'''The spoilers were like an old road map, the blood of my wife staining the grids. I could see some of them, but others were a blur, lost beneath crimson smudges. I guess there are things one can't know everything about. Ruins the fun of experiencing it.'''

[[foldercontrol]]

!!Playable characters

[[folder:Max Payne]]
[[quoteright:212:http://static.tvtropes.org/pmwiki/pub/images/c72480ad10a762369a89ef3171fdacae.png]]
[[caption-width-right:212:[[labelnote:Click here to see Max in the first game]]http://static.tvtropes.org/pmwiki/pub/images/6441a753cce5faf11afb55930b0f84df.png[[/labelnote]]]]
[[caption-width-right:212:[[labelnote:Click here to see Max in the second game]]http://static.tvtropes.org/pmwiki/pub/images/8c0817a338b919b6d92a8612f4571fd7.png[[/labelnote]]]]
->'''Voiced by:''' James [=McCaffrey=]

->''"There was no glory in this. I hadn't asked for this crap. Trouble had come to me, in big dark swarms. The good and the just, they were like gold dust in this city. I had no illusions. I was not one of them. I was no hero. Just me and the gun, and the crook. My options had decreased to a singular course."''

The titular protagonist. A former NYPD detective and DEA Agent, his wife and daughter were murdered by junkies three years prior to the events of the first game. This causes him to go undercover hunting for the source of the drug, 'Valkyr'. In the second game, he returns to the NYPD and crosses paths with Mona Sax, an assassin that he falls in love with. Three guess as to how ''that'' went. The third game takes place a decade later, with Max having left the NYPD to pursue a life in private security in Sao Paulo, Brazil. As with most of his career moves, it ends only in blood and tears. (Emphasis on the former.)

* TheAlcoholic: Jim Bravura believes he is one in the second game. But Max first truly becomes this by the time the third games comes around.
* AntiHero: Max is quick to resort to gunning down anyone in his path, will engage in morally dubious acts to pursue his man, and will never give up until he dispenses nine millimeter justice to them. But he only targets those who deserve it and is still a true cop at heart, protecting innocents, upholding morality and honor, etc. He's also fully aware that he is by no means a hero, in no small part because of how many lives he's taken without hesitation.
* ArtEvolution: In the first game Max's character model was based on writer Sam Lake, in the second professional actor Timothy Gibbs provided the appearance and motion capture, and in the third game his appearance was based on his voice actor, James [=McCaffrey=].
* AwesomeMcCoolname: "Max Payne" indeed. Characters are well aware of it and will comment on it.
* BackToBackBadasses: Max rose though the NYPD with the help of Alex Balder, a DEA officer and frequent sidekick (as shown in their gun-waving photo-op). Alex would frequently try to tempt Max into becoming his partner full-time, but no way was Max going to trade a desk job for [[{{Irony}} working undercover in some dive]]. Once Max's family is killed by junkies, however, he grimly accepts Alex's offer to transfer over. We don't see much of Alex in person, but it's clear that Max valued their friendship greatly, recalling their times together while in a hellish Valkyr-induced stupor:
-->"Alex and I had a few moments of glory between us. Crime fighting comrades, the best in NYPD-DEA collaborative team. Good-hearted macho bullshit like that. I would have given anything [[TearJerker to have him here as my backup]]."
* {{Badass}}: Max spends most of his time doing one of two things: [[HeroicSelfDeprecation Tearing himself down]], and [[OneManArmy tearing other guys to shreds]].
* BadassBeard: Gradually grows one in ''3'', starting out as a BeardOfSorrow.
* BadassInANiceSuit: If you're going to act as bodyguard to the rich and famous, you need to look the part. (Needless to say, [[DoomedNewClothes his suit gets trashed]].)
* BadassLongcoat: Max's trademark attire is a black leather coat, often a little longer than waist-length. In the third game, he says he wears it because blood doesn't show as much on black leather.
* BaldOfAwesome: Throughout part of the third game.
* BecauseImGoodAtIt: Why Raul comes to Max with an offer. It's work that only a guy like him can do.
* BecomingTheMask: Max dreads turning into a violent killer like the mob he's infiltrating, and later the "rent-a-clowns" who have their boots on the necks of the poor in Brazil.
* TheBerserker: Hinted to be the source of Max's power - his rage and thirsty for vengeance. However, he still has the bullet-time ability in the scenes leading up to his wife's murder. Maybe he picked up that ability dodging his father's thrown beer bottles.
* BloodKnight: Max becomes this after his wife and child's death. It takes him til ''3'' to fully accept it, though.
* BrooklynRage: Although Max's rage is of the TranquilFury variety, there is a ''lot'' of hatred boiling under that coat.
* ByronicHero: Max hits a lot of the criteria, being extremely cynical, moody, self destructive, haunted by a DarkAndTroubledPast and also sports an incredible drive to accomplish whatever goal at hand, even when he thinks it may all be for nothing.
* TheCallKnowsWhereYouLive: You better believe it. His home and offices get trashed in every game! By the time Passos shows up to recruit him in ''3'', he's become ResignedToTheCall.
* CallingTheOldManOut: While he never did so vocally, the young Max, [[TranquilFury with no hints that he was kidding what-so-ever]], pointed a very realistic looking gun-replica at his father's head after his mother had been driven to an early grave due to his neglect and abuse, making it very clear what he thought of him.
* CartwrightCurse: Max believes himself to suffer from this. Between the fates of his wife and [[spoiler:Mona]], he doesn't really have that much room to doubt.
* ChronicHeroSyndrome: When pointed towards a case or a conspiracy, Max will ''always'' put his life on line and follow it through to the bitter end to ensure that JusticeWillPrevail, no matter how hopeless his odds are and how much he is going to regret it afterwards.
-->[[spoiler:Vlad]]: "What the fuck is wrong with you, Max? Why don't you just die? You hate life, you're miserable all the time, afraid to enjoy yourself even a little! Face it, you might as well be dead already. Do yourself a favor, give up!"
* CoolShades: Briefly in the third game.
* CowboyCop: In the first two games. Go ahead and cry "Police brutality," it won't make a difference.
* CutsceneIncompetence: He has his moments throughout the series, but this trope hits him worst in ''3''. Whenever he is out of the player's control, he manages to get disarmed, incapacitated, or forced into combat several times through his own clumsiness or impulsiveness. This comes to a head when he decides to storm a room where his principal, Fabiana is being held at gunpoint. [[spoiler: He is promptly disarmed, and Fabiana, shot.]]
* CycleOfRevenge: Max can't do much of anything without provoking a blood feud with ''somebody''. He managed to get into a shooting war with yet another New York crime family while sitting on a bar stool minding his own business.
* DarkAndTroubledPast: Max's father, Jack, was a [[ShellShockedVeteran severely traumatised Vietnam veteran]] who would constantly take out his frustrations out on his wife Helen and his son for what he considered weaknesses and lack of respect. It drove the former [[TheAlcoholic to the bottle]], which eventually killed her, and the latter openly fantasized about killing him.
* DatingCatwoman: In the second game with Mona. She's a fugitive wanted for high-profile murders, yet Max keeps in contact with her and working with her fully aware he ought to be arresting her.
* DeadpanSnarker: The very bitter kind of Deadpan.
* {{Determinator}}: ''Nothing'' stops Max, when someone has wronged him and needs justice done to them, as long as he is conscious and able to move, he will hunt them down and get his revenge. Other characters repeatedly lampshade that he never knows when to quit, and the irony that even though he's given up on his own life, he won't give up the chase.
* DrunkenMaster: The third game implies it pretty strongly. Max is even more of a badass when he's on the sauce than when he's off. Subverted later, though: as good as he is when he's drunk, he's much more focused and destructive when he's sober. Taking down Favela thugs while drunk is nothing compared to [[spoiler: utterly ruining an entire police station full of corrupt, heavily-armed and -armored special forces cops without missing a step]].
* TheDulcineaEffect: Don't hit women. You won't live long if he sees it.
* DyeOrDie: Before venturing into the favela, Max shaves his head as an admittedly feeble disguise.
* {{Expy}}: Loses his family. Uses military grade equipments. Slaughters wise-guys in dozens. Has ties with shady figures working for government. Can't stand women getting hurt. Max Payne or ''ComicBook/ThePunisher''?
* FailureKnight: The poor guy can just never, ever catch a break. [[FromBadToWorse It gets worse]] with every game, too. Even when he wins, Max never really wins.
* ForgetsToEat: Throughout the series, all we see Max eat or drink is coffee, beer, [[DonutMessWithACop old donuts]], and delivery pizza. He makes a few references throughout the series about not eating while he's working.
* GenreSavvy: Max knows how these sorts of stories go and his role in them, and sometimes compares himself to icons like Bogart or Sam Spade. However, when things ''actually'' begin to go like the stories, he isn't amused by it.
-->"Nothing is a cliché when it's happening to you."
* GuiltComplex: It doesn't help that half his friends betray him in each game, and the other half die messily.
* GunsAkimbo: A frequent style of Max's when he's using pistols or submachine guns.
* GoingColdTurkey: In the beginning of the first game he quits smoking. In the third game he has started smoking again on top of his alcohol and pain-killer addiction, but in the middle of the third game he decides to kick the bottle, and by the end of the game it seems that he has successfully quit drinking.
* HawaiianShirtedTourist: With no money or Passos to watch his back, Max's choice of disguises are limited. He reluctantly dons a luau shirt in the second of act of '' Max Payne 3'' (labeling it "ridiculous"). Max's gangster persona in the original game also wore a garish Hawaiian shirt under the black jacket.
* HeroicSelfDeprecation: An undisputed master of it. Every monologue Max has regarding himself is about how fat, depressed, weak or alcoholic he is. The third game also makes him proverbially kick himself for failing to protect to Borgia family, and how he can't seem to see what's going on around him.
* IconicOutfit: Max's trademark black jacket, tie and white undershirt with black pants is what he wears throughout the first two games, and he has them in flashbacks in the third. He ditches them when he moves to Brazil.
* ImportantHaircut: The story reason for why he shaves his head in ''3''.
* InexplicablyAwesome: In an ostensibly realistic FilmNoir-inspired series, we get absolutely no explanation as to how Max is able to do the things he does.
** Throughout the series, Max is shot up, blown up, drugged, set on fire, beaten, and falls several stories often to a hard landing. He usually just pops some painkillers and walks it off. In the third game he gets nicked by a sniper's bullet, and despite bleeding profusely he stays on his feet and walks (albeit pausing to rest a few times) a fair distance until Raul can patch him up, at which point Max seems just fine for the rest of the level. However, nothing tops the climax of the second game, where he ''gets shot in the head at point-blank range with a Desert Eagle'', and all it does is knock him unconscious. Within a few hours he's alive and ready to storm the final level full of dangerous commandos.
** Max's bullet time is explained to be a state of heightened senses brought about by focused adrenaline and concentration. Still, when Max can dive out a window and pick off multiple enemies in the head in midair, it's a bit of a stretch to attribute it to just that.
** There is a ''single'' thing in the series that may justify this -- in the first game, Max is injected with a strong dose of Valkyr, which is said to be a SuperSerum originally developed for the military. Given it's not ever explained precisely how Valkyr works, it's plausible it increased his durability and mental faculties.
* InkSuitActor: In the third game Max is not only voiced by James [=McCaffrey=], but his face is also based on him as well.
* InterfaceScrew: The camera in ''Max Payne 3'' is constantly flickering and throwing up bright sparks across your field of vision. This is because Max is either really drunk, hung over, or in detox during every single level in the game.
* JerkWithAHeartOfGold: He's a snarky, cynical, violent man, and even to his friends can be a dick. But in the end, Max is a good and decent guy and will always fight to bring the bad guys to justice and protect the innocent.
* JusticeWillPrevail: Max treats the idea that his [[RoaringRampageOfRevenge Roaring Rampages of Revenge]] can be considered "justice" or "heroic" [[HeroicSelfDeprecation with bitter scorn]]. Regardless, he has a very clear idea about what is right and wrong, and, when push comes to shove, an unwavering dedication to always do what is right despite how high the odds are stacked against him. It is arguably the main part of what keeps him from becoming a NominalHero.
* KarmaHoudini: After singlehandedly wiping out a New York crime family, Max has all charges dropped due to Alfred Woden's machinations. In the second game, after he shoots all the mobsters he missed the ''first'' time and kills his own partner, Max manages to make a strong enough case against the crooks that the NYPD pensions him off rather than prosecuting him. In other words, he's killed ''hundreds'' of people and he manages to skate. This trend continues for him in ''3'' after managing to [[spoiler:managing Victor Branco to justice]]. No concrete explanation is given as to how he managed go from [[WalkingDisasterArea shooting up half of Sao Paulo]] to kicking back on a beach in Bahia, but it's possible [[TheCommissionerGordon Da Silva]] had a hand in helping him along. Max lampshades his status as this in the start of ''2'', at the same time not appreciating it much.
-->" I had wanted to be punished for what I had done. But Alfred Woden had kept his word. With his influence, ridiculously, I had emerged from my history of violence unscathed, a hero. I didn't thank him. I couldn't stomach it."
* KnightInSourArmor: Some of the most sour to be found but he presses on in spite of it.
* LeeroyJenkins: WordOfGod states that Max aspires to be a deep thinker, but his plans invariably go awry. Strategic planning and common sense are not in his repertoire. However, when Max chooses to physically ''act'', he is nigh-invincible.
* LimitedWardrobe: Max owns, apparently, precisely one tie. The jacket was lampshaded during a gunfight; when Passos offers him a dead mobster's threads, Max sticks with his leather because it doesn't stain with blood as easily.
* LoveMartyr: Possible can be seen as this in the second game after he falls in love with Mona.
* MadeOfIron: Especially in the second game. Shot in the chest, the head, thrown out of a burning building he just ran through, standing next to explosives as they go off: guy just keeps on trucking. It's played with in terms of gameplay - Max is actually quite fragile ''in'' combat, and a shotgun blast or two can put him down even at full health. However, he does ''not'' actually receive medical treatment most of the time, when he's injured he just chugs a couple painkillers to keep himself moving. Thus, Max can take absurd amounts of punishment, just not all at once or it'll overwhelm him.
* MemeticBadass:[[invoked]] He becomes one in-universe after single-handedly gunning down the most powerful mafia family in New York. Come ''2'', the news that Max Payne is on the scene is typically cue for any bad guy with sense to piss themselves. Vlad introduces him as having "the biggest mobster body count ever."
* MightyWhitey: Max is characteristically glib about it ("a fat bald white guy with a bad temper"), but he's indeed a hero to the underprivileged of São Paulo. He smashed up the guerrillas who were oppressing them, the policia who were straight-up murdering them (and [[spoiler: harvesting their organs]]), and the politician who was exploiting them.
* MoralityPet: Ironically, he's Mona's.
* MyGreatestSecondChance: Max views every DamselInDistress he meets as this, which is tragic since they all die, too.
* NinetiesAntiHero: Brooding, snarky, utterly badass and unstoppable, has a tragic past, and kills anyone who crosses him as long as they aren't an innocent civilian. However, Max is actually a deconstruction of the archtype, and being that the first game came out at the turn of the millennium, it's likely intentional. He's such an emotional wreck he can't live a normal life, he laments that he so easily gives into murderous urges and guns down so many perps despite trying to be a good cop, and by the third game he's become an alcoholic addicted to painkillers. Max is essentially looking at most 90s anti-heroes and telling them that if a real person was that way, their lives would ''suck''.
* OneManArmy: Max single-handedly destroys mob families and mercenary armies in days, if not hours.
-->'''Nicole Horne''': "What do you mean, 'He's unstoppable'? You are superior to him in every way that counts. You are better trained, better equipped, you outnumber him at least 20 to 1. ''Do... your... job!''"
* TheOtherDarrin: Developer and scriptwriter Sam Lake was originally his model, followed by Timothy Gibbs. James [=McCaffrey=] (of ''Series/{{Viper}}'' fame) voices him in all three games, and was his motion capture actor in ''3''.
* PerpetualFrowner: Considering all the stuff that happens to him, he has a very long list of very good reasons to be one.
* PrivateEyeMonologue: Max narrates his own adventures.
* RealityEnsues: Max's substitute for health power-ups is painkillers. Come the third game, he's become addicted.
* RidingIntoTheSunset: At the conclusion of ''3'', Max kicks back and retires to the beach.
* RoaringRampageOfRevenge: In the first game, Alex's death sends Max over the edge, and he decides to wage a one-man war against the mob in retaliation.
* RuleOfSymbolism: The first game has a strong theme of Norse mythology. Max fills the role of a Berserker - fighters that used their incredible rage to become unstoppable in combat, and were said to be Odin's best warriors. Accordingly, Max is driven by his thirst for vengeance and is recruited by Woden to help fight Nicole Horne. For bonus points, the berserkers were said to wear no armor in battle yet were impervious to iron and fire, and Max goes the entire game in a leather coat and undershirt as all weaponry fails to stop him.
* TheStoic: Max is quite unflappable, and he rarely raises his voice, even in dangerous situations. He proves NotSoStoic he [[spoiler:confronts Neves with his organ thievery]] in the third game.
-->'''Max''': "[[spoiler:YOU'RE TURNING HUMANS INTO GLUE! THAT'S WHAT MY FUCKING PROBLEM IS!]]"
* SurvivorGuilt: Has this in spades, to the point that his self-blame for what happened to his family makes up the bulk of his nightmare sequences at certain points in the first game.
* TisOnlyABulletInTheBrain: In the second game, mirroring Mona's injury.
* TranquilFury: One of his trademarks: even when furious, he keeps his cool and remains stoic. He drops it more in ''3'' in favor of UnstoppableRage after [[spoiler:discovering the organ harvesting operation]]. When someone like Max Payne is thoroughly sickened by what he sees, you ''know'' you've gone too far. He ultimately ends up killing ''everyone'' involved. And even for him, that's saying something.
* TurnInYourBadge: Without Woden to protect him, Max finally gets the boot in the aftermath of ''2''. It doesn't help that the press keep accusing him of the murder of [[spoiler: Winterson]], so Bravura and Max decide it's better for Max to retire.
* VigilanteMan: Max tries to obey the law, he really does. But the villains invariably don't play by the rules, so when push comes to shove neither does he. He stops short of turning on the cops, however. [[spoiler:Save for ''3'', but in that case the cops are corrupt anyway.]]
* WalkingDisasterArea: Summary of each ''Max Payne'' game: Everybody dies, except Max Payne. And a few locations along the way are probably blown up or set on fire. He's quite aware of it; the message "Everyone I touch dies" is scrawled on the monster-ridden cellar of his brain. Max's boss in ''3'' is hip to his reputation. "Max, try not to [[TemptingFate completely destroy the place]]?!"
* WeaponOfChoice: Max's weapon of choice is the Beretta 92F, of which he usually carries two. In Brazil he transfers to the Brazilian copy, the Taurus [=PT92=].
[[/folder]]

[[folder:Mona Sax]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/e3247528e7748b9a4a8b186a83cf4ce2.png]]
->'''Voiced by:''' Julia Murney (Max Payne), Wendy Hoopes (Max Payne 2)

->''"Relax, Max. You're a nice guy. I don't kill nice guys."''

The sister of Lisa Punchinello, wife to Angelo Punchinello, head of New York's largest crime family. She's also an assassin working for the Inner Circle, and Max's equal in combat. Over the course of the second game, she falls in love with Max.

* AnotherSideAnotherStory: During ''2'' she becomes playable for a part of the game that shows her side of her and Max's exploration of the cleaner base. It's also made clear during the rest of the game she's out there and active doing things Max doesn't know about.
* BrokenBird: "Something" happened to Mona to make her the dangerous assassin she is, but she copes with it.
* TheCameo: Appears very, very briefly in Max Payne 3 as an easter egg on It's Drive Or Shoot, Sister- should you watch TV on that level, after newscast, there's an ad for Hotel Mona, with Mona's voice actress saying "An unforgettable place to stay". Max immediately turns the TV off.
* CreepyTwins: She and her twin sister, Lisa Punchinello. Lisa is also implied to be a psychic.
* DarkActionGirl: She's badass, dresses in black, and racks up a body count to rival Max's.
* DistaffCounterpart: She's a {{Foil}} to Max, an assassin with a conscience to Max's CowboyCop.
* TheDragon: To [[spoiler:Alfred Woden]], being his chief enforcer and assassin.
* FemmeFatale: Directly called one by Max. She's beautiful, but she'll kill you if you wrong her.
* HitmanWithAHeart: She doesn't kill nice guys; that includes Max. [[spoiler:When she finally pulls a gun on him at the end of ''2'', she can't bring herself to do it.]]
* KilledOffForReal: [[spoiler:Despite surviving in the hardest difficulty level in the second game, she dies in the canon ending.]]
* MadeOfIron: Like Max, when she's playable she can take a lot of bullets before she drops.
* TheOnlyOneAllowedToDefeatYou: She spiked Max's drink with Valkyr to prevent him from killing Angelo first. Unluckily for Mona, she got got caught and thrown in a torture chamber, albeit only briefly. Then, Nicole Horne muscled in and killed the mob boss before either of our heroes could do it.
* PolarOppositeTwins: As evidenced by a family photo.
* ProfessionalKiller: Of the assassin variety.
* SchrodingersCast: [[spoiler: ''Beat Max Payne 2'' on "Dead on Arrival" difficulty level and she survives, but in the other endings she dies. ''3'' establishes she canonically died.]]
* TisOnlyABulletInTheBrain: In the first game she gets shot in the head but her body mysteriously disappear. She is shown to have survived in the second game, but the details on how, remains rather vague. [[spoiler:Following her death]], Max comments on the bullet "coming to the end of its slow-motion journey."
* WeaponOfChoice: In both games, Mona's default weapon is a Desert Eagle.
* WifeBasherBasher: Set out to brutally kill Punchinello in retaliation for beating her sister. She even drugged Max rather than risk him [[TheOnlyOneAllowedToDefeatYou beating her to it]].
[[/folder]]

!!The New York Mafia

[[folder:Angelo Punchinello]]
->'''Voiced by:''' Joe Ragno

The head of the Punchinello Crime Family, the top mafia family in New York during the first game. The Punchinellos control the distribution of Valkyr, a designer drug in high demand.

* AintTooProudToBeg: Once Max shows up in his office inside his mansion, the Don pleads with him to be spared. [[spoiler:He then tries the same with Horne's mooks.]]
* AnOfferYouCantRefuse: When we meet him at last, Angelo pleads on the telephone for someone to come rescue him, but Max is already at the door. Angelo cries that wasn't his choice to frame Max; someone ''way ''more powerful than the mob wants Max's investigation closed, and he claims he couldn't refuse them.
* BaitAndSwitchBoss: When you arrive at the door to his office, you're probably gearing up for a fight with a tough boss. Turns out Angelo is a coward and doesn't even lift a gun to defend himself. Then [[spoiler:Horne's goons bust down the door, kill him, and suddenly you're facing three EliteMooks with one of the best weapons in the game in a small room with nowhere to hide.]]
* BigBad: He's initially presented as the main villain of the game. When you finally confront him, you find out [[spoiler:he's just TheDragon to Nicole Horne.]]
* DirtyCoward: Without his men to back him up, Angelo's real persona is actually a feeble, helpless old man. He even tries to run away [[spoiler:when Horne's hit squad arrives]], but does not succeed.
-->'''Max:''' He was trying to buy more sand for his hourglass. *[[DramaticGunCock click]]* I wasn't selling any.
* DiscOneFinalBoss: Disc 2, more like. When Max finally confronts him, it turns out something bigger is brewing.
* TheDon: Of TheMafia.
* KilledMidSentence: "[[BigNo No!]] I told him nothing--"
* ThePawn: [[spoiler:He's just Horne's puppet to spread Valkyr.]]
* TheUnfought: He falls to pieces and pleads for his life the moment Max enters his office, and is [[spoiler:mowed down by Horne's mooks shortly after.]]
* TheUnseen: Max (and the player) doesn't see him until the end of Part 2, up until then he's just a voice in a telephone or a narration over his letters to his underlings.
* YouHaveOutlivedYourUsefulness: [[spoiler:After he has thrown every he has at Max, and failed to kill him, Horne pulls this on him]].
[[/folder]]

[[folder:Jack Lupino]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/29e9af37c6dcbd451c623c09ce79daa1.png]]
->'''Voiced by:''' Jeff Gurner

->''"The flesh of fallen angels! Come to me, all!... Astaroth, Beelzebub, Asmodeus, Baphomet, Lucifer, Loki, Satan, Cthulhu, Lilith, Hela! Blood to you all!"''

A high-ranking lieutenant in the Punchinella Crime Family with some serious issues. He's used so much Valkyr it's permanently twisted his brain, making him a psychotic occult fanatic that conducts his rituals in the back rooms of his nightclub, Ragna Rock.

* AdaptationalBadass: In the film, he's mentioned to be a former army sergeant.
* AxCrazy: Lupino's always been something of a nutjob, which is made worse with his use of Valkyr.
* BadBoss: Does things like shoot underlings because he wants to see what their brains look like splattered on the wall.
* BaldOfEvil: He has a shaved head, and is one of the most deranged men Max ever comes across.
* DiscOneFinalBoss: Defeated at the end of Chapter 1, but he's just a lieutenant in the mafia; Max later reflects it was a waste of time aiming for him when Punchinello is TheDon.
* FeelNoPain: He's so high on Valkyr, you have to pretty much reduce him to pulp before he finally falls. Max even [[ThereIsNoKillLikeOverkill unloads an entire mag of his Beretta into him after he finally does go down]], just to make absolutely, positively sure he won't come back. [[spoiler:After you find out Valkyr is a SuperSerum that wasn't quite perfected, it makes sense while the jumped-up Lupino is so tough to take down.]]
* LargeHam: He never stops shouting his insane declaration "I HAVE TASTED THE FLESH OF FALLEN ANGELS!"
* MeaningfulName: He declares himself "The Wolf" due to his last name.
* NoIndoorVoice: He's so loud Max can hear him clearly down the halls from his ritual chamber.
* ShotgunsAreJustBetter: He wields a sawed-off shotgun.
* TalkativeLoon: He's fully insane and very eager to share his revelations.
* TattooedCrook: He has a flame emblem tattooed over his left eye.
* WrongGenreSavvy: He's fully aware of all the Norse symbolisms going on and thinks it's all real. Thus the winter storm going on is the actual Ragnarok, and he is the Fenris Wolf marked to help usher in the end of the world. However, it's not real, he's just ''really'' crazy.
[[/folder]]

[[folder:Vinnie Gognitti]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/344422512060e2b93ba201bd520916c2.png]]
->'''Voiced by:''' Joe Dallo (Max Payne), Fred Berman (Max Payne 2)

->''"Well, that was fun... in a fuckin' terrible, sick, not-at-all-fun kinda way."''

A mid-level, high-strung Mob boss under Lupino that Max is forced to deal with. Max reflects that Vinnie has the brains to run the business, but is a coward with no guts to back it up. After being left to bleed after a shootout with Max in the first game, he returns in the second game, where he is now the leader of his own gang, and is the process of waging a war against Vlad and his men.

* ArtEvolution: While all the characters got an appearance shift between games, Vinnie is almost unrecognizable, going from sunglasses and a nice suit to a sports jacket with gold chains. He looks much younger as a result.
* BigBadWannabe: Vinnie wants to be a big-time gangster, but is too comical to take seriously and too ineffectual to be a real threat. In ''2'' he's just a distraction from the real villains, the Cleaners.
* ButtMonkey: Vinnie pretty much exists to be humiliated.
* ClusterFBomb: The games and their casts are not shy about swearing, but Vinnie takes it to a new level.
* CompositeCharacter: With himself in ''3's'' multiplayer. He has the voice actor of ''2'', but is designed after his appearance in ''1''.
* {{Determinator}}: Despite getting shot in the stomach by Max, he manages to run across several rooftops, hop a train to a new part of town, and then run some more across more rooftops, clutching his bloody stomach all the way.
-->'''Max''': "I don't know about angels, but it's fear that gives men wings."
* DirtyCoward: He runs from Max when confronted and is quick to flee if things turn against him.
* EnemyMine: In ''2'', he and Max reluctantly team up to fight the Cleaners.
* EscortMission: What the above trope amounts to. Vinnie is [[spoiler:stuck in his mascot outfit]], so he can't get through normal doorways or wield a gun. The level amounts to Vinnie hiding while Max clears the way for him to follow.
* GoshDangItToHeck: In the first game, Vinnie curses a lot but uses only "soft" curse words. He gets over it by the second game.
-->"Payne? Freakin' Fed! I knew from day one there was somethin' screwy 'bout you! Waddya think yer doin'? Yer a freakin' cop. Ya ain't got squat on us."
* NerdInEvilsHelmet: He is a fan of ''Captain Baseball Bat Boy'' and has his apartment decked with merchandise from the show. [[spoiler:Vlad uses this to humiliate him before killing him.]]
-->'''Vinnie''': "What? I'm a collector! There's nothin' nerdy about it, I'm a collector! Lots of tough guys are into this stuff!"
* NotQuiteDead: Max leaves him bleeding in an alleyway in the first game, but Vinnie returns for ''2''.
* NumberTwo: He's Lupino's right-hand man.
* TookALevelInBadass: Come ''2'', he's at a higher position in the mob than the first game, and is not quite as cowardly. He also uses stronger language than before.
* WeCannotGoOnWithoutYou: In ''2's'' EscortMission, if Vinnie dies [[spoiler:the bomb in his costume explodes, killing Max]]. There's no reason for this in terms of story, it's just there to give a reason why Max doesn't just ditch him and run for it.
* WrongGenreSavvy: When Max confronts him, Vinnie assumes he can't do anything since Max has no hard evidence and cops can't shoot mobsters without cause. Trouble is, Max is done playing by the rules at that point, and shoots Vinnie in the gut.
[[/folder]]

[[folder:Frankie "The Bat" Niagara]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/c1643fae44096c13202873b28255ce9d.png]]
->'''Voiced by:''' Bruce Kronenberg

->''"I love to watch cartoons. Cartoon violence's a fascinatin' thing."''

An assassin hired by the Punchinellos to hunt down and kill Max. Has a love of violent comic strips such as Captain Baseballbat-boy.

* BatterUp: The baseball bat is his weapon of choice.
* BondVillainStupidity: Not only does he leave Max alone with no one watching him and his baseball bat next to him, but Max is only tied up to a ''wooden'' chair. Not surprisingly, the second Frankie leaves the room, Max smashes the chair, grabs the bat, and starts fighting his way out.
* BullyingADragon: Max makes fun of him despite being tied to a chair while Frankie has a baseball bat slung over his shoulder. For his trouble, Max gets the bat across his skull a few times. Max lampshades though that it didn't matter, Frankie was gonna do it anyway.
* FauxAffablyEvil: He talks friendly with Max, but only about violence and how he loves it.
* GunsAkimbo: Though he loves his bat, Frankie's also not averse to dual wielding MAC-10s.
* HoistByHisOwnPetard: He leaves his baseball bat in the room when he leaves Max, and Max takes it as his first weapon to fight off his goons. And though it's a bad idea, you can kill him using it later in the level.
* NerdInEvilsHelmet: He is a fan of Captain [=BaseBallBat-Boy=].
-->'''Frankie''': "Nothin' wrong with a little laugh now and then."
* ProfessionalKiller: Of the hitman variety.
* PsychoForHire: He's clearly unhinged.
[[/folder]]

[[folder:The Trio]]

Vince Mugnaio, Pilate "Big Brother" Providence, and Joe "Deadpan" Salem. The Don's notorious henchmen, a trio of killers that guard him at his mansion.

* AxCrazy: They get ''real'' enthusiastic when they get to kill someone.
* ClimaxBoss: Max squares off with them at the end of Part 2, when the plot takes a swerve.
* TheDreaded: Whenever "The Trio" is mentioned, even the mafia goons themselves take it seriously.
* MauveShirt: They have enough story role to be more than just some anonymous henchman, but don't appear enough or do enough to really stand out as characters. They don't even appear in any cutscenes.
* {{Professional Killer}}s: All three of them are hitmen, and vicious ones at that.
* PsychoForHire: As a running theme of Punchinello's enforcers, the three of them are crazy.
* TokenMinority: Pilate is the only African-American ranked member of the mafia.
[[/folder]]

[[folder:Rico Muerte]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/c13a19145da01be7240ead22ab93d0f7.png]]
->'''Voiced by:''' Joe Maruzzo

A hitman hired by Punchinello to oversee a Valkyr deal going down in Lupino's hotel. He meets his end at Max's hands at the hotel bar soon after servicing Candy Dawn.

* AxCrazy: While not as nuts as Lupino or the Trio, Rico does have his moments, such as strangling two mad dog killers to death with video game cables because he was depressed after watching them settle their differences with a fighting game instead of murdering each other like he'd hoped they would do.
* DirtyCoward: He runs from Max when Max arrives. However, it may have less to do with him being cowardly than him being literally caught with his pants down, unready for a fight.
* InterruptedIntimacy: Max walks in on him with hooker Candy Dawn, and the ensuing fight takes place with Rico's pants down around his ankles.
* MoreDakka: He fights using an ingram (read: an uzi), the first instance of such in the game.
* NiceJobFixingItVillain: Max finds Rico hiding out in Lupino's hotel, and reflects they never had much to connect Punchinello to Valkyr; all the tracks ended at Lupino. Rico left a signed letter from the don in his room, telling him to go help Lupino out with a hit, finally implicating Punchinello. Subverted in that Max throws the letter away since evidence isn't much use to him now.
* NoodleIncident: Punchinello mentions he was involved in some business in Chicago that went south, and he's in hiding in New York. A news report mentions he's a murder suspect for some killings done down there, but that's it.
* ProfessionalKiller: Of the hitman variety.
[[/folder]]

[[folder:The Finito Brothers]]
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/979d2812b7dd44267211042d92a22840.png]]
->'''Voiced by:''' Tye Reign

->'''Joey:''' Ladies an' gentlemen, it's the Pain in the butt!
->'''Virgilio:''' Pain to the Max!

Two mobsters in charge of Lupino's hotel which is a front for most of his operations. They're the first two mobsters to try and kill Max.

* DualBoss: Max fights both of them at once.
* {{Pungeon Master}}s: They sure like to consider themselves this. Max disagrees.
* PunnyName: The Finito brothers die in their first and only appearance. Noted in a letter from Vinnie, which threatens to make the Finitos "finito."
* ThoseTwoBadGuys: Crack bad jokes and are a pair of idiots that annoy Max.
[[/folder]]

[[folder:Candy Dawn]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/b2abab12031c8a53c02bf54675f0b579.png]]
->'''Voiced by:''' Joanie Ellen.

->''"Oh Rico, you're so bad."''

A hooker and stripper working for the family out of Lupino's hotel. She video tapes herself having sex with her customers and sells the tapes as amateur porn.

* ChekhovsGunman: She's killed partway through Part 1 and never mentioned again... until Part 3, when Max finds out [[spoiler:Alfred Woden was one of her customers, and she sold the tapes to Nicole Horne. When Woden says "our hands are tied," he's referring to Horne blackmailing him into silence, which is the whole reason he gets Max to take her out.]]
* DarkActionGirl: She's the lone female mob member fought.
* DualBoss: Strictly speaking, Max fights her and Rico at once, but Candy isn't as much a boss character as he is, with weaker weapons and health.
* InterruptedIntimacy: Max walks in on her "servicing" Rico.

[[/folder]]

!!Police

[[folder:Jim Bravura]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/d57a588621ea4441b6dfb3a3e0e9209f.png]]
->'''Voiced by:''' Peter Appel (Max Payne), Vince Viverito (Max Payne 2)

->''"What were you thinking? Were you thinking at all?"''

A by-the-book cop whose seen it all, done it all, and [[DrowningMySorrows drank it all]] in a long and storied career. Hunts Max throughout the first game while he's undercover and is his immediate superior in the second. He's a deputy chief in the first game, and a lieutenant in the second, presumably getting promoted for his hand in bringing Max in and handling the bodies he left behind.

* TheAlcoholic: He has managed to beat the bottle in the second game. A fact he is very proud of.
* BadassGrandpa: In the second game he gets shot repeatedly by an ingram, but he still manages to survive despite his age. Seeing footage of him lying on a operating table, Max mentions that he is simply "[[{{Determinator}} too stubborn to die]]."
* BenevolentBoss[=/=]JerkWithAHeartOfGold: Perhaps best shown by the message he leaves on Max's answering machine:
-->"Payne? Where are ya? You're late again. Look, this [[CassandraTruth insomnia crap]] isn't fooling anyone. I know what it's like, I just want to help. You should come to an AA meeting with me." *click*
* DaChief: He's a lieutenant, but as Max's superior fills this role.
* AFatherToHisMen: Despite his hash attitude, he is quite concerned with the well-being of his fellow officers, and he turned down a promotion to be able to stay close to them. He also the only officer who stays on friendly therms with Max, after the latter is forced to leave the NYPD after the events of the second game.
* HeroAntagonist[=/=]InspectorJavert: He pursues Max throughout the first game, always trailing behind. The news coverage records his flummoxed reactions to Max's handiwork, and at one point he acknowledges Max is doing the city a big favor by gunning down mobsters, but also says Max is taking it too far.
* LifeWillKillYou: He eventually dies from a heart attack between the events of the second and third game. This is likely what spurred Max to move to Hoboken.
* RaceLift: In the film, he's played by the African American rapper Ludacris.
* WorthyOpponent: As he's taking Max into custody by the end of the first game, Bravua grouses that he gave them "one Hell of a ride." ..And it's only just begun.
[[/folder]]

[[folder:Valerie Winterson]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/c046844ceb5aa638d955b630010a12b4.png]]
->'''Voiced by:''' Jennifer Server

->''"Stay away from my case, Max. Stay away for your own good!"''

A respected female detective and Max's partner in the NYPD in the second game, though they don't get along. Max discovers she's been keeping secrets over the course of the game.

* BlondesAreEvil: She's a DirtyCop.
* DealWithTheDevil: Her boyfriend turns out to be [[spoiler:Vladimir Lem]]. According to her, he has acted as a caring father figure to her son and is a generous financial donor of the Brooklyn School for the Blind. D'aww.
* DirtyCop: Max discovers in Chapter 2 that Winterson is stonewalling the Cleaner investigation and leaking details of the case to someone who's involved.
* FamilyValuesVillain: Winterson is a divorced and single mother raising her only blind son.
* FatalFamilyPhoto: Her phone messages to [[spoiler:Vlad]]'s machine reveal her motivations.
* FoeYay:[[invoked]] Winterson is hinted to harbor some attraction to Max Payne, but nothing came of it. Once she [[spoiler:became infatuated with Vlad, she began actively trying to frame Max for the Cleaner killings, along with Mona.]]
* ForegoneConclusion: ''The Fall of Max Payne'' opens with Max standing over her cadaver in the morgue.
* IceQueen: As befitting her surname.
* LastBreathBullet: She shoots [[spoiler:Max]] InTheBack as she lays dying herself.
* TheParagonAlwaysRebels: Max holds his partner up as a symbol of everything the badge should be. He overlooks several clues that Winterson's police work isn't up to par.
* ReverseWhodunnit: Winterson is revealed to be DOA in the hospital, and Bravura accuses Max of murder (though Max denies it). What follows is a retelling of how Max ended up in this situation.
* ShadowArchetype: To Mona, mirroring the same way Vlad is Max's shadow. Winterson is dressed in blue, Mona is dressed in red. The former is a cop, the latter an assassin. Winterson appears on the surface to be a ByTheBookCop, while Mona appears to be quite unprofessional as she constantly lets personal feelings getting in the way of her job. However; as the plot progresses [[spoiler:Winterson is shown to actually be a very immoral {{Hypocrite}}, who aids a mob boss due to her personal feelings for him, while Mona always remains true to her strong personal principles. To add more too it, Winterson's relationship with Vlad is shown to be very stable, while Max and Mona's ditto is very chaotic and largely unspoken]].
[[/folder]]

[[folder:Alex Balder]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/9b54ede8a4ca09d806e1ccf75deda73b.png]]
->'''Voiced by:''' Chris Phillips

->''"[[JusticeWillPrevail Come on, Max. The fine and noble degenerates of this town are not going to catch themselves.]]"''

Max's best friend and long-time partner in the DEA. His murder at the start of the first game kicks off Max's one-man crusade against the Punchinello family.

* DeadPartner: After he gets killed working with Max, Max prefers to work alone.
* InTheBack: He gets shot without ever seeing it coming.
* PropheticName: Alex is betrayed and murdered, much like his Norse god namesake.
* StuffedIntoTheFridge: His sudden death at the start of the first game is the catalyst to finally push Max over the edge.
* TragicBromance: With Max. They were as close as brothers, but Alex died trying to help him with a case.
[[/folder]]

[[folder:B.B.]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/8749b1c2993554827b55cf5a9a04f287.png]]
->'''Voiced by:''' Adam Grupper

->''"Maxey, Maxey, Maxey, you never knew when to quit, did you?"''

Max's other partner in the DEA, who first sends Max to Roscoe Street Station. After Max's cover is blown with the murder of Alex, he doesn't see much of B.B. until the last chapter, where he figures out B.B. was the one who killed Alex and ratted him out.

* AscendedExtra: His role is significantly expanded in the film adaptation, where he becomes the main antagonist [[spoiler: and is even revealed to be the one who ''really'' killed Max's wife and child]].
* BadassInANiceSuit: He wears an immaculately tailored suit that includes a BadassLongcoat.
* BossBanter: In contrast to most other bosses in the first game, B.B. is rather talkative during the fight.
* ClimaxBoss: He's the last unique enemy you face in a straight fight, just because Max takes the fight to Nicole Horne.
* ComeOutComeOutWhereverYouAre: Says this as a taunt while fighting him.
* DirtyCop: He turns out to be working for Horne.
* RareGuns: Wields a Pancor Jackhammer, a powerful end-game shotgun. Famously, the gun was never put into production in real life, and very few exist.
* KnownOnlyByTheirNickname: We never do find out what "B.B." stands for, though Max has his theory: "Backstabbing Bastard."
* TheMole: Turned out to be working for Horne all along and worked to sabotage the case investigating Valkyr.
* ObviouslyEvil: Lampshaded by Max -- when they meet up, B.B. is wearing a fine tailored suit and a gold watch no cop could afford, and is oozing fake charm and a wide grin. Max's suspicions are confirmed just by looking at him.
* RuleOfSymbolism: Fills the role of Loki in the game's Norse mythos, the deceptive trickster who orchestrates Balder's death.
* SmugSnake: He's eternally grinning and confident that Max is in over his head and cannot hope to stop him.
* SinisterShades[=/=]SunglassesAtNight: Wears a pitch-black pair of shades.
* TermsOfEndangerment: Patronizingly refers to Max as "Maxie."
* YouHaveNoChanceToSurvive: Tells Max that what's going on is big, too big for Max to win.
[[/folder]]

[[folder:Raul Passos]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/902c54e54f1c19f825266f37bc56c3aa.png]]
->'''Voiced by:''' Julian Dean

->'''Max:''' ''"I might have written the book on bad ideas, but Passos wasn't afraid to quote from it."''

A friend of Max's from the police academy. He offers Max a private security gig in Sao Paulo, which is what prompts Max to leave New York.

* AcePilot: Subverted. He's a very competent helicopter pilot, able to weave between skyscrapers and dodge [[StuffBlowingUp an RPG]]. However, since Max was hanging on over the helicopter's side, compensating for the helicopter's movements while shooting mooks, his skills [[DefiedTrope don't get much appreciation]] from Max.
* BecomingTheMask: [[spoiler:Despite his deceit when recruiting him, it is made quite clear that he has come around to genuinely view Max as a good friend and brother-in-arms.]]
* BigDamnHeroes: Saves Max's painkiller-addicted ass several times throughout the game, most notably at [[spoiler: The Imperial Palace Hotel.]]
* BodyguardCrush: Max reveals early on that he was aware of Passos' relationship with Giovanna. [[spoiler: He was not aware, however, that by the time he had met her, she was already {{pregnant|Hostage}} with Passos' child.]]
* DeadpanSnarker: Is snarky enough to engage in SnarkToSnarkCombat with Max.
* FireForgedFriends: He's been through so much with Max that the latter is willing [[spoiler: to forgive him for his deceit and apparent betrayal.]]
* TheLancer: He's Max's sidekick for a couple of levels, although he always seems to be doing the least dangerous job that he possibly can be.
* LovableTraitor: Passos [[spoiler:lies about his nationality and his shared past with Max, gets Max [[UnwittingPawn embroiled]] in a scheme to grant Victor Branco the popular mayoral vote, [[ChangedMyMindKid almost skips town]] with Giovanna to leave Max at the mercy of their enemies, and]] [[ArsonMurderAndJaywalking always tells]] bad jokes at [[SnarkToSnarkCombat Max' expense]], yet Max just can't resolve to hate him.
* LoveRedeems: [[spoiler:If Giovanna wasn't pregnant with his kid, he might not have survived. Passos ducks out of the game's plot the moment he finds that out.]]
* NotEvenBotheringWithTheAccent: [[JustifiedTrope Justified.]] If you compare Passos' Portuguese accent with that of other Portuguese-speaking characters, it sounds a little... different. [[spoiler: It turns out he's actually Colombian, and was ordered to hide his true nationality by Victor.]]
* ScrewThisImOuttaHere: [[spoiler:When he learns Giovanna is pregnant with his kid, he wisely decides to skip town with her.]]
* VitriolicBestBuds: More like Max' [[FriendlessBackground Vitriolic]] ''[[FriendlessBackground Only]]'' [[FriendlessBackground Bud]], but much of their interaction seems to be composed of playfully vicious insults directed towards each other.
[[/folder]]

!!Russian Mafia

[[folder:Vladimir Lem]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/adb4b0a923ffc26c5e8c59d65476627c.png]]
->'''Voiced by:''' Dominic Hawksley (Max Payne), Jonathan Davis (Max Payne 2)

->''"I'm going to make you [[AnOfferYouCantRefuse an offer you can't refuse]]... [[IAlwaysWantedToSayThat I've always wanted to say that.]]"''

A charming Russian crime boss that comes to Max's aid in the first game, they engage in an EnemyMine circumstance, Max freeing up a shipment of Russian arms for him in exchange for the firepower to fight Punchinello. In the second game Vlad claims to have gone straight and is opening a night club, Vodka, but is obviously not as clean as he likes to claim.

* AffablyEvil: He's very friendly and polite, even as he puts a bullet in Max's head.
* TheApprentice: [[spoiler:Formerly to Alfred Woden.]]
* AscendedExtra: A minor character in the first game, he becomes the main antagonist of ''2''.
* AsTheGoodBookSays: With his smooth features, white suit, and vampiric name (named for Dracula, itself Romanian for "Devil"), Vlad is clearly patterned on Lucifer in ''Literature/ParadiseLost''. Vlad rationalizes his deeds as coping with circumstances foisted upon him, he feels neglected and unappreciated by "God" ([[spoiler:Woden]]), and ignites [[spoiler:a civil war within the Inner Circle]] in a bid to take over. He even quotes the book at the end of ''2''.
-->'''Vlad''': It's better to reign in hell than to serve in heaven.
* BigBad: Of the 2nd game. [[spoiler:He's the commander of the Cleaner commandos and is trying to take over New York's underground.]]
* BigBadFriend: In ''Max Payne 2''. A pivotal chapter is titled, fittingly, "Dearest of All My Friends."
* BadassInANiceSuit: He wears ordinary street clothes in the first game, but in the second he upgrades to a classy white suit.
* BitchInSheepsClothing: He acts friendly and nice, but he is an ambitious and powerful mob boss.
* CallingTheOldManOut: Vlad is angling to take [[spoiler:Woden]]'s spot at the head of the [[spoiler:Inner Circle]], even going so far as to put the old man on notice.
* CardCarryingVillain: Oddly inverted. He happily quotes Milton, yet still carries himself as a gallant gentlemen and thinks of himself as the 'real' protagonist.
* {{Catchphrase}}: "Bang! You're dead, Max Payne!", "Have no fear, Vlad is here!", and "Dearest of all my friends." (He [[SharpshooterFallacy refers to everyone]] as this.)
* CerebusRetcon: Downplayed but present, in ''2'' it's implied that [[spoiler:he only helped Max on the orders of Woden, who was Vlad's mentor. Thus, Vlad being "friends" with Max was just him following orders.]]
* TheChessmaster: Manipulates the Inner Circle and the NYPD in a bid to seize control of the New York underground.
* ChronicBackstabbingDisorder: Everyone who trusts him ends up betrayed and dead. The exception is [[spoiler:Winterson]], who is killed by other means, but Vlad doesn't much seem to care about it either way.
* DemolitionsExpert: Vlad's favorite method of disposing of enemies and evidence seems to be lots of explosives -- most levels featuring him in some manner have the level blowing up or explosive crates and barrels around the place. Lampshaded by Mona when she warns Vinnie that Vlad is going to try and kill him: "knowing him, it'll probably be a bomb."
* DisneyVillainDeath: [[spoiler:Perishes when the spire above Woden's manor crashes through the ceiling, taking him with it.]]
* EnemyMine: The mob war with the Punchinellos will be lost for good if they're allowed to get away with Vlad's gun freighter. Vlad offers Max an army's worth of heavy artillery guns in exchange for changing the ship back under his flag.
* EvenEvilHasLovedOnes: [[spoiler:His love for Winterson seems genuine, or so he acts when [[ItsPersonal he personally tries to execute Max for killing her]].]]
* EvilAllAlong: In ''2'', he's revealed as [[spoiler:the controlling force of the cleaners.]]
* EvilCounterpart: To Max. While Max is a cop aware of and lampshading his adventures being out of old film noir movies, Vlad is a mobster who quotes old movies and plays up the "old school gangster" act.
* FinalBoss: Of ''2'', and unlike Horne, he actually fights back. However, he's a PuzzleBoss too, prolonging the fight as you dismantle the architecture of his hiding spot to force him into your crosshairs.
* HoistByHisOwnPetard: As Max invokes, [[spoiler:in the final level of ''2'', the only weapon he has at first is Lem's discarded Desert Eagle. While you'll find other weapons by the time you confront Lem at the end of the level, you are in full rights to keep to Max's TroubleEntendre of "[giving] Vlad his gun back, one bullet at a time."]]
* LegitimateBusinessmensSocialClub: Ragna Rock aka Vodka, styled as the hippest restaurant in Manhattan... if he can ever get the bloodstains out. [[spoiler:A more sinister example is the Squeaky Cleaning Company, who's shadowy "boss" is none other than Vlad himself.]]
* NeighbourhoodFriendlyGangsters: Certainly moreso than the Punchinellos, who peddle V, blackmail their unsuspecting johns, and strangle ''each other'' with video game controllers.
-->'''Max''': "Vladimir was one of those old-time bad guys with honor and morals, which made him almost one of the good guys."
* ManInWhite: In the sequel, he wears a pristine white suit.
* ManipulativeBastard: He tricks a lot of people into trusting and helping him, including Max himself.
* MeetTheNewBoss: Just like [[spoiler:Nicole Horne]], Vlad sees himself as the heir apparent to the [[spoiler:Inner Circle]] and tries to take over it.
* TheMovieBuff: Vlad is a sucker for Old Hollywood, quoting ''{{Casablanca}}'' and ''Film/TheGodfather'' in his dealings with Max. Max lampshades he seems to get a kick out of the act.
* NoodleIncident: At some point around the timeframe of ''2'', he got shot in the arm by Mona Sax. The circumstances of it are left vague.
* PayEvilUntoEvil: He dismisses the [[spoiler:Inner Circle]] as an organized crime outfit, no better than he is and deserving of punishment.
* PetTheDog: Despite being a gangster boss, he is one of Max's few genuine friends and helps him in his vendetta in the first game. [[spoiler: Ramped up in the second game. Despite his role as the true main villain, he is shown to [[EvenEvilHasLovedOnes genuinely care for Winterson and her blind son]] (the former's death at Max's hand upsets him quite a bit), and he is a generous donor to the Brooklyn School for the Blind.]]
* ReformedCriminal: Or so he claims at the beginning of ''2''. [[spoiler:His restaurant is only a front for the Cleaners.]]
* RuleOfSymbolism: In keeping with the Biblical theme, Vlad [[spoiler:comes between Max and Mona, causing the death of the latter, and is killed by Max, falling into an inferno of his own making when he plummets through a skylight into a mass of explosives]]. A painting of Adam and Eve behind the wreckage completes the picture.
* RuthlessForeignGangsters: He's a Russian mobster moving into New York, and proves far more effective and ambitious than the Punchinello family.
* SatanicArchetype: Takes the place of Satan in the second game's Christian themes, manipulating other factions into fighting to further his own agenda to usurp God (played by [[spoiler:Woden]]) and take over His creation.
* ShadowArchetype: Of Max, especially played up in the second game. Surface-wise, he wears a flashy, white suit, where Max has his trademark black leather jacket. He is a carrier-criminal, Max is a cop. Where Vlad is loud, bombastic, and emotional, Max is quiet, gloomy, and stoic.
* VanityLicensePlate[=/=]VodkaDrunkenski: In both games, his vehicles read "[[foldercontrol]]

[[folder: Vodka ]]
."
* WalkingSpoiler: In ''2'', he's the man who [[spoiler:is behind the Cleaners/Commandos, exterminating all competition in the Inner Circle and the mafia so he can control New York's underground.]]
* WeaponOfChoice: Vlad, like Mona, prefers the Desert Eagle as his sidearm, but he's even more well known for using bombs.
* WellDoneSonGuy: [[spoiler:A phone message makes it clear that he viewed Alfred Woden, his mentor in the Inner Circle, as a father figure, and was angry about him not respecting him as a son. So he settles for killing him instead.]]
[[/folder]]

[[folder:Mike the Cowboy]]
->'''Voiced by:''' Gary Yudman

->''"You are the sheriff? Well, how about making me your deputy?"''

Lem's second-in-command that thinks he's in a Western, he's fighting his way to rescue Vlad from Vinnie and joins Max in the hunt.

* AffablyEvil: Even after Vlad is outed as a villain, Mike remains friendly and personable as he taunts Max over the intercom.
* TheDevTeamThinksOfEverything: [[spoiler: Kill Mike or let him die early on when he's your ally and you won't have to deal with him later after TheReveal.]]
* TheDragon: To Vlad, as a close friend who leads the mobsters at his restaurant.
* MauveShirt: Gets enough personality to stand out as more than just a random mobster, but doesn't have much of a story role. He can even die in the level where he helps max and the game will continue normally, with a random mook taking his place later in the game.
* NerdInEvilsHelmet: He is a fan of avid fan of Westerns and likes ''The Adventures of Captain Baseballbat Boy''.
* TheNicknamer: Refers to Max as "Sheriff."
* RightMakesMight: When you defeat him, he admits this must make you the protagonist and him the villain.
* WrongGenreSavvy: He believes himself to be a [[LoveableRogue Rogue-ish]] YoungGun character like Billy the Kid, in the kind of Western that glamorises this kind of character, and Max is the tired, old Sheriff that goes after him and his friends. It doesn't quite play out that way.
[[/folder]]

!!The Inner Circle

[[folder:Alfred Woden]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/fb4b0be462caa92d823d2ba6a1af1d70.png]]
->'''Voiced by:''' John Randolph Jones (Max Payne), John Braden (Max Payne 2)

->''"We need you to take her out. Afterwards we can protect you, make all the charges go away."''

A United States Senator with ties to the Inner Circle, a very old and powerful secret society/criminal syndicate. He contacts Max offering aid against Nicole Horne.

* AmbiguouslyEvil: Woden helps Max in both games, but is clearly up to some shadier activities off-screen. [[spoiler:It's questionable if he has Max fight Horne and Vlad due to actually wanting to help him, or because they're enemies of his he wants eliminated and Max has the skill and motive to do it.]]
* AncientConspiracy: The Inner Circle convenes in a strange catacomb, confirming every urban legend about Illuminati and New World Orders. However, the Circle has become old and infirm, and they're no match for a corporate hotshot like Nicole Horne.
* BigGood: In the first two games, he's Max's benefactor who helps him combat his enemies.
* BigFancyHouse: His manor, which comes under siege in ''The Fall of Max Payne''.
* BodyguardBetrayal: [[spoiler:His bodyguards join forces with Vlad's gangsters. Luckily for him, he is locked up safely in his panic room at this point.]]
* CheshireCatGrin: Grins smugly while standing above the bodies of his dead partners, and later when Horne is defeated. Max describes it as the face of a "winner."
* ChronicBackstabbingDisorder: [[spoiler: Now that Max has become a liability in the second game, he sends Mona to kill Max. Ironically, that's exactly was Horne tried to do in the first game. Both times Mona refuses to kill Max.]]
* ConvenientTerminalIllness: He's wheelchair-bound and dying of cancer in the second game.
* DefiantToTheEnd[=/=]ThrowingOffTheDisability: Woden spends much of the final level hiding from the Cleaner commandos and his own personnel inside his panic room. However, when he's finally smoked out, Woden gathers the strength to leap out of his wheelchair.
* DirtyOldMan: A regular visitor of the prostitute, Candy Dawn. [[spoiler:It comes back to bite him as she videotapes his visits and sells it as blackmail material. Both Nicole Horne and Max gets hold of a copy]].
* DyingMomentOfAwesome: He dies trying to [[spoiler:strangle Vlad after finally having enough of his attitude.]]
* EvilCripple: In the second game, his age has caught up with him and he's in a wheelchair. This is also the game where his darker activities come to light.
* EyepatchOfPower: One of Woden's lenses is blacked out.
* FakingTheDead: When Horne's men bust in on his meeting, Woden plays dead while his colleagues are gunned down. Max sees the camera footage and still can't figure out how he did it.
* MeaningfulName: He fills the role of Odin (or "Woden" in some spellings) in the game's Norse symbolism - the one-eyed old leader of the Inner Circle who helps Max in his quest. In the second game, he steps into the role of {{God}}, a distant but all-knowing master watching the humans fight without intervening.
* MrExposition[=/=]MysteriousInformant: As Max suggests, he's a dead-ringer for Deepthroat from ''The X-Files''.
* MysteriousWatcher: He aids Max over the phone, alerting him when Horne's men come hunting for him. He keeps his promise to shield Max from prosecution for his crimes, and Max is freed not long after the credits roll.
* SleazyPolitician: He's a Senator in public, but his real job is the head of a Freemasons-type group of movers and shakers.
* UnwittingInstigatorOfDoom: He is the cause of Max's entire crucible in the first game. [[spoiler: It is he who sent the Project Valhalla files to Max's wife, getting her killed.]]
[[/folder]]

[[folder:Nicole Horne]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/2bcecd2db4cfd3b7f648280a0e051c3d.png]]
->'''Voiced by:''' Jane Gennaro

->''"All this because your wife stuck her nose into things that were none of her business."''

The CEO of Aesir Corp., a rich and influential pharmaceutical corporation. An utterly cold and ruthless woman with an army of mercenaries at her command. She betrayed the Inner Circle and attempts to seize New York for herself with the aid of the Punchinello crime family and the designer drug, Valkyr.

* TheAggressiveDrugDealer: Horne, using the Punchinellos as an intermediary, floods the streets with Valkyr in order to bankroll her company. Why she continues to sell drugs after becomes the 3rd most powerful person in Manhattan is a mystery. Max comments on Horne being an odd fit for the criminal underworld, mailing expensive-looking memos to hitmen and lacking the mafia's touch of class.
* TheBaroness: An older female antagonist who proves utterly amoral and ruthless.
* BigBad: Of ''Max Payne''.
* BondVillainStupidity: She injects Max with enough Valkyr to be an overdose, then leaves him to die. It's implied she leaves him in the Punchinello mansion, which is shortly set on fire, but with six heavily armed goons around her at the time, she has no excuse for not just putting a bullet in Max's head.
* CorruptCorporateExecutive: Aesir Corporation is a front for the drug trade she's involved in. Woden mentions she has half the city in her pocket.
* DiabolicalMastermind: Angelo Punchinello is scared out of his wits of her. She's already solid with Rico Muerte, B.B.'s corrupt DEA unit, and various freelancers from the FBI and CIA.
* EvilOverlooker: During Woden's ExpoSpeak, Horne is shown taking a drag over the Manhattan skyline.
* EvilRedhead: She has dark red hair, and is one of the most sinister characters in the series.
* EvilTowerOfOminousness: The devilish Aesir plaza. Horne owns a cushy suite on the top floor.
* GoodSmokingEvilSmoking: She smokes cigarettes.
* IronLady: Villainous example of this trope.
* ItsAllAboutMe: The justification for killing Max's family? She said it was "necessary". Anything that interferes with her plans is to be disposed of.
* LackOfEmpathy: She cares nothing about anyone or anything. Even her own security guards, when they hesitate to go against Max, she sneers at their cowardice.
* MadDoctor: She was originally a government scientist before hatching a plan to market Valkyr.
* TheManBehindTheMan: She's the creator of Valkyr and the one who supplies it to the Punchinello family.
* NonActionBigBad: Other than taking a few shots at Max as he pursues her to the roof, she is not actually fought at the end of the game. Max ''does'' kill her though; [[spoiler:he shoots down the antenna of her building and it crushes her helicopter.]]
* RasputinianDeath: [[spoiler:Max shoots down an antenna on top of the building as she tries to flee in a helicopter. The antenna crushes the 'copter, causes it to blow up, and then the landing platform breaks off the building and the whole thing falls to the streets below, the helicopter crushed ''again'' as the platform lands on it.]] There is no question Horne is well and truly dead.
* RuleOfSymbolism: In keeping with the Norse themes of the first game, she fills the role of Hel, the goddess of the underworld. The parallels include her blue suit (Hel was said to be half-blue, half-flesh tone) and her being behind Project Valhalla which produced Valkyr (Valkyries were the ones who carried dying warriors to Valhalla). Also, her corporation is named Aesir, with the tagline "A little closer to heaven." Max connects the dots in the finale in case players missed it:
-->"Valkyr had been meant to be a white-winged maiden that would lift you to a warrior's heaven. But it had turned out to be a one-way demon ride to Hell. The Devil was in the drug. I knew, I had met him... And now I was going to kill her."
* VillainousBreakdown: As Max continues to shoot his way through her goons to get to her, she goes from taunting him to shouting at her guards.
-->"What do you mean, 'he's unstoppable'? You are superior to him in every way that counts. You are better trained, better equipped, and [[JustOneMan you outnumber him at least twenty-to-one]]. [[PunctuatedForEmphasis Do. Your. Job.]]"
[[/folder]]

!!Branco Family

[[folder:Rodrigo Branco]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/dc5d31c67536a5fe6d0aea5d5598e04d.png]]
->'''Voiced by:''' Frank Rodriguez

->''"Sometimes it feels like I have done nothing apart from being a rich man, in a poor country."''

Max's new boss in Sao Paulo. He is an industrialist who is paranoid about kidnapping attempts.

* BodyguardBetrayal: [[spoiler:Rodrigo gets shot in the back of the head by the head of the police unit he called to save him.]]
* DespairEventHorizon: He sorrowfully reveals to Max that his wife's kidnapping was this for him [[spoiler: at the beginning of the chapter in which he is assassinated.]]
* HonestCorporateExecutive: He has the demeanor, ethics, position and money of one, but he {{defie|dTrope}}s his association with this trope when he admits he has [[GoodIsNotNice bribed plenty of people]] when the situation demanded it.
* MayDecemberRomance: Fabiana is considerably younger than Rodrigo.
* ReasonableAuthorityFigure: Rodrigo is the oldest of the Branco brothers and Max's direct boss. Even after his wife Fabiana is kidnapped, he's much calmer about it than either of his brothers.
* WhiteSheep: He is the most [[BenevolentBoss reasonable member]] of his BigScrewedUpFamily. His only flaw is that he was too {{Genre Blind|ness}} [[spoiler: to think Victor would kill him just [[TheEvilPrince to get]] the family money.]]
[[/folder]]

[[folder:Fabiana Branco]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/1dcb3dcfa8dbf7ef6ef0691cbe31e59e.png]]
->'''Voiced by:''' Benedita Aires Pereira

Rodrigo's trophy wife and the subject of the kidnapping attempt in the third game. [[spoiler: She's killed during the rescue about midway through.]]

* AlwaysSaveTheGirl: Subverted. Fabiana neither becomes Max' new LoveInterest [[spoiler: nor is she [[PlayerPunch saved in the end]]]].
* DamselInDistress: Her entire impact on the plot of the game, in a nutshell.
* GoldDigger: Rodrigo admits he's not in the dark about this so it's clear that they're tacitly using one another (Rodrigo gets a trophy wife to tote around town at all the ritzy gatherings while Fabiana gets to live it up on her husband's money with the party-hearty Marcelo and her sister).
* KillTheCutie: [[spoiler: She's killed by Serrano midway through the game.]]
* MayDecemberRomance: By Max's cynical appraisal, Fabiana mostly married Rodrigo for his money, and the two now mostly ignore one another.
* StuffedIntoTheFridge: At the hands of Serrano.
* UpperClassTwit: Fabiana doesn't do a lot, really. She gets kidnapped before she receives any real characterization, but every time she's seen before that point, she's partying on her husband's dime.
[[/folder]]

[[folder:Victor Branco]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/4a063fe327dbf6b1e173c6fe96d4c804.png]]
->'''Voiced by:''' Robert Montano

->'''Max:''' ''"Guy was smoother than an oil slick on an iceberg and about as toxic."''

Rodrigo's brother. He is a local politician that wants to clean up the city. [[spoiler: In actuality, he is the mastermind behind a human organ trafficking ring, and the BigBad.]]

* BigBad: [[spoiler:The closest thing there is to one in the game. He's also a NonActionBigBad, since he does nothing but give orders to Max and [[TheDragon Becker]]. The one time he tries to do something by pointing a gun at Max he's easily disarmed and headbutted while delivering a monologue. To top it off, Max defeats him in a {{cutscene|Boss}} by easily breaking his leg instead of the usual gunfight that occurs in the games.]]
* BitchInSheepsClothing: Victor keeps an excellent facade going of being a caring brother, but as the game goes along, we really find out what kind of person he really is.]]
* CorruptPolitician: He's manipulating Sao Paulo's gangs to further his ambitions.
* TheEvilPrince: [[spoiler:Da Silva notes that among wealthy families in Brazil, the eldest living brother has control over all the family money. [[spoiler: True enough, this was Victor's motivation in having Rodrigo, Marcelo and Fabiana killed.]]
* FauxAffablyEvil: He acts friendly and polite, but it is all an act: he's sleaze.
* GloryHound: Max notes early on that Victor is a particularly [[SleazyPolitician sleazy candidate]] for mayor in the upcoming elections, though he is initially unaware that Victor is sleazy enough to [[spoiler: hire a gang to [[TheEvilPrince kill the other Brancos]], fund the mayoral campaign with money made from another gang's OrganTheft ring, and then have [[TheBadGuysAreCops bent cops]] destroy both gangs and clean everything up to let Victor win both the sympathy and law & order votes.]]
* ItsAllAboutMe: [[spoiler:The guy is ''willing to murder his family just so he can get the family fortune''.]]
* MakeItLookLikeAnAccident: [[spoiler:In the epilogue of the game he is found hanged in his cell a few days before his trial. The official explanation is suicide, but the media very openly speculates that many in the prison knew about his crimes and had plenty of reasons to seek retribution for them...]]
* TheManBehindTheMan: [[spoiler:He was, apparently, manipulating everyone to suit his own plans, possibly including all of the different gangs in Sao Paulo and especially his own family.]]
* ManipulativeBastard: Plays ''everyone'' including Max against each other.
* SleazyPolitician: Max gets this wipe from him.
* SmugSnake: See TemptingFate.
* TemptingFate: [[spoiler: After his final confrontation with Max, he laughs and says he'll walk, so Max breaks his leg.]]
* VillainWithGoodPublicity: [[spoiler:Though luckily, he's exposed at the end of the game.]]
* WalkingSpoiler: He's actually the BigBad of the third game.
[[/folder]]

[[folder:Marcelo Branco]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/8a583dce4331191ab9710e7f8d19aa7f.png]]
->'''Voiced by:''' Dillon Porter

->'''Max:''' Who do you think is targeting your family?\\
'''Marcelo:''' Haters!

Rodrigo and Victor's younger brother, he is a party-loving playboy.

* AllLoveIsUnrequited: Judging by his actions, it's implied he's secretly in love with [[spoiler: [[SiblingTriangle Fabiana]]]]
* KillItWithFire: [[spoiler:He is killed via necklacing: a legendary Brazilian gang execution which involves immolating the victim while he is trapped in a stack of gasoline-soaked tyres.]]
* LifeOfTheParty: One of his few arguably positive traits is that he knows how to throw a good party. [[spoiler: Too bad one such party turns out to be a cover for a money laundering scheme he was helping Victor run, and gets [[NoodleIncident all his guests killed]] by Panamanian rebels.]]
* UpperClassTwit: Marcelo's not so much a person as a device used to dispose of cocaine.
[[/folder]]

[[folder:Giovanna Taveres]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/d86f59d5ec5f3e299998f26a7d880695.png]]
->'''Voiced by:''' Shirley Rumierk

Fabiana's younger sister, Giovanna lives in two worlds. By day, she's a social worker in Sao Paulo's impoverished lower-class neighborhoods, but by night, she parties with her sister in Sao Paulo's night spots.

* ActionSurvivor: She gets into her own set of scrapes alongside Max [[spoiler: after he rescues her from the Crachá Preto]] and she performs admirably, given the circumstances.
* BadassDriver: The crowning moment of her badassery occurs when she jacks [[spoiler: a tourist bus]] and uses it to allow Max and herself to [[DrivesLikeCrazy (clumsily)]] escape [[spoiler: the Crachá Preto]].
* BodyguardCrush: She plays the role of the liege in her relationship with Passos, and she reciprocates his feelings, [[spoiler: though Max is initially unaware of the extent of their relationship until she reveals she's pregnant.]]
* TheLoad: Fits this trope during the first meeting, which becomes an EscortMission as Max covers her (very clumsy) escape with a rifle from a helicopter. It's fair to say she TookALevelInBadass in the days since then.
* PregnantHostage: [[spoiler: It's only revealed later in the game that she's pregnant with Passos' child.]]
* FoolishSiblingResponsibleSibling: To Fabiana's Foolish Sibling. [[spoiler:Fabiana wilfully makes such decisions as [[UpperClassTwit going out to party]] soon after a public attempt on her life was made. Any bad decisions Giovanna makes (such as going after the kidnapped Fabiana) [[DistressBall can be chalked up to duress]].]]
* ScrewThisImOuttaHere: [[spoiler:After revealing she's pregnant with Raul's baby, the two decide to skip town.]]
[[/folder]]

!!Unidade de Forças Especiais

[[folder:Armando Becker]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/322ddd73c8b53fa24c2ff1f1f89b55cc.png]]
->'''Voiced by:''' Bira Castro

Becker is the commanding officer of the Unidades Forças Especiais (UFE), a [[spoiler: ''spectacularly'' corrupt]] special police organization in Sao Paulo.

* AnArmAndALeg: [[spoiler:Loses an arm after Max shoots a live grenade inches away from him.]]
* DirtyCop: Max's first close encounter with Becker involves the latter ordering UFE officers to [[PoliceBrutality kill incapacitated suspects]].
* TheDragon: [[spoiler:He is the right-hand man to Victor.]]
* FinalBoss: [[spoiler:Becker is the half-dead guy who Max is about to execute in his early flashback to the end of the game.]]
* FlunkyBoss: [[spoiler:He's completely protected behind a riot shield, so the final fight is essentially you mowing down a few dozen UFE troops while he occasionally lobs grenades at you. Once he runs out of troops, an interactive cutscene is automatically triggered in which you beat him in 1 shot.]]
* GeneralRipper: Initially, he appears to be an [[BloodKnight exceptionally ruthless]] police commander in a city wherein his ruthlessness is [[ViceCity somewhat justified]]. [[spoiler: This is subverted when you find out he's actually [[OrganTheft trafficking human organs]].]]
* MisterBig: [[spoiler:Later on, you find out that he's 1. Commander of Sao Paulo's [[spoiler: [[PoliceBrutality unnecessarily brutal]]]] [[SWATTeam special police]] force, and 2. [[spoiler: he's using that position to traffic human organs]].
* TheNapoleon: There are two things you'll notice about Becker when you first see him at the party: 1. He's the shortest guy in attendance. 2. He's a total JerkAss.
* StopOrIWillShoot: His and his subordinates' modus operandi. According to Max's terse description, they're "the other cops. The cops who shoot on sight."
[[/folder]]

[[folder:Bachmeyer]]
->'''Voiced by:''' Gilberto Romagnolo

Bachmeyer is the second-in-command at Unidade de Forças Especiais, and the right-hand man of Becker.

* TheBrute: [[spoiler:He is notably larger and bulkier than any other character, which compliments his notably shorter commander.]]
* BaldOfEvil: He's totally bald.
* ChekhovsGunman: Appears in the end cut-scene of the first mission by Becker's site. [[spoiler:The trope name becomes quite literal, as he is the one who assassinates Rodrigo.]]
* TheDragon: [[spoiler:To Becker.]]
* IdiotBall: [[spoiler:He assassinates Rodrigo while dressed in full UFE uniform in pain view of a surveillance camera. He is clever enough to steal the surveillance tape, but he then decides to keep a copy of it in his office instead of just destroying it.]]
* NumberTwo: Becker's right-hand man and secondary commander of the UFE.
* PuzzleBoss: [[spoiler:Max has to repeatedly draw him out in the open before he can put bullets in him]].
[[/folder]]

!!Other Characters

[[folder:Michelle Payne]]
->'''Voiced by:''' Haviland Morris

Max's wife. She worked at the New York D.A.'s office before she was murdered for getting too close to the Valkyr Conspiracy.

* HeKnowsTooMuch: The Payne family was targeted not as part of a personal vendetta, but because Woden leaked info on Valkyr to the D.A.'s office where Michelle Payne worked. Max suddenly recalls this in a flashback, but Michelle doesn't seem to realize what she's uncovered. Ironically, she probably would have let the story fall through the cracks, [[RevealingCoverup but Nicole Horne overreacted]] [[ThereIsNoKillLikeOverkill a bit]].
* TheLostLenore: For Max as his lost wife that he loved dearly.
[[/folder]]

[[folder:Kaufman]]
->'''Voiced by:''' Gregory Sims

->''"Find him, take care of him."''

An elite member of the Cleaners.

* ClimaxBoss: He's killed at the end of Part 1, just as the plot really starts to thicken.
* DamageSpongeBoss: He has about four times the hitpoints of a normal {{Mook|s}}.
* DiscOneFinalBoss: He's the boss of Part 1, fought at the end of the final chapter.
* TheDragon: To whoever ''really'' leads the Cleaners. [[spoiler:Namely, Vlad.]]
* DualWielding: He carries two Ingrams.
* FamedInStory: The Cleaners constantly talk about him as a boss you do not want to get angry.
* RedHerring: He's initially presented as the leader of the Cleaners, but when they keep operating after he's dead, you know something's not right.
[[/folder]]

[[folder:Captain [=BaseBallBat=]-Boy]]
->'''Voiced by:''' Ricky Ashley (1), Michael Mags (2), Caitlin Thurnauer (3)

The central hero of a popular comic strip and television show, Captain [=BaseBallBat=]-Boy fights the forces of Maxwell's Demon with his trusty bat.

* ArchNemesis: He claims it's Bicycle Helmet Girl, but it's actually Maxwell's Demon.
* BatterUp: His iconic weapon.
* FoeYay: In-universe, he insists Bicycle Helmet Girl is his ArchNemesis, but in practice she's his girlfriend and partner.
* GeniusBonus: Invoked in-universe. In one of Max's dream sequences in ''2'', Vlad asks Vinnie who the creator of Maxwell's Demon is. Vinnie answers with both the in-story scientist that made it and the writer of the show that designed it, but Vlad corrects it was "James Clerk Maxwell," the creator of the thought experiment "Maxwell's Demon" that the villain is named after. Vinnie is quite upset at the trick question.
* MythologyGag: The writer for the TV show is Sammy Waters, named for Sam Lake, the writer of the first two ''Max Payne'' games.
* NinjaPirateZombieRobot: Maxwell's Demon sends "freaking zombie demons from outer space" to destroy him.
* SheIsNotMyGirlfriend: How he feels about Bicycle Helmet Girl.
[[/folder]]


[[folder:Anthony [=DeMarco=]]]
->'''Voiced by:''' Ray Iannicelli

->''"[[BlatantLies I am a legitimate businessman and a proud member of my community. Drugs are a scourge and]], [[EvenEvilHasLovedOnes as a parent]], [[BlatantLies I pride myself in having nothing to do with them]]."''

During a drunken dispute in a bar in Hoboken, Max kills Anthony [=DeMarco=]'s only son. [=DeMarco=] promptly sets out to waste Max, sending dozens of armed thugs against him in a berserker rage.

* TheDon: By the time of 2012, he apparently runs New York's mafia families.
* EvilOldFolks: He's clearly getting on in years, and is much older than Max's usual fair.
* InelegantBlubbering: He is so filled with rage and grief over his son's death, that he is barely understandable as he yells at Max, and he has to be carried away by two of his mooks as he breaks down into a crying fit.
* MilkingTheGiantCow
* SympathyForTheDevil: Despite his numerous attempts to kill him and Passos, Max feels a hint of sympathy for him when seeing his grief.
* TheUnfought: Max escapes New York without ever fighting or killing him.
* YouKilledMyFather: Max killing his son is the start of their vendetta.
[[/folder]]

[[folder:Serrano]]
->'''Voiced by:''' Babs Olausanmokum

Serrano is the leader of Comando Sombra, a powerful São Paulo street gang with ties to South American drug cartels. He and his gang kidnap Fabiana Branco in the hopes of collecting a hefty ransom from her wealthy husband.

* AssholeVictim: [[spoiler:After he murders Fabiana before Max's eyes, Max later encounters him as a prisoner in the Imperial Palace Hotel, having been brutally tortured after getting arrested in the favela raid.]]
* BigBadWannabe
* DreadlockWarrior: He's identifiable by his spiked dreadlocks.
* EnemyMine: [[spoiler:Max and Serrano comes to an unspoken truce when confronting Athur Fisher, as Max lowers his gun and [[DoWithHimAsYouWill allows Serrano to kill the doctor with a scalpel]].]]
* ExtremeMeleeRevenge: [[spoiler:Gives one to Dr. Fischer offscreen after Max uncovers the organ harvesting operation at the derelict hotel.]]
* TheHeavy: His kidnapping of Fabiana kickstarts the whole plot and keeps it going until the halfway mark. [[spoiler:At which point, he unceremoniously kills Fabiana. He is then later captured as an unwilling "donor" for an OrganTheft ring.]]
* KarmaHoudini: [[spoiler:Possibly, if he managed to escape the collapse of the Imperial Palace Hotel.]] Though given his condition, it's ''highly'' unlikely. [[spoiler:First, he is captured by the UFE in a [[UnwittingPawn raid ordered]] by [[GloryHound the very person]] who hired him to carry out Fabiana's kidnapping. This crosses over to KarmicDeath if he did not escape the Imperial Palace Hotel.]]
* KickTheDog: [[spoiler: He kills Fabiana simply [[ForTheEvulz for shit and giggles]].]]
* ScaryBlackMan: The first time Max identifies him, he is called "the slab of meat" in Max' PrivateEyeMonologue.
* UnwittingPawn: [[spoiler:The entire kidnapping operation was secretly set up by Victor Branco, who sent Comando Sombra the information they needed to carry it out as part of his plan to get his other family members killed to gain control of the family fortune.]]
* WalkingSpoiler: [[spoiler: He's not the true BigBad. Victor is.]]
[[/folder]]

[[folder:Wilson Da Silva]]
->'''Voiced by:''' Stephen Girasuolo

Da Silva is a reasonably honest cop and a family man in Sao Paulo, which requires him to have a certain amount of moral flexibility. He's an unexpected ally to Max after Fabiana's kidnapping.

* ActionSurvivor: The above easily qualifies him for a spot in an ActionDuo with Max. He even {{discusse|dTrope}}s and then {{invoke|dTrope}}s Max' status as the ActionHero [[spoiler: after he explains Max' part as an UnwittingPawn in Victor's scheme.]]
* BadassDriver: [[spoiler: At the game's climax, he breaks into an airport runway in his dinky sedan and ferries Max across the runway to catch up with Victor's escaping plane, and all the while, Max is [[StuffBlowingUp blasting]] Victor's UFE detail to shreds with a GrenadeLauncher]]
* {{Brains|AndBrawn}}: To Max' Brawn.
* TheCommissionerGordon: To Max
* CowboyCop: Not to the extent Max once was, but Max wouldn't have been able to bring [[spoiler: Victor]] to justice if he hadn't [[LoopholeAbuse bent a few rules]] to feed Max information, start a PrisonRiot, and gain access to an airport runway.
* DeadpanSnarker: Not as much as Max or Passos, but he has his moments too.
* FriendOnTheForce: Downplayed. He's a perfectly competent [[TheInspector investigator]] on his own, and he only needs Max to get evidence that he already knows exists, but is in the possession of [[ScrewTheRulesIHaveConnections a party]] that will kill him if he tried to take it himself.
* GoodSmokingEvilSmoking: Inverted. He's practically the game's most avid cigarette smoker, but he's actually a good guy. See JerkWithAHeartOfGold.
* JerkWithAHeartOfGold: He's an arrogant and smug bastard, but he actually wants to help bring justice to crime and turns out to be Max' most dependable ally. [[spoiler:And the only one that remains throughout the last few chapters.]]
* TheLancer
* LoopholeAbuse: His entire role in the game's plot is essentially to point Max in the right direction, because while da Silva's hands are tied - either by the vast wealth and influence of the person he's after, the corruption of the local police forces, or his target being a large heavily-armed organization of some kind - Max's aren't.
* NonActionGuy: Da Silva {{invoke|dTrope}}s this in order to avoid the bad guys pulling a HeKnowsTooMuch on him. [[spoiler:It works.]]
[[/folder]]

[[folder:Álvaro Neves]]
->'''Voiced by:''' Gil Cardoso

Neves is the commander of the Crachá Preto, a company of mercenaries composed of former cops and military men.

* BoomHeadshot: [[spoiler: He dies with one shot to the head from [[ChangedMyMindKid Passos]], as he was [[ThwartedCoupDeGrace aiming]] at a prone Max.]]
* EvilGloating
* LawEnforcementInc: His company's primary source of income comes from working security details for right-wing politicians.
* LawmanGoneBad: Was once an [[SWATTeam UFE Captain]] who then formed the Crachá Preto to respond to the gang crimes [[VigilanteMan he couldn't touch as a cop]]. Over time, they grew into a fairly fearsome gang in their own right, [[spoiler: even becoming involved in OrganTheft.]]
* PornStache
* PrivateMilitaryContractors
* ScrewTheRulesIHaveConnections: His connections to Brazilian politicians[[spoiler:, including Victor Branco,]] are why he believes the criminal acts that his company engages in [[spoiler: (especially its OrganTheft operation)]] are perfectly legitimate. Max tells him they can't help now.
* UnwittingPawn: [[spoiler: Victor was allowed to get a cut of the profits from the Crachá Preto's OrganTheft ring in exchange for the UFE providing "donors" to harvest from. However, Victor was also planning to have the UFE [[YouHaveOutlivedYourUsefulness obliterate]] the Crachá Preto in order to make himself more popular in the upcoming elections, but Max beat him to it.]]
[[/folder]]

[[folder:Milo Rego]]
->'''Voiced by:''' Daniel Bittencourt

->''"Voca ta todido, gringo."''

Neves' underboss in Crachá Preto.

* TheDragon: To Neves.
* {{Foil}}: To Nerves. Where Nerves appears more talkative and casual in his manners, [[TheStoic Rego is more silent and serious]].
* HoistByHisOwnPetard: [[spoiler:Max gets into a meele struggle with him and ends up stabbing him to death with his own machete.]]
* RedRightHand: His right side of his face is scarred from being subjected to torture with a lighter.
* {{Sadist}}: His UFE dossier describes him having a liking for dominating and humiliating his victims.
* SociopathicSoldier: Well, used to be. He was kicked out of the Brazilian Army because he failed a psychiatric evaluation.
[[/folder]]

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