. It's a dummy rigged to a trap. Ignore it and run forward to kill the two gangsters in back.
- The other men usually set off the explosive trap at the front. So run back and take them out.
- Enter bullet time as you walk past the hole. Shoot the first man by the hole and then the snipe the man on the stairs to the right. Crouch and snipe the next man across from you. Then cross the catwalk by running to the top.
- When you reach the other side, another three men run through the door below and near your starting point.
- The MP5 should be good for some headshots.
- Go to the bottom and run through the doors they came through.
- There's a cleaner and a gangster waiting behind the shelves in back. Run around with the Kalashnikov and take both of them out. Then turn around and shoot the next three men who run through the door in the middle.
- Go down the steps and come out into the parking garage. There are just three men and they're all distracted. Shootdodge forward and try to kill one or two before they notice you.
- Raid all the vans for ammo and painkillers. Once you've stocked up, turn and go up the stairs behind you. Two men are watching the doors along with two gangsters supporting them from the side.
- Turn and go up the stairs. There are two more men waiting in ambush behind the tables. Use bullet time to get the drop on them.
- Advance and take the first door down the hall.
- There will be at least one man in Vlad's office. If you kept Mike the Cowboy alive, he'll be here too for one last shootout. They're both just watching the answering machine though, so you should be able to gun them both down before they can turn around.
- Enjoy the cutscene and the vindication.
-
A Mob-War
- Max makes a stellar entrance as usual. Three cleaners want to come in and "rescue" their downed man. Give them a good surprise.
- Run out to the apartment area and put your back against the wall with a view of the door. Shoot the two commandos as they charge in. A third comes down the stairs. Shoot him.
- Go up the stairs and go to the left. Head through the apartment to the balcony closest to the gunfight. Two commandos are shooting at three gangsters. Just wait a second and clean up the survivors.
- Shoot the gas can on the fire escape above you. This knocks down the ramp to get you to the next level.
- Go up and through the room. Then turn to the right. Grab the painkillers from the room with the homeless man. Go through the door on the right to find another balcony.
- YouTube: Max Payne 2 - Part III, Chapter 3 - A Mob-War (PC) (Time: 5:34)
- Go across it to the next apartment and head up the stairs. One commando is falling back from three gangsters. Shoot the survivors. You have a good angle of fire up the stairs so it shouldn't be hard.
- Go back downstairs and kill the two gangsters walking up the next set. You can hear them talking as they approach, so just get ready and ambush them.
- The only way out is through the wooden paneled path to the left. Follow it out and take the green door to the right. Shoot the lone gangster in blue before you start platforming.
- Jump out the window onto the planks. Cross the beams on the boards and shootdodge through the hole across the street. Don't take too much time. Some gangsters get into a gunfight with commandos down the street and you don't want to get caught up in it.
- Go up a level and through the door to the right. You can hear the two gangsters trying to repeat your feat by crossing some planks.
- Shoot them both. You may want to go up to the next level via the stairs. There's a four bottles of painkillers in the bathroom past two gangsters.
- When you're ready, cross the planks they were talking about and go through the window across the street. Do it quickly to avoid the commandos on the street.
- Go through and grab the painkillers. Approach the black door for a cutscene. It seems like you have some allies for the moment.
- Note: These are three bad guys. They will turn on you at the end of the street when the next gangster reveals your identity. Do not worry about them. Just keep this in mind.
- Let the three gangsters lead the way while you stay behind cover. They'll kill the first three commandos and charge to the end of the alley.
- Two waves jump over the wall at the end. Three commandos first, followed by two more.
- Turn the corner and two more run out from the alleyway. There's another gangster with a shotgun ahead. He'll expose you if you still have any allies.
- Go through the green door and out to the street. Shoot the red barrels in front of the van. The explosion should kill all but one of the commandos. Pick the survivor off and watch the cutscene.
-
Dearest of All My Friends
- Vinnie is in a "unique" predicament. You need to keep him alive.
- Three men come in from the two windows to the left and a fourth comes through the door on the right. Shoot all of them and use the boards for cover.
- Run back into the room Vinnie's in to get a bunch of M4 carbine ammo. You'll need it.
- More men coming over the wall. Go out a window or through the office to get to the lot. Then take cover behind a car and shoot the gangster on the wall. Wait and kill the next four men who kill over the wall.
- Tip: Use bullet time and rake gunfire across them while they drop down.
- YouTube: Max Payne 2 - Part III, Chapter 4 - Dearest Of All My Friends (PC) (Time: 10:49)
- The next wave is usually right after a garbage can flies into the air. Four commandos climb over the left wall and then two more climb over the one to the right of the gate. Keep moving and shoot them.
- Vinnie calls out when you're done. Move through the office and follow him through the big doors to the storage room.
- Two men drop in from the window on the left. Shoot them in the head before they stand up from the fall.
- Follow Vinnie and watch his pathetic attempts to squeeze through the door. New plan.
- Turn around and shoot two more commandos as they drop through the middle windows, but watch the exit door Vinnie tried to go through. Two more commandos run through it and make a beeline for Vinnie.
- Once they're all dead, follow him to the next door.
- This is another tough part. Save if you can.
- Grab the painkillers on the wall and start healing. You can ride up in the elevator with Vinnie, but you are a sitting duck if you do.
- The better choice is to run halfway up the stairs and watch the double doors by the elevator. Shoot both of the men who come through the door. Vinnie's safe now. Run up the stairs and wait at the top. Another eight men will come in two waves. Just stay at the top and ambush them with Molotovs and your best assault rifle.
- Once they're all dead, go through the double doors into Vinnie's apartment. You'll know if there are more out there, because Vinnie will stay hidden by the door.
- He should move forward and watch the television once you're safe.
- Search the cabinets by the door for M4 ammo and painkillers. Go around and get more painkillers from the cabinet behind the bar.
- Check the answering machine by Vinnie's bed for a little back-story on his hopelessness. It seems that the mob won't support him any more.
- Watch the back balcony and approach the steel paneling. You should hear some commandos working. Wait for them to pull the panel away or just shoot the panel by the light.
- Shoot the commando on the balcony and use bullet time to clear out the two on the street below. Turn around and kill the other three men who come out of the van as Vinnie makes a run for it.
- Tip: A Molotov in the back of a van is a quick way to kill those commandos.
- Get in front of Vinnie. Three commandos jump out of a van while another guards the wall.
- Three more jump over the wall as Vinnie gets the door open. You can use shootdodge to handle them here or fire from the garage.
- Tip: Do everything that you can to draw fire. If they shoot Vinnie a few times, he'll die and blow up.
- Go into the garage and head up the stairs. Wait for Vinnie to get onto the car and push the button to raise the car. Duck behind the wall. Vinnie will be behind cover before the four commandos in the van get it.
- Step out to draw their fire and hide behind the wall again. Pop each of them in the head as they round the stairs.
- Lag behind Vinnie and wait near the stairs down. Four commandos come after him. Gun them all down from the cover of the stairs and follow Vinnie to the van.
- You drive away to end the level.
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A Losing Game
- This is another fire dodging level. Mona needs to find Max as soon as possible.
- Go forward and to the right.
- Duck down the stairs and jump into the hole next to the stairs.
- Run forward and up the new ramp. Just keep going through the wall as it collapses.
- Drop down and zigzag through the fire. You may have to shoot a few barrels to knock a hole in the funhouse wall.
- Go through the hole past the flamingo into the funhouse. The wall to the left collapses as you run. Ignore it and run up the pillar. Shootdodge onto the roof of the fun house to bypass the fire.
- YouTube: Max Payne 2 - Part III, Chapter 5 - A Losing Game (PC) (Time: 3:35)
- Run forward and drop off to the right to get to the next part.
- Move forward and duck out back into the open area. Run to the left until the big tank stops rolling. Go around it to get to the medicine cabinet on the left.
- Then break the glass and pull the fire alarm to set off the sprinklers and kill the fire ahead.
- Go forward and notice the electrified stairs. You need to kill the auxiliary power.
- Turn to the left and run forward. Avoid the falling boxes then keep moving. Press the red button to kill the power. The lights flicker but come back on in a second.
- Go up the stairs and zigzag forward to Vinnie's body.
- Go past the body and through the rubble. Get unto the catwalk and up the stairs. The path ahead is still out so turn around. Go through the open door to Mona's apartment.
- Watch the cutscene.
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There Are No Happy Endings
- Go forward and look at the your body on the ground.
- Watch Bravura crash and then head to the red door to the lineup room and watch your dark side shoot at you.
- Chase him out into the hallway and follow him down the halls of your apartment.
- Continue straight ahead and pass the cleaner. You get shot again, but it doesn't matter. Keep following him.
- Go all the way down the strange hallway and go to the right of the white door at the end. Go straight ahead and through the next puzzle hallway to the door right across from the first one.
- YouTube: Max Payne 2 - Part III, Chapter 6 - There Are No Happy Endings (PC) (Time: 4:52)
- Walk down the hallway and then into the room with three doors.
- The one to the right is a mirror and the one to the left leads to a mirror.
- The one straight ahead takes you out. Follow it straight ahead and just keep going forward until you see Mona and get the cutscene.
-
Love Hurts
- This is the end game. Just one chapter left.
- Stay behind the van. Mona will snipe the first guys on the ground.
- After she leaves, advance to the second van by the doors. Snipe the two commandos on the second floor, then shoot the cleaner who comes through the double doors.
- Loot all the ammo and painkillers from the vans outside and head through the double doors.
- Note: The double doors lock permanently. If you are outside when they lock, you have to restart. Stay inside.
- YouTube: Max Payne 2 - Part III, Chapter 7 - Love Hurts (PC) (Time: 10:20)
- Shootdodge forward and kill the commando on the steps. Then run up to the door.
- The whole roof is going to explode in a second. Stand right in front of the door. Wait for the first part to collapse on the lower floor. As the ceiling above you collapses, shootdodge forward to the entrance and wait out the rest.
- Shoot the commando who rushes the door, then charge ahead and snipe the guy by the piano.
- Turn to the right and go through the glass door to the outside. Shoot the commando on your level and shoot the 2 men on the balcony.
- Wait for Mona to run out and kill the two commandos on the roof behind you. The shutters open at the end of the cutscene.
- Turn to the open shutters. Two commandos are in the wing. Using the fountain for cover, shoot them in the head with whatever gun is available. It's an easy shot through the glass.
- The wood door to the wing is locked, so go through a window on the ground.
- Head down and go to the right through the door. Keep going all the way into the library.
- One commando swings around behind you on the ground. Another drops down onto the bookcase. Shoot them both and head into the center to pick off the third guy on the balcony.
- When he dies, Mona starts chasing a commando through the balcony. Take cover by the room's entrance until Mona kills all the commandos.
- When she's done, she'll talk to you as two men burst through the door. Shoot them both using the bookcases for cover.
- Go through the door and duck to the left. Three more commandos are coming to through the door ahead. If you have the MP5 it's still easy. Shootdodge into the hallway again and put a line of fire across their heads.
- Tip: There are some painkillers in the wardrobe by the door.
- Go forward into the next combat room. There are gas cans and marble tables everywhere, so just keep moving and firing.
- There's too commandos on the ground and two commandos on the balconies. Mona will probably handle the balconies before you though.
- Three more men charge through the door at the back, but again, Mona will take them out quickly. You can help if you want of course.
- Charge forward again.
- The stairs are tough. Try to pull off a cool move to start it. Shootdodge in front of the stairs and get a headshot with the MP5 on the commando guarding the stairs.
- They also drop a grenade, so run to the right side of the stairs for cover. Turn and look to the top of the stairs. Shoot the other commando.
- If you are lucky, the last three will charge down the stairs after you. Pick them off from your cover.
- Otherwise, you'll have to charge the stairs and hope you make it. They have the stairs covered well and you will have a lot of trouble not getting killed while taking them out.
- Once they're dead, go up the stairs and to the left. The farthest door leads to the security room. Loot the cabinets for painkillers and ammo and then watch the video. Woden's locked in the panic room, so that's your goal.
- Go out the back door and move ahead. Three gunmen are waiting on the other side of the door in front of you. One will probably open it. Shootdodge into them with the M4 blazing.
- Three more commandos on the floor with good weapons. Do a bullet time charge down the stairs. You're almost done with the level, so don't worry about ammo conservation.
- Once these three are down, one more runs down the stairs. Ambush him.
- Grab the painkillers from the pile of rifles and go back up the stairs and through the door.
- Mona is here again. She'll take care of everything on here side, and you're already clear. Let her charge forward, then go through the door on your side.
- One commando is on your balcony, but he'll be shooting at Mona. Kill him while he's distracted. Charge ahead to the next balcony. Mona should take care of everything. Again, just a few thugs.
- Turn left and go down the hallway. Just burst through the door to the outside and finish the fight.
- The two commandos should already be firing at Mona. Shoot them quickly while they're distracted. Then do a bullet time charge down the stairs to kill off the few survivors on the floor.
- Watch the cutscene to be reminded that the light at the end of the tunnel is sometimes just the next train coming through.
-
That Old Familiar Feeling
- Time to make Vlad pay. You've only got a Desert Eagle to start with though.
- Shootdodge through the door and kill the bodyguard. Ambush the second guard who rounds the corner. Watch the explosives to see if they start beeping. Once they do, run back to the freshly fallen panic room and run inside.
- Press the button to close the door. Pick up all the painkillers and heal up as you wait 10 seconds for the explosion to settle.
- Run out and grab some free weapons from the dead guards. Look down the shaft to the right and shoot the guard through the hole. Drop down but don't wait. They drop explosives down the hole after you, so I advise you to jump into the next room.
- There are just two guards here. Shootdodge forward for headshots.
- YouTube: Max Payne 2 - Part III, Chapter 8 - That Old Familiar Feeling (PC) (Time: 10:48)
- Note: There's a box full of Kalashnikovs here if you want them.
- Move forward to open the door, but shootdodge backwards to avoid Vlad's gunfire.
- Go into the room and go up the stairs. Wait for the falling ceiling to take out the path, then shootdodge across the gap to follow Vlad.
- Shootdodge around this corner to kill the two commandos charging towards you.
- Go through the door and look under the stairs. There's one commando waiting to catch you in a trap. Shootdodge forward to kill him now.
- Go up the stairs and immediately run forward and up the stairs. You are standing on a trap of ammo and explosives and both guards throw grenades. Charge the landing and kill both guards. Then wait out both explosions. Look around the corner to shoot the next commando as he destroys the barricade of chairs.
- Move up and pop the last one in the head.
- Just wait and heal now. You can't shoot through the glass so listen to Vlad talk.
- Once the glass lifts, charge forward and shootdodge into the room. There are just the two guards in here.
- The one in front of you should be an easy headshot over the desk. The other is next to an ammo box. It's your call.
- Press the answering machine to listen to Alfred's voicemail while you loot all the guns and painkillers from the stockpiles. It seems that Vlad had a bit of an inferiority complex toward his mentor.
- Press the button to call the elevator down. Get in and switch to a good weapon. The M4 should have plenty of ammo now.
- Ride the elevator up and stand to the side. Shootdodge to the right and press against the bookcases. Kill the two men on the floor with gunfire and wait. See if you can angle the camera up to look at the balcony.
- The reason for this is Vlad. He's waiting by the door above the elevator and he does a ton of damage. Just wait for a few seconds until he retreats. Then jump out and shoot the commando left on the balcony.
- Grab the painkillers from the box beside the bed. Then open the door to the stairs and the wheelchair lift.
- Shootdodge in and shoot a Vlad to make him jump away. Then press the button to call the lift down.
- Vlad will jump back out to shoot at you. Fire a few rounds at him to quickly make him retreat. He does a lot of damage at a high rate, so be on your toes and heal often. You should have plenty of painkillers.
- Vlad will now grab a metal cabinet and work it across the floor to push the return button. Push the call button again and he'll give up. Look up and shoot the commando that rushes through the metal door.
- Just crouch and keep Vlad suppressed while the lift lowers. Get back in the lift and press the panel to make it rise. The boards provide good cover, so just wait as it rises to the top.
- Vlad will fire one final salvo and retreat, sending in two more guards. Pick them off from the cover of the lift.
- Prepare yourself for the final fight, and go through the metal door.
- Vlad takes to the lighting box with a full load of dynamite.
- Your goal here is to knock his box down so you can get a shot at him. The MP5 is good at this, if you still have ammo for it. The M4 works just fine too.
- Look up at the box and not the big orange bars. Aim at the end of one of the bars and shoot it. This should knock it loose.
- Rinse and repeat while dodging Vlad's dynamite. You should have enough time to jump away before they hit and explode.
- I think you only have to knock out three, as the fourth will give way under the stress.
- This just drops Vlad lower to the ground though. You really have to watch out for the dynamite because it has less distance to travel now.
- Run around in a circle again. Look up and note the small orange bars holding the big metal piece up. Put two shots into one end to knock them through and set the restraint loose.
- Rinse and repeat for the other three. Just keep moving and you should avoid all the dynamite.
- This is the end. Vlad is now desperate and vulnerable. Switch to the M4 and run around while watching the top of the skylight. When he approaches the edge, start shooting and don't stop until he dies.
- Enjoy the ending.

