Characters / Max Payne

The spoilers were like an old road map, the blood of my wife and baby staining the grids. I could see some of the streets, but others were a blur, blotted out by crimson smudges. I guess you can't know what's coming every step of the way. Ruins the "fun" of experiencing it.

Character page for the Max Payne video game series.

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Max Payne

Max Payne

^{Click here to see Max in the first game}

^{Click here to see Max in the second game}

Voiced by: James McCaffrey

Modelled after: Sam Lake (Max Payne) | Timothy Gibbs (Max Payne 2) | James McCaffrey (Max Payne 3)

Appearances: Max Payne | Max Payne 2: The Fall of Max Payne | Max Payne 3

"After Y2K, the End of the World had become a cliché. But who was I to talk, a brooding underdog avenger alone against an empire of evil, out to right a grave injustice? Everything was subjective. There were no personal apocalypses. Nothing is a cliché when it's happening to you."

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 guesses 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 São Paulo, Brazil. As with most of his career moves, it ends only in blood and tears. (Emphasis on the former.)

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• '90s Anti-Hero: Max both plays the archetype straight and deconstructs it. He's 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, he's such an emotional wreck he can't live a normal life even when he tries, he regrets how easily he gives into murderous urges when he just wants to be a fair cop protecting the peace, and by the third game he's become an alcoholic addicted to painkillers. Max is the realization that if someone actually tries to be a hero in the way the anti-heroes of the 90s did, their life would suck.
• Abusive Parents: His father was a war veteran who suffered from PTSD and alcoholism, physically abused and cheated on Max's mother, and was almost never around to spend time with Max.
• Adaptational Job Change: In the original games, he is implied to be working in narcotics at the NYPD, due to his liaising with Alex on several cases. After the deaths of Michelle and Rose, Max takes up Alex on his offer of a transfer to the DEA and, after the events of the first game, he goes back to the NYPD, this time as a homicide detective. His film counterpart, on the other hand, has been filed away into a desk job at the Cold Case Unit prior to the start of the film.
• The Alcoholic: Jim Bravura believes he is one in the second game. But Max has truly become this by the time the third game begins.
• Always Save the Girl: Or at least always try. Max is constantly attempting to save women caught up in whatever mess he's found himself in. Giovanna and possibly a hooker from his apartment building in the second game (if the player keeps her alive) are his only confirmed successes in this regard, though it's possible Rodrigo Branco's secretary made it out before the building blew up.
• Anti-Hero: Max is quick to resort to gunning down anyone in his path, will engage in morally dubious acts to pursue his man, and tends to cause a lot of collateral damage. But he only targets those who deserve it and is still a true cop at heart, protecting innocents, upholding morality and honor, and never giving up until he catches the criminal and dispenses justice. 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.
• Art Evolution:
  • 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.
  • Max, along with all the other NPCs in the series, also start to look more realistic and better detailed due to improved graphics in each entry.
• Awesome McCoolname: "Max Payne" indeed. Characters are well aware of it and will comment on it.
• Back-to-Back Badasses: 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 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 to have him here as my backup."
• Badass in a Nice Suit: If you're going to act as bodyguard to the rich and famous, you need to look the part. (Needless to say, his suit gets trashed.)
• Badass Longcoat: Max's trademark attire is a black leather trenchcoat, 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.
• Bald Head of Toughness: He shaves his head halfway through the third game in an effort to disguise himself when going into the favela.
• Beard of Sorrow: By the third game, Max has obviously stopped caring about his appearance. He has some rough stubble in the first chapter and is sporting a full beard by Chapter 3.
• Because I'm Good At It: Why Raul comes to Max with an offer. It's work that only a guy like him can do.
• Becoming the Mask: 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.
• The Berserker: Hinted to be the source of Max's power - his rage and thirst 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.
• Berserk Button:
  • Due to his past, Max becomes enraged at violence against women.
  • In 3, a glorified Mook pistol-whips a female bar patron. Without missing a beat, the until-then calm Max grabs his service pistol and blows him away. This seemingly heroic action comes back to bite him in the ass, since it marks him for death in New Jersey given he just shot Tony DeMarco, the son of the DeMarco crime family's Don.
  • Robbing people of their organs proves to be a big one in 3. The conspiracy enrages Max so badly that he actually lets a favela boss who just killed his principal live to take revenge on the doctor performing the surgeries. After Max sees that, the button is pretty much taped into place the rest of the game.
• Beyond the Impossible: As far as the series is concerned, Max starts out a relatively fit guy for his age which goes away later in the series, but otherwise an average beat cop gone undercover with some Super-Reflexes and a cynical dose of unstoppable anger he's ready to distribute to every single armed criminal or punk pointing a gun his way. He proceeds to singlehandedly annihilate two separate mafias and give utter hell to a third, take down a major rogue government group with a little outside aid, cut out a nasty set of dirty cops in the NYPD, and then near-literally stumble into destroying an organ-harvesting operation among the rich and corrupt in Brazil while also wiping out dozens of platoon's worth of thugs, mercenaries, syndicates, you name it. Most of the game's casts are absolutely baffled or Locked Out of the Loop, and only three characters even remotely comprehend or grasp just how good Max is at destroying everything in his path, for good or bad; two of them end up sitting back and pointing him in the right direction to do it since he's a man with nothing to lose at both points and they're absolutely right to do so, while the third is his only real equal in badassery.
• Blood Knight: Max becomes this after his wife and child's death. It takes him til 3 to fully accept it, though.
• Brains and Brawn: The brawn to da Silva's brains in 3. Without Max's ability to shoot all of the villains up, da Silva would have been dragged out back somewhere and shot.
• Brooklyn Rage: Although Max's rage is of the Tranquil Fury variety, there is a lot of hatred boiling under that coat.
• Byronic Hero: Max hits a lot of the criteria, being extremely cynical, moody, self destructive, haunted by a Dark and Troubled Past and also sports an incredible drive to accomplish whatever goal at hand, even when he thinks it may all be for nothing.
• The Call Knows Where You Live: 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 Resigned to the Call.
• Calling the Old Man Out: While he never did so vocally, the young Max, 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.
• Cartwright Curse: Max believes himself to suffer from this. Between the fates of his wife and Mona, he doesn't really have that much room to doubt.
• Chronic Hero Syndrome: 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 Justice Will Prevail, no matter how hopeless his odds are and how much he is going to regret it afterwards. Justified, since Max is up against some pretty despicable and dangerous people who would have directly/indirectly killed scores of innocent people if he didn't intervene.
  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!
• Clint Squint: The default expression for his model in the first game, which has led to fans joking about him being constipated during the game.
• Clothing Damage: Averted in the the first game, however in the second game, his dress shirt is bloodied after getting shot and falling through multiple scaffolding at a construction site. In the third game, his clothes tend to get dirtied or reduced to shreds after facing multiple armed thugs.
• Cool Shades: Briefly in the third game; Some favela thugs steal his first pair, along with his watch and Desert Eagle. Then later, he wears sunglasses in the last mission, where he takes them off along with his suit jacket as he prepares to face the UFE mooks in the airport. The ending of the game has him wearing shades as he relaxes at a beach.
• Costume Evolution: Max wears a leather jacket in the first two games and the chronological beginning of 3, switches to suits when he becomes a bodyguard for an affluent businessman in Brazil, and then switches to a Hawaiian shirt and a wife-beater after he sets out on his own.
• Cowboy Cop: In the first two games.
  Max: (to Vinnie Gognitti) Go ahead and cry "police brutality", it won't make a difference.
• Cutscene Incompetence: 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. He is promptly disarmed, and Fabiana, shot.
• Cycle of Revenge: 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.
• Dark and Troubled Past: Max's father, Jack, was a severely traumatized 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 to the bottle, which eventually killed her, and the latter openly fantasized about killing him. Then, of course, his wife and daughter were brutally murdered by insane drug addicts...
• Dating Catwoman: 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.
• Deadpan Snarker: The very bitter kind of Deadpan. Although Max makes sarcastic comments since the first game, they get more frequent and harsher in the third game.
• Death Seeker: There are a few instances, especially in the 3rd game, where Max hopes to die in a lot of the situations he ends up in.

"I was still alive, and still not that really happy about it."

• Dented Iron: In each of the games, he receives ridiculous amounts of punishment and it shows on his character model as the game progresses. It's most evident in the second game when he falls off scaffolding, survives fires and gets shot in the head. No wonder he's developed an addiction to painkillers.
• Destructive Savior: He tends to cause untold amounts of property damage wherever he goes. In the third game, he demolishes an unfinished hotel with C4 and destroys a private jet with a grenade launcher after causing havoc at an airport.
• 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.
• The Dreaded: Max slowly becomes this as the games go on.
  • In the first game, this is hinted at when we overhear Nicole Horne reprimanding one of her henchmen over the intercom in the final level.
    Nicole Horne: What do you mean "He's unstoppable"?
  • In the 2nd game, Part 1 Chapter 2 "A Criminal Mastermind" when Vlad taunts Vinnie Gognitti and his goons over his intercom when he finds out Max has arrived.
    Vladimir Lem: Ladies and gentlemen, allow me to present Max Payne, New York's finest! With the biggest mobster body count ever! Dearest guests... prepare to die!
  • In that same mission, Vinnie is clearly not happy to find out Max is in the very next room (considering the brutal beating Max gave him in the first game).
    Vinnie Gognitti: Oh no, Payne... not him! Fuck, fuck, FUCK!
  • Hell, just the title card for "A Criminal Mastermind" should give you an idea of how Vinnie feels about Max.
• Drunken Master: 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 a hangover is on the horizon is nothing compared to utterly ruining an entire police station full of corrupt, heavily-armed and -armored special forces cops without missing a step.
• The Dulcinea Effect: Don't hit women. You won't live long if he sees it.
• Dye or Die: Before venturing into the favela, Max shaves his head as an admittedly feeble disguise.
• Everyone Has Standards: Max is a hardened, stoic ex-cop who guns down scores of heavily armed criminals and doesn't bat an eye in the face of crime and violence. But there are quite a few instances where even he is disturbed by whoever or whatever he encounters.
  • He was genuinely unsettled by the brutality of the UFE in how they treated criminals.
  • When he encounters Dave in the Favela, Max is sickened when the man lets it slip that he uses Brazil's age of consent to go after underage girls, calling him a "fucking creep" in his narration.
  • When he uncovered the organ trafficking operation at the Imperial Palace Hotel, he was sincerely disgusted and horrified to the point of intense rage, letting Serrano murder the surgeon harvesting the organs and using explosives to level the hotel.
• Expy: Loses his family. Uses military grade equipment. Slaughters wise-guys in dozens. Has ties with shady figures working for government. Can't stand women getting hurt. Max Payne or The Punisher?
• Failure Knight: The poor guy can just never, ever catch a break. It gets worse with every game, too. Even when he wins, Max never really wins.
• Fall Guy: In all three games someone tries to blame Max for their crimes. It never ends well for those trying and, in the only way the universe ever goes easy on Max, he always ends up cleared.
• Forgets to Eat: Throughout the series, all we see Max eat or drink is coffee, beer, old donuts, and delivery pizza. He makes a few references throughout the series about not eating while he's working.
• Genre Savvy: Max knows how these sorts of Film Noir and Heroic Bloodshed stories go and his role in them, and sometimes compares himself to both Humphrey Bogart and Chow Yun-fat, the icons of the respective genres, in his various movie roles. That said, he isn't at all amused by the idea that his life has become a tired film cliché.
  "After Y2K the end of the world had become a cliché. But who was I to talk, a brooding underdog avenger alone against an empire of evil, out to right a grave injustice... Nothing is a cliché when it's happening to you."
• Glass Cannon: Max can really dish out lead, but can't take much damage at all; in the first game he goes down after only about 5 9mm shots, 3 Desert Eagle shots, or a single dead-on shotgun blast, making him no tougher than the basic Mooks he's fighting and way squishier than the Elite Mooks he runs into later on. He's a little less frail in the later two games, but still can't take much more damage than the enemies he fights.
• Guilt Complex: The nightmares in the 1st game imply that Max blames himself for failing to save his wife and child, and the game implies that all of his non-Valkyr induced dreams are the same type of nightmare. The 3rd game throws all subtlety out the window and Max narrates that he has never stopped blaming himself for what had happened. It also doesn't help that half his friends betray him in each game, and the other half die messily.
• Guns Akimbo: A frequent style of Max's when he's using pistols or submachine guns.
• The Gunslinger: Fittingly enough, Max is The Woo type: Guns Akimbo combined with Bullet Time are Max's stock in trade.
• Going Cold Turkey: At the beginning of the first game, he quits smoking, telling Alex he was doing so for the benefit of his daughter. But in the third game, he has started smoking again on top of his alcohol and pain-killer addiction, but in the middle of the story, he decides to kick the bottle, and by the end of the game it seems that he has successfully quit drinking.
• Hardboiled Detective: Being that the series is a homage to Film Noir, he evokes many of the traits of one. In the first game, he directly references Sam Spade and Philip Marlowe in relation to his situation.
• Hawaiian-Shirted Tourist: 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.
• Heroic Self-Deprecation: 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 the Branco family, and how he can't seem to see what's going on around him.
• Iconic Outfit: 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.
• Idiot Ball: In 3, Max makes many outright stupid and foolish choices, even when others are warning him not to. For example, at the end he decides to walk in through the front doors of the airport to look for Becker and Victor, despite knowing the police are looking for him. Sure enough, he's spotted not five seconds after walking through the doors. Max himself lampshades that he's not good at long term planning.
• I'm Not a Hero, I'm...: He concludes, "I was no hero," during his brutal interrogation of Vinnie Gognitti in the first game, with his preceding narration showing that he's just a desperate man in a bad situation.
• Important Haircut: The story reason for why he shaves his head in 3.
• Inexplicably Awesome: In an ostensibly realistic Film Noir-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 up, set on fire, beaten, and falls several stories, usually to a hard landing. And he tends to do several of these in the same night, possibly multiple times. He usually just pops some painkillers and walks it off.
  • In the second game, he gets shot in the head at point-blank range with a Desert Eagle; it just knocks him unconscious, a few hours later he's on his feet and storms a mansion of heavily-armed commandos. 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 is just fine for the rest of the level.
  • Max's Bullet Time is explained to be a state of heightened senses brought about by focused adrenaline and concentration, which was also used to explain how in 2 Max's Bullet Time powers up in the moment as he guns down enemies, because he's "in the zone". But when he can dive out a window and nail multiple headshots on enemies while flying through the air, it's a bit of a stretch to attribute it to just that.
  • Mixing alcohol and painkillers even once can be lethal in reality, yet somehow Max survives abusing both in the 9-year period between 2 and 3.
  • There is one thing that may explain all this — in the first game, Max is injected with a strong dose of Valkyr, which is said to be a Super Serum originally developed for the military. Given it's not ever explained precisely how Valkyr works, it's plausible it increased his physical attributes and mental acuity. Of course, the injection came after he single-handedly gunned down most of New York's mafia and survived a brutal beating and a sprint through a burning restaurant, so that explanation is only partially effective.
• Ink-Suit Actor: In the third game Max is not only voiced by James McCaffrey, but his face is also based on him as well.
• Interface Screw: 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.
• Jack Bauer Interrogation Technique: Max does this to Vinnie Gognitti in the first game when he catches up to Vinnie and incapacitates him in an alley. And it's why Vinnie is (understandably) so terrified of the mere mention of Max's presence in the second game.
• Jerk with a Heart of Gold: He's a snarky, cynical, violent man, and can be a dick even to his friends. 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.
• Justice Will Prevail: Max treats the idea that his Roaring Rampage of Revenge can be considered "justice" or "heroic" 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 Nominal Hero. The 1st game mocks this notion when Max discovers the truth behind his family tragedy, and that after discovering that his rampage may be justified on a moral scale, he immediately condemns himself for thinking it.
• Karma Houdini: 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 bring Victor Branco to justice. No concrete explanation is given as to how he managed go from shooting up half of São Paulo to kicking back on a beach in Bahia, but it's possible Da Silva had a hand in helping him along. Max lampshades his status as this at 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."
• Knight in Sour Armor: Some of the most sour to be found, but he presses on in spite of it.
• Language Barrier: Despite having lived in Brazil for several months at the start of the third game, Max doesn't know Portuguese. This isn't a big deal in his job with the Brancos, since they're all fluent in English, but it does hinder him when he doesn't have them around.
• Leeroy Jenkins: Word of God 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.
• Limited Wardrobe: 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.
• Love Martyr: Possible can be seen as this in the second game after he falls in love with Mona.
• Made of Iron: Shot in the chest, the head, thrown out of a burning building exploding around him, falling several stories onto a hard surface: Max 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. But he still qualifies for this trope by virtue of actually not receiving medical attention for his wounds in most of the series, when he gets 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. In-story, the only time Max receives any serious injuries is when the story needs him to (see Cutscene Incompetence above), and he tends to be fine after some cursory medical treatment. He even lampshades that through his long career he's been shot more times than he can count.
• Meaningful Name: Max Payne goes through max pain while afflicting max pain on his enemies.
• Memetic Badass:invoked He becomes one in-universe after the first game, where he single-handedly gunned down the most powerful mafia family in New York and stormed a skyscraper full of elite security forces and walked away. In the second game, 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 "New York's finest, with the biggest mobster body count ever!"
• Mighty Whitey: 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 paramilitaries who were oppressing them (and harvesting their organs), the police who were straight-up murdering them, and the politician who was exploiting them. Though from a storytelling perspective he is this, In-Universe it's a Subverted Trope. Max isn't protecting the people of São Paulo because he's the only one who can, but because it's the right thing to do. He flips when Neves, an organ harvesting Corrupt Cop, starts accusing him of trying to be a White Savior.
  Max: My problem? My problem!? Wanna know what my problem is!? You're turning humans into GLUE! That's what my fucking problem is!
• Morality Pet: Ironically, he's Mona's.
• My Greatest Second Chance: Max views every Damsel in Distress he meets as this, which is tragic since they all die, too.
• Old Soldier: He has battled his way through the underworld in three games and can even take on paramilitary forces if that's what it takes to reach and eliminate his target. In 3, this is a remarkable achievement considering his substance addiction and age.
• Older Than They Look: Was 37 in the first game, yet looks a decade younger than that.
• One-Man Army:
  • 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!
  • According to the creators, such as Dan Houser, Max can be considered an Unreliable Narrator to some extent, due to painkiller abuse, head injuries, doses of Valkyr, or being drunk. That said, if you keep a running total throughout three games, Max has personally killed something on the order of two thousand mobsters, criminals, mercenaries, and assorted scumbags.
• Perpetual Frowner: Considering all the stuff that happens to him, he has a very long list of very good reasons to be one. However, he is depicted smiling and laughing in some of the graphic novel scenes of the first game as well as having a smirk on his character model.
• Private Eye Monologue: Max narrates his own adventures.
• Punny Name: The pun is more serious than funny. Max Payne is pronounced similar to "Max Pain" and it's integrated into the work. First, the pain started three years ago, Max takes painkillers, and it's implied that he inflicts max pain on the criminals.
• Riding into the Sunset: At the conclusion of 3, Max kicks back and retires to the beach.
• Roaring Rampage of Revenge: 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.
• Rule of Symbolism: 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 little or no armor^note Historians disagree on if "berserker" means "bear-shirt" as in they wore animal hides, or "bare-shirt" as in they wore no armor. yet were impervious to iron and fire — Max goes the entire game in a leather coat and undershirt as his enemies attack him with a variety of firearms to no lasting effect.
• Spanner in the Works: You name it, if Max is involved it's going to unravel. Violently. The only character that is even remotely aware of the risks he poses by being around is Vladimir, and he tried to work around that, though Winterson and Vlad both wanting Mona dead due to her being hired by Woden ultimately put the kibosh on keeping Max out of the picture. This reaches the point that in 3, Max may as well be an Outside-Context Problem to the villains, because while Victor and Passos did try to hire him as a scapegoat, no one but Passos had even the slightest inkling of what they were getting involved with.
• The Stoic: Max is quite unflappable, and he rarely raises his voice, even in dangerous situations. He proves Not So Stoic when he confronts Neves with his organ thievery in the third game.
  Max: YOU'RE TURNING HUMANS INTO GLUE! THAT'S WHAT MY FUCKING PROBLEM IS!
• Super-Reflexes: The Bullet Time is basically an extension of his reflexes. In 2, he doesn't slow that much during bullet time, and he gets faster as he kills enemies (which makes it feel more like a super power, though it can be handwaved by adrenaline).
• Surprisingly Realistic Outcome:
  • Max's substitute for health power-ups is painkillers. Come the third game, he's become addicted.
  • Max's refusal for help with his depression makes it worse as the series goes on. Engaging in acts of mass murder, despite being in self defense, doesn't help his psychological health either.
  • In III, after killing so many UFE officers in Nova Esperanca, his deeds become known across the city of São Paulo. When he intentionally goes to UFE headquarters to be Captured on Purpose, he is immediately recognized and taken prisoner. He is also immediately reconized at the airport by those concerned.
• Survivor Guilt: 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.
• Terror Hero: Of The Intimidator and The Dreaded kinds. Towards the end of the first game and throughout the second, Max's bad guy body count and beatdowns have earned him a fearsome reputation in the criminal underworld. Especially with the New York Mafia...and especially Vinnie Gognitti.
  Vinnie Gognitti: Oh no, Payne...not him! Fuck, fuck, FUCK!
• 'Tis Only a Bullet in the Brain: In the second game, mirroring Mona's injury.
• Tranquil Fury: One of his trademarks: even when furious, he keeps his cool and remains stoic. He drops it more in 3 in favor of Unstoppable Rage after 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.
• Turn in Your Badge: 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 Winterson, so Bravura and Max decide it's better for Max to retire.
• Unreliable Narrator: All three games begin at their end, then move into Max's extended flashback. As such, the entirety of each game is Max's recollection of events. The games' creators have confirmed that Max's memories aren't meant to be taken as if they're wholly accurate; after all, in each game, he gets drugged, drunk, or hit in the head a lot. As such, Max's massive personal body count probably isn't as high as the gameplay indicates, although Vlad's monologue in the second game indicates that it's still massive.
  Max, at the start of Max Payne 2: They were all dead. Love kills.
• Unstoppable Rage: Arguably his strongest ability. When Max gets angry- which is a lot- he becomes nigh unstoppable. This comes to a head towards the end of the third game, which is one of the few times in the franchise where he becomes very, very mad. He even begins to strangle the guy he's holding, and is only stopped when held at gunpoint.
  Max: You DISGUSTING PIECE OF SHIT! I know EVERYTHING!
• Vigilante Man: 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. Save for 3, but in that case the cops are corrupt anyway.
• Walking Disaster Area: Summary of each Max Payne game: Everybody dies, except Max Payne. And a few locations along the way are 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 completely destroy the place?!"
• Weapon Specialization: Max's weapon of choice is the Beretta 92FS, of which he usually carries two. In Brazil, he transfers to the Brazilian copy, the Taurus PT92.
• Why Won't You Die?: On the receiving end of these speeches several times.
  Vinnie Gognitti: Are ya freakin' kidding me?!! He's just one lousy cop! Ya better be freakin' kidding me! Whack 'im! What's the freakin' problem? Hello? Answer me! Hello?
  
  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.
  
  Vladimir Lem: 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!
• Wife-Basher Basher: Due to his trauma regarding the women in his life being killed, Max's first reaction to a woman being abused is to gun down the offender. It bites him in the ass when he kills DeMarco Jr.
• Younger Than They Look: As a stark inversion of the first game, Max is about 49 in the third game, yet looks almost a decade older than that, likely due to decades of alcoholism and painkiller addiction, in addition to the sheer physical stress he put himself through in the first two games.

Max's Loved Ones

Michelle

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.

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• She Knows Too Much: 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, but Nicole Horne overreacted a bit.
• The Lost Lenore: For Max as his lost wife that he loved dearly.
• Rescue Romance: She first met her future husband Max when he saved her from an attempted robbery.

Rose

Rose Payne

Max's baby daughter. Like her mother, she too is a victim of the Valkyr conspiracy.

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• Death of a Child: Rose is the first character to get killed in the series, and she was only six months old. Everything just goes downhill from there.
• No Name Given: For the longest time. She didn't get named until we saw her and Michelle's tombstone in Max Payne 3.

Mona

Mona Sax

Voiced by: Julia Murney (Max Payne), Wendy Hoopes (Max Payne 2)

Modelled after: Carol Kiriakos (Max Payne), Kathy Tong (Max Payne 2)

Appearances: Max Payne | Max Payne 2: The Fall of Max Payne | Max Payne 3 comics

"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.

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• Adaptational Badass: In the first game, Mona kept screwing up to the point where she could be considered incompetent. Her film adaptation gets more action scenes and kills several bad guys in the part where Max and her attack the Aesir Corperation building. Then again, in the second game she's a Player Character and a One Woman Army.
• Affably Evil: Charming, pleasant, and honorable, it's easy to forget she's not a very moral person.
• Anti-Villain: She may be an assassin, but she is willing to work with Max to take down people far worse than herself. She also has a strong moral code when she's not doing the mob's bidding.
• Ascended Extra: She appears twice in the first game, has little impact to the plot, and seemingly dies after being shot in the head by one of Horne's mooks. The sequel has her as a playable character and Max's only ally against the people trying to kill them.
• Angsty Surviving Twin: After Lisa's death in the first game.
• Another Side, Another Story: In Max Payne 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.
• Badass Longcoat: She wears a black jacket in the first game, but switches out to a blood-red leather jacket in the next game. Her film incarnation also wears a coat like this.
• Broken Bird: "Something" happened to Mona to make her the dangerous assassin she is, but she copes with it.
• The Cameo: 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.
• Creepy Twins: She and her twin sister, Lisa Punchinello. Lisa is also implied to be a psychic.
• Conspicuous Gloves: Wears scary leather gloves like Agent 47.
• Dark Action Girl: She's badass, dresses in black, and racks up a body count to rival Max's.
• Distaff Counterpart: She's a Foil to Max, an assassin with a conscience to Max's Cowboy Cop.
• The Dragon: To Alfred Woden, being his chief enforcer and assassin.
• Dreadful Musician: Max can listen to her Singing in the Shower.
• Doomed by Canon: If you beat the second game on Dead on Arrival difficulty, she will survive the gunshot wound Vlad gives her towards the end of the game. But it's confirmed that the canon ending is where she dies.
• Fanservice Pack: The fanservice went up a notch with her gorgeous redesign and then some in Max Payne 2.
  • Midway through the second game, she gets into a brief making-out session with Max, which is interrupted by the cleaners.
• Femme Fatale: Directly called one by Max. She's beautiful, but she'll kill you if you wrong her.
• Heel–Face Revolving Door: Despite being mostly on Max's side, she drugged him because she thought he was going to get her sister killed and she wanted to kill Angelo Punchinello herself, then reappeared revealing that she was working for Horne, only to get herself shot in the head for choosing to spare Max because she liked him. Then, when she turns out to be alive, she allies with Max against the cleaners and the Russian mob, only to seemingly turn on Max when it's revealed Alfred Woden hired her to kill both him and Vladimir Lem. But ultimately she can't bring herself to do it and gets fatally shot by Vlad.
• Hitman with a Heart: She doesn't kill nice guys; that includes Max. When she finally pulls a gun on him at the end of 2, she can't bring herself to do it.
• Ironic Echo: When Mona first meets Max, she proclaims "Lisa's the Damsel in Distress, I'm the professional". Her last words before death are "God... I turned out to be such a damsel in distress".
• Made of Iron: Like Max, when she's playable she can take a lot of bullets before she drops.
• Ms. Fanservice: Thanks to a new model, better graphics, and a larger role in the story, we get to see her lovely figure as she headshots scores of mooks. She even has a fully rendered nude model for a brief Shower Scene, although the player only sees her Toplessness from the Back and from the waist up.
• The Only One Allowed to Defeat You: She spiked Max's drink to prevent him from killing Angelo first. Unluckily for Mona, she 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.
• Polar Opposite Twins: As evidenced by a family photo. When Mona first meets Max, she even proclaims "Lisa's the damsel in distress, I'm the professional."
• Professional Killer: She's a contract killer.
• Promoted to Playable: She's an NPC in the first game, but became playable for a couple of levels in the second.
• Red and Black and Evil All Over: Double Subverted; She wears black clothes and a red jacket in her second appearance, but is on Max's side for most of the game, until it's revealed she was hired to kill Max by Woden. But she doesn't go through with it, having fallen in love with Max.
• Redemption Equals Death: Twice. She ends up get shot twice over refusing to betray Max, and dies the second time.
• Shameless Fanservice Girl: Isn't the slightest bit embarrassed when Max catches her showering in her hideout, just calmly asks him to pass her a Modesty Towel.
• 'Tis Only a Bullet in the Brain: 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. Following her death, Max comments on the bullet "coming to the end of its slow-motion journey."
• Took a Level in Badass: In the first game, all she did was point a gun at Max twice, roofied him, got her ass kidnapped, was nearly tortured to death by the Punchinello gang, escaped and reappeared to get shot in the head. The sequel introduces her by having her headshot three cleaners in quick succession, and when the player controls her, she racks up a bodycount only surpassed by Max's.
• Wife-Basher Basher: Set out to brutally kill Punchinello in retaliation for beating her sister. She even drugged Max rather than risk him beating her to it.

Mafia Of New York

Angelo Punchinello

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.

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• Ain't Too Proud to Beg: Once Max shows up in his office inside his mansion, the Don pleads with him to be spared. He then tries the same with Horne's mooks. It doesn't work.
• An Offer You Can't Refuse: 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.
• Bait-and-Switch Boss: 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 Horne's goons bust down the door, kill him, and suddenly you're facing three Elite Mooks with one of the best weapons in the game in a small room with nowhere to hide.
• Big Bad Wannabe: He's initially presented as the main villain of the game. When you finally confront him, you find out he's just The Dragon to Nicole Horne.
• Dirty Coward: Without his men to back him up, Angelo's real persona is actually a feeble, helpless old man. He even tries to run away when Horne's hit squad arrives, but does not succeed.
  Max: He was trying to buy more sand for his hourglass. *click* I wasn't selling any.
• Disc-One Final Boss: Disc 2, more like. When Max finally confronts him, it turns out something bigger is brewing.
• The Don: Of The Mafia.
• Killed Mid-Sentence: "No! I told him nothing—"
• Meaningful Name: Punchinello (originally Pulcinella in Italian) was a stock character in Neapolitian puppetry. Angelo Punchinello is also figuratively a puppet.
• Non-Action Big Bad: He only counts on a number of men with guns between him and Max, and doesn't even try to defend himself when Max ultimately has him at his mercy in his office.
• The Pawn: He's just Horne's puppet to spread Valkyr.
• Sadist: Mona describes him as such. He also tortured his wife to death (possibly due to him suspecting her being involved in Mona's attempt to kill him), with Max noting from the state of the corpse that he likely enjoyed doing so.
• Trap Is the Only Option: Max requests a peace summit, hoping the old man is angry enough to make a wrong move. Both sides are lying through their teeth about a truce, but Max agrees to meet at Punchinello's fancy restaurant, which has fallen on hard times. Predictably, Punchinello has poured gasoline everywhere and sparks a fire as soon as Max takes one step inside.
• The Unfought: He falls to pieces and pleads for his life the moment Max enters his office, and is mowed down by Horne's mooks soon after.
• The Unseen: 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.
• You Have Outlived Your Usefulness: After he has thrown everything he has at Max, and failed to kill him, Horne pulls this on him.

Jack Lupino

Jack Lupino

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 Punchinello 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.

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• Adaptational Badass: In the film, he's mentioned to be a former army sergeant.
• Addiction-Powered: He's high on Valkyr, which turns him into a Damage-Sponge Boss.
• Alien Blood: By his account, Lucifer's blood is green.
• Ax-Crazy: Lupino's always been something of a nutjob, which is made worse by his use of the Valkyr drug.
• Bad Boss: He does things like shoot underlings because he wants to see what their brains look like splattered on the wall, and Max comes across three of Lupino's men lying dead surrounding his altar, revealed he's sacrificed some of them for his demonic worship. As a result his men are terrified of him.
• Bald of Evil: He has a shaved head, and is one of the most deranged men Max ever comes across.
• The Berserker: Lupino can be construed as a modern day take on a Norse berserkr, a deranged warrior whose trance-like fury is fueled by copious amounts of hallucinogenic drugs.
• Cloud Cuckoolander: Due to a combination of his obsession with occult writings and being completely blasted out of his brain on Valkyr, every single word out of his mouth is barely comprehensible rambling nonsense about the apocalypse invoking the power of almost a dozen different gods and demons.
• Damage-Sponge Boss: He can soak a good 64 rounds of 9mm gunfire before dropping, compared to just 4-7 shots to kill regular mob goons. You could chalk it up to being hopped up on Valkyr, but later bosses in the game (Frankie, Boris, and B.B.) can soak similar amounts of damage.
• Disc-One Final Boss: He's defeated at the end of Chapter 1 and thought to be the mastermind responsible for Alex's murder, but he's just a lieutenant in the mafia; Max later reflects it was a waste of time aiming for him when Punchinello is The Don.
• The Dreaded: His goons are horrified of him and speak of him only in hushed tone, and for a good reason too. Vinnie is terrified of him, and even Angelo Punchinello wrote a threatening letter to try and rein him in, to no avail.
• Drugs Are Bad: His abuse of Valkyr has driven him completely batshit insane to the point that he believes himself to be the Fenris Wolf of Norse mythology and a messenger for Hell.
• Facial Markings: The occult looking tattoo over his left eye.
• Fat Bastard: He's overweight and a deranged drug addict who routinely murders his own men.
• Feel No Pain: He's so high on Valkyr, you have to pretty much reduce him to pulp before he finally falls. Max even 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. After you find out Valkyr is a Super Serum that wasn't quite perfected, it becomes clear why the jumped-up Lupino was so difficult to take down.
• Hollywood Satanism: He seemingly worships any existing demonic creature from every existing religion in the world. And even some fictional ones like Cthulhu. And then, there's stuff like human sacrifices and soul-selling pacts.
• Human Sacrifice: Three dead goons surround the altar where he conducts his esoteric rituals.
• Kill It with Fire: He throws Molotovs as well as shooting at you with his sawed off shotgun.
• Large Ham: He never stops shouting his insane declaration "I HAVE TASTED THE FLESH OF FALLEN ANGELS!"
• Laughing Mad: Part of his "batshit insane and high as a kite on Valkyr" persona.
• Meaningful Name: He declares himself "The Wolf" due to his last name.
• No Indoor Voice: He's so loud Max can hear him clearly down the halls from his ritual chamber.
• Painting the Medium: He's the only character to have unusual speech balloons: they are light green and have an edge consisting of sharp curves, vaguely giving the impression of spilled Technicolor Poison (see the linked screenshot below under Slasher Smile).
• Shotguns Are Just Better: He wields a sawed-off shotgun.
• Slasher Smile: In the graphic novel sequences, Lupino delivers a very creepy, unsettling one during his final rant before his big boss fight with Max.
• The Starscream: His tearing Punchinello's threatening letter to pieces may be construed as an act of defiance, possibly suggesting that his new-found loyalty to the demons of Hell easily overrides any mafia allegiance.
• Talkative Loon: He's fully insane and very eager to share his revelations, rambling on about Ragnarok and various demons.
• Tattooed Crook: He has a flame emblem tattooed over his left eye.
• Werewolf Theme Naming: Lupino is a rather fitting name for a self-proclaimed "Fenrir".
• Wrong Genre Savvy: Lupino has been reading up on occult tomes and mythology textbooks lately, and in tandem with the Valkyr it's gone to his head. He's fully aware of all the Norse symbolism peppering the game and thinks it's for real: the seemingly endless blizzard engulfing New York is a sign that Ragnarok is coming, and he is the Fenris Wolf who will help usher in the end of the world. Of course, Ragnarok isn't coming and the world isn't really ending, Lupino is just really crazy. Furthermore, Lupino goes down with bullets just like any other mortal human being (though it does take quite a lot, as Max points out).

Vinnie Gognitti

Vinnie Gognitti

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 whom Max pumps for information. Max muses that Vinnie is a pushover with no leadership skills. After being spared by Max in the original, he returns in the second game, now the leader of his own gang. He is the process of waging a war against Vlad and his men.

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• Ain't Too Proud to Beg: Vinnie is hungry for revenge on Max, but quickly changes his tune once he's strapped to a bunch of bombs.
• Alas, Poor Villain: He's a violent mafioso, but by the end of Max Payne 2 it's clear he's a completely pathetic loser. Vlad's merciless and sadistic murder of him even after he ceases to be a threat evokes a little sympathy. Though perhaps not too much.
• Art Evolution: He gets a new, visibly younger model in Max Payne 2.
• Badass in a Nice Suit: He wears a white/greyish suit in the first game and peforms some impressive free-running while being severely injured. Averted in the second game, in which he always wears a tracksuit and is definitely more of a wimp.
• Badbutt: 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."
• Big Bad Wannabe: Vinnie wants to be a big-time gangster. He's not without intelligence, according to his dossier, but he's useless in a fight, and none of his goombas take him seriously. (Certainly the Russians don't.)
• Butt-Monkey: Vinnie pretty much exists to be humiliated.
• Cluster F-Bomb: The games and their casts are not shy about swearing, but Vinnie takes it to a new level.
• Composite Character: With himself in 3's multiplayer. He has the voice actor of 2, but is designed after his appearance in 1.
• Cornered Rattlesnake: Multiple characters emphasize that Vinnie is a wimp and an idiot, but he can really book it when his life depends on it. The dude managed to run a few city blocks and even leap onto a speeding train with a bullet in his stomach, and when cornered and fought he takes a good 32 rounds of 9mm dual Beretta fire before finally going down (though unlike most bosses, his aim is atrocious, so even though he's got a Desert Eagle he's still not too tough).
• Creepy Mascot Suit: Vlad has him trapped in a Captain Baseball Bat Boy suit. Should he remove the suit, the bomb in it would explode.
• Cruel and Unusual Death: Blown to bits by a cartoon mascot filled with C4, leaving only a smoking rubber shoe behind. Even Mona thinks it was a bit harsh.
• Dartboard of Hate: In the hotel manager's office. The Finito Brothers have to take orders from him, but they don't hold Vinnie in high esteem.
• Deadly Game: He's forced into one by Vlad, in the form of a Captain Baseball Bat Boy trivia game show, with the grand prize of having the bomb strapped to his head removed.
• Death by Irony: Vlad knows he is an avid collector of Baseball Bat Boy paraphernalia, and can not resist trying on the full-size costume he just ordered.
• Dirty Coward: He runs from Max when confronted and is quick to flee if things turn against him.
• Dragon Ascendant: Come 2, he's in a higher position within the mob than the first game, since everyone else is dead.
• Dragon-in-Chief: Considering that Lupino is too high out of his mind on V to bother with running the mafia and that all of letters addressing the underlings are signed by him, he's likely the one calling the shots in the V-trafficking operation.
• Enemy Mine: In 2, he and Max reluctantly team up to fight the Cleaners.
• Escort Mission: What the above trope amounts to. Vinnie is 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.
• Even Evil Has Standards: He's a pathetic scumbag, but he was frightened and horrified by Lupino's increasingly deranged behavior and homicidal tendencies, writing a letter to Angelo stating that Jack had "gone voodoo".
• Eviler than Thou: He gets taken out by Vlad in ludicrous fashion. Ironically, he is more dangerous in death, as the explosives surrounding his suit light the funhouse on fire.
• False Reassurance: In a dream, Vlad detonates the bombs surrounding Vinnie's head after lulling him into a false sense of security with pedestrian quiz show questions.
• Flanderization: In the first game, he was cowardly, but intelligent enough to be a middle-rank shotcaller in the family. By the second game, however, his intellgence degrades massively and he can't even run a small group of thugs left over from the decimated mafia.
• Gangbangers: He has the demeanor, attire, attitude and quick temper of a youth street gang in Max Payne 2, whereas in the first game he looked more like he was part of The Mafia with his suit.
• "Get Back Here!" Boss: The levels he appears in in the first game have Max chasing him on rooftops.
• Hated by All: Max hates him, Vlad hates him, his own men hate him and make fun of him behind his back. If the cartoon mascot was sentient, it would probably also hate him.
• Horrible Judge of Character:
  • He thinks Payne can be talked down with legalese and procedure when Max is technically no longer a cop, desperate, and has already massacred scores of gangsters at Lupino's hotel. Something his henchmen warned him of over the phone. He even fires his gun into the ceiling, not expecting Max to shoot back instinctively.
  • He also believes he can win a mob war against Vlad after the latter lost a gun shipment through Boris Dime to the Punchinellos, but backs him too far into the corner to where Vlad goes on a bombing spree and strikes a deal with Max, dooming the whole family.
  • In Max Payne 2, he starts another gang war with Vlad, where he's not just out of his league, but they're not even playing the same game. When Vlad's army of cleaners come for him while he's trapped in a comic book character costume with a bomb inside he gets a phone call from his new boss denying him help, admonishing him for his overconfidence and leaving him to die.
• Imperial Stormtrooper Marksmanship Academy: Most bosses Max fights in the game have much better aim than regular Mooks. Vinnie's the exception: he's got the same atrocious aim as the regular mob goons, so even though he's packing a Desert Eagle he's not much of a threat to you. He even misses Max from a few feet away in their initial confrontation.
• Kick the Dog: Max is careful to mention that Vinnie "takes out his frustrations" on underage girls and streetwalkers. Otherwise he would be too pathetic to hate.
• Made of Iron: In the first game, despite getting shot in the stomach by Max, he manages to hop across several rooftops, leap onto the roof of a speeding elevated train, ride it to another neighborhood, and then run 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."
  • And he's still alive after being shot at by Max in their final confrontation in that game.
• Manchild: Even his own men recognize him as such, saying he's too busy playing with his toys to do the actual work.
• Middle-Management Mook: In the first game, where he functions as one of Punchinello's day-to-day business operators. Max notices that while Vinnie is actually quite competent at his post, he also doesn't really have the courage or drive to advance any further on the Punchinello mob's corporate ladder.
• Nerd in Evil's Helmet: He is a fan of Captain Baseball Bat Boy and has his apartment decked with merchandise from the show. 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!
• Not Enough to Bury: Being blown up by explosives strapped to the Captain Baseball Bat Boy isn't exactly conducive to an open casket funeral. It's possible to even find what's left of him in the burning ruins of the fun house. His grave appears in Chapter VIII of the third game, where Max can lampshade this trope wondering how they found enough of him to even bother with a headstone.
• Not Quite Dead: Max leaves him bleeding in an alleyway in the first game, but Vinnie returns for 2.
• Number Two for Brains: He's Lupino's right-hand man, for some reason.
• Le Parkour: In the first game he performs some impressive acrobatic feats and freerunning moves, especially considering he was shot in the gut.
• Red Herring: In 2, he is just a distraction from the real villain. Max wants to believe in Vlad, so he ignores fairly-obvious clues or makes up excuses for him, alleging that Vinnie is the one behind the Cleaners.
• The Remnant: He's the only high-ranking mafia member left alive after Max's rampage in the first game. His clothes are also very casual compared to the classy suit from before, and his gang's HQ is in a poor and delapitated neighborhood, showing just how far the Punchinellos have fallen from grace.
• Sir Swears-a-Lot: Vinnie is even more frantic in the sequel. He also uses stronger language than before.
• Sissy Villain: A Manchild, incompetent as a gang boss, and has an annoying voice.
• Too Dumb to Live: Somehow thought that putting on a BaseballBatBoy suit, sent to him by his arch-nemesis (in the middle of a gang war, no less) was a bright idea.
• Took a Level in Dumbass: He clearly looks and sounds stupider in Max Payne 2 than he did in the first game.
• We Cannot Go On Without You: In 2's Escort Mission, if Vinnie dies the bomb in his costume explodes, killing both of them. 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. Justified as Max intended to piss off Vlad by having Mona defuse his "trojan horse".
• Wrong Genre Savvy: 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. Problem is, Max is done playing by the rules at that point and has gone full vigilante, so Vinnie gets a bullet in the gut for his bravado.
• Your Head A-Splode: His ultimate fate at the hands of Vlad.

Frankie Niagara

Frankie "The Bat" Niagara

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.

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• Batter Up!: The baseball bat is his weapon of choice.
• Bond Villain Stupidity: 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.
• Bullying a Dragon: 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.
• Damage-Sponge Boss: He can soak a good 60 rounds of 9mm pistol fire before dropping. That's about as much as Jack Lupino, despite Frankie not being hopped up on Valkyr. Being armed with dual Mac-10s and being very accurate with them, he's also potentially even more dangerous than Lupino as well.
• Embarrassing Last Name: Payne manages to turn Frankie's into one.
  Max: Niagara, as in you cry a lot?
• Faux Affably Evil: He talks friendly with Max, but only about violence and how he loves it.
• Flunky Boss: He's got about three goons with him in the bar when you bust in on him to take him out.
• Guns Akimbo: Though he loves his bat, Frankie's also not averse to dual-wielding MAC-10s.
• Hoist by His Own Petard: 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.
• Nerd in Evil's Helmet: He is a fan of Captain BaseBallBat-Boy.
  Frankie: Nothin' wrong with a little laugh now and then.
• Professional Killer: Of the hitman variety.
• Psycho for Hire: His love of torture and cartoon violence in combination show a man who's clearly unhinged.
• Suspiciously Similar Substitute: He looks and dresses quite a lot like Rico Muerte, and has got a lot in common with him as well. You even fight him in the same room you fought Rico in. However, Frankie's got about twice as much health and twice the firepower as Rico did, and stands his ground instead of running away.

The Trio

Vince Mugnaio, Pilate "Big Brother" Providence and Joe "Deadpan" Salem

Don Punchinello's notorious henchmen, a trio of killers that guard him at his mansion.

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• Anti-Climax: The Trio are hyped up as the most dangerous killers in the mob, so much so that Max doubts even Mona could take them on, but ultimately they aren't particularly dangerous or difficult to fight. They take a bit more damage than your average henchman (they've got about as much health as Gognitti did), but nothing like Jack Lupino.
• Ax-Crazy: They get real enthusiastic when they get to kill someone. Max says that "they'd have hung the heads of their enemies over the manor gates if the capo had only let them."
• Bald of Evil: Joe Salem.
• Climax Boss: Max squares off with them at the end of Part 2, when the plot takes a swerve.
• The Dreaded: Whenever "The Trio" is mentioned, even the mafia goons themselves take it seriously.
• Flunky Boss: Each of the Trio have a pair of goons with them.
• Glass Cannon: Joe Salem's got dual Mac-10s and pretty good aim, making him quite dangerous if you don't put him down quickly.
• Mauve Shirt: 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, aside from a brief introductory one at the start of the level.
• Professional Killer: All three of them are hitmen, and vicious ones at that.
• Psycho for Hire: As a running theme of Punchinello's enforcers, the three of them are crazy.
• Rule of Symbolism: They are likely a stand in for Cerberus, a three-headed hound guarding the gates to the Underworld.
• Token Minority: Pilate is the only African-American ranked member of the mafia.
• Scary Black Man: Pilate Providence.
• Shotguns Are Just Better: Vince Mugnaio carries a sawed-off shotgun, and has a pair of goons with shotguns backing him up.

Rico Muerte

Rico Muerte

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 getting serviced by Candy Dawn.

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• Authority Equals Asskicking: Zig-zagged. Though he certainly doesn't live up to his reputation, he is quite a bit tougher than regular Mooks, able to soak a full 36 rounds from your dual Berettas before dying (compared to just 4-7 rounds to kill most regular mob goons) and being your first opponent armed with a full auto weapon in the form of an Uzi.
• Ax-Crazy: While not as nuts as Lupino or the Trio, Rico does have his moments. The player finds him talking to Candy about a time where two "mad dog killers" were about to sort out their differences, and Rico was eagerly looking forward to the fight; when the two decided to play a fighting video game to work it out, Rico was so upset that he strangled both of them to death with the game cables.
• Dirty Coward: 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.
• Fat Bastard: He's a ruthless hitman and one of the portliest members of the mob you fight.
• Flunky Boss: A few Mooks will swarm into the room to help him as soon as you bust in on him and Candy Dawn, and several more Mooks will come along if you let him escape down the hallway he runs down.
• Interrupted Intimacy: Max walks in on him with hooker Candy Dawn, and the ensuing fight takes place with Rico's pants down around his ankles.
• Meaningful Name: His name can be translated as "rich from murder", fitting for a mafia hitman.
• More Dakka: He fights using an ingram (read: an uzi), the first instance of such in the game.
• Nice Job Fixing It, Villain: 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.
• Noodle Incident: 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.
• Professional Killer: Of the hitman variety.
• Properly Paranoid: He's got the door to his motel room rigged with a shotgun trap, just because. However, a pissed off homicidal cop with nothing to lose really is coming to whack him.
• Shrouded in Myth: Rico is apparently a "real Keyser Soze spook story" to the New York underworld, though we don't see much of the reason why in his one and only fight.
• Villain of Another Story: Dips slightly into this trope. He is actually in New York to assassinate the Mayor under the contract of Nicole Horne. His death at Max's hands puts an effective stop to this.

The Finito Brothers

Joey and Virgilio Finito

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.

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• Bumbling Henchmen Duo: Two goofy gangsters that like to crack stupid jokes at Max's name.
• Dartboard of Hate: Apparently, the Finito Brothers aren't very fond of Vinnie Gognitti as there's a photo of him on a dartboard in their office.
• Dual Boss: Max fights both of them at once. They're only slightly tougher than regular Mooks (they have about twice as much health and much better aim), but Max is locked in a small office with them without much decent cover, with one brother being armed with a Deagle and the other with sawnoff.
• Ironic Echo: Joey gives one to Max while revealing that his cover's been blown.
  Max: You're killing me. Did you make that up yourselves or did you get some wino downstairs to come up with it? Don't answer that. A rhetorical question. I've got something for the boss. Lupino around?
  Joey: That kinda depends on who's askin', a friend... or a junk squad plant? Don't answer, it's one of 'em, how'd ya put it, rhetorical questions.
• Ironic Name: Called Finito but are in fact the first boss fight.
• Pungeon Masters: They sure like to consider themselves this. Max disagrees.
• Punny Name: The Finito brothers die in their first and only appearance. Noted in a letter from Vinnie, which threatens to make the Finitos "finito."
• Stationary Boss: The one with the Desert Eagle stays crouched behind his desk taking potshots at you while the one with the sawed-off shotgun chases you around the room.
• Warm-Up Boss: In the first game, as mentioned above, they're the first mobsters with some characterization who aren't just disposable henchmen (and slightly tougher). This makes them Max's first "proper" boss battle in the game.

Candy Dawn

Candy Dawn

Voiced by: Joanie Ellen

"Oh Rico, you're so bad."

A hooker and stripper working for the family out of Lupino's hotel. She videotapes herself having sex with her customers and sells the tapes as amateur porn (or blackmails important customers with it).

---

• Badass Bystander: Despite being just a random hooker, she's considerably tougher than a basic Mook, having perfect aim and about 3 times as much health as a normal mob goon.
• Chekhov's Gunman: She's killed partway through Part 1 and never mentioned again... until Part 3, when Max finds out 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.
• Dark Action Girl: She's the lone female mob member fought.
• Dual Boss: 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. Rico also runs away to get more goons as soon as the fight starts, while Candy at least stands her ground against Max.
• Improbable Aiming Skills: Candy has perfect aim, in contrast to the Imperial Stormtrooper Marksmanship Academy aim of basic mob goons, though fortunately she still suffers from Hero-Tracking Failure.
• Interrupted Intimacy: Max walks in on her "servicing" Rico.

Police Of New York

Bravura

Deputy Chief Jim Bravura

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 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.

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• Adaptational Job Change: In the games, he's deputy chief of the NYPD. In the film, he's a DEA lieutenant. The second game has a throwaway line from a random cop noting that he demoted himself to Lieutenant to be closer to the common man.
• The Alcoholic: He has managed to beat the bottle in the second game. A fact he is very proud of.
• Benevolent Boss: Perhaps best shown by the message he leaves on Max's answering machine:
  "Payne? Where are ya? You're late again. Look, this 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*
• Bythe Book Cop: He's a dedicated police officer who strictly believes that any cop must act within the law, in contrast to Max, who finds himself having go outside the law to bring down the bad guys
• Da Chief: He's a lieutenant, but as Max's superior fills this role.
• A Father to His Men: Despite his harsh 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 is also the only officer who stays on friendly terms with Max after the latter is forced to leave the NYPD following the events of the second game.
• Hero Antagonist: 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.
• Heroic Wannabe: How Max views him in the first game.
  "Apart from his suspicious food habits I figured Bravura to be one of the good guys. Fate had just dropped us on different sides in this, but when it came to capturing me he was way out of his league.
• Life Will Kill You: 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.
• Murder Simulators: Also doubles as Leaning on the Fourth Wall considering this game being a Third-Person Shooter. Bravura ponders the following scenario:
  "What's next? A kid with a bag full of guns and a head full of video games turns the house into a shooting gallery. Breaks my heart."
• Nice Guy: Outside of his strict leadership, Bravura is a noble, well-intentioned man who cares greatly for the well-being of other officers. He shows genuine concern for Max's mental health in the sequel, asking him to come to AA and offering to get him therapy.
• Race Lift: In the film, he's played by the African American rapper Ludacris.
• Worthy Opponent: As he's taking Max into custody by the end of the first game, Bravura grouses that he gave them "one Hell of a ride." ..And it's only just begun.

Winterson

Detective Valerie Winterson

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.

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• Alas, Poor Villain: Even when the sordid truth of her affair with Vlad and her intention to kill Max and Mona comes to the surface, there is still an air of tragedy around her because she was genuinely in love with Vlad and, just like Max himself, would stop at nothing to protect her significant other.
• Asshole Victim: Subverted Trope. Max didn't know she was crooked when he shot her down. Even though everything turned out "fine" in the end, Max himself notes that it shouldn't serve as an excuse.
• Broken Pedestal: At the start of the game, Max regards her as a By-the-Book Cop, as well as a better detective than he is. By the end, Winterson is taking suspicious calls from her desk and blatantly tampering with witness testimony, to the point where Max has to interview the man again. Max admits that the uptight Winterson was "beneath [his] suspicion" until now. In a nightmare, he comes to the realization that it was Vlad on the other end of her phone line.
  "The gilding had cracked to expose the rot underneath."
• Deal with the Devil: Her boyfriend turns out to be 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.
• Dirty Cop: Max discovers in Chapter 2 that Winterson is stonewalling the Cleaner investigation and leaking details of the case to someone who's involved.
• Even Evil Has Loved Ones: Winterson has a son at home who suffers from blindness.
• Evil Counterpart: She becomes a darker mirror image of Mona Sax, who herself occupies a moral grey area. She is attracted to Max, but at the same time has a temperamental on-off and somewhat hostile relationship with him. Unlike Mona, she does not love him, and does not seem to possess the same degree of morality Mona ultimately has.
• Family-Values Villain: Winterson is a divorced and single mother raising her only blind son.
• Fatal Family Photo: Her phone messages to Vlad's machine reveal her motivations.
• Foe Romance Subtext: Winterson is hinted to have once harbored some attraction to Max, but nothing came of it. Once she became infatuated with Vlad, she began actively trying to frame Max for the Cleaner killings, along with Mona.
• Foregone Conclusion: The Fall of Max Payne opens with Max standing over her cadaver in the morgue.
• Hypocrite: She's unsympathetic to criminals, saying there is no excuse for their actions. When she is revealed to be one, she doesn't take any responsibility for her actions.
• Ice Queen: As befitting her surname. Some lower-ranking personnel on the force (the hit-squad Cleaners force, mind you) lampshade her aloof demeanor in Act II by exaggerating her posture into a runway model catwalk.
• Last Breath Bullet: She shoots Max Payne In the Back as she lays dying herself.
• Love Makes You Evil: Winterson grew reckless because she was seduced by Vlad and didn't want her son to grow up without a father. She didn't necessarily want to kill Max, but it was pretty clear that she was going to shoot through him if he got between her and Mona.
• The Mole: Similar to B.B., she's a Dirty Cop who secretly assists the Big Bad by sabotaging the case from within.
• Never My Fault: Winterson seems almost incapable of taking any responsibility for her failings. She morally judges everyone else as harshly as possible throughout the game, constantly pointing out Max's violations of police protocol and "unprofessional" behavior. At the same time, she blames everyone else for failure to apprehend criminals and protests that she has done nothing wrong whenever she is confronted. At no point does she ever seem to express guilt over jumping in bed (quite literally) with Vlad, or trying to kill people for him. Instead she blames everyone but herself.
• The Paragon Always Rebels: 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.
• Reverse Whodunnit: 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.
• Shadow Archetype: 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 By-the-Book Cop, while Mona appears to be quite unprofessional as she constantly lets personal feelings get in the way of her job. However, as the plot progresses, 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 to it, Winterson's relationship with Vlad is shown to be very stable, while Max and Mona's one is very chaotic and largely unspoken.
• These Hands Have Killed: The game opens after Max kills Winterson and is hospitalized with severe injuries. Cleaners start combing the building for Max, and we flash back to the start of the case. Act 3 catches up with Max as he's trapped with Winterson's cadaver in the morgue, with Cleaners attempting to break down the door.
• Villainous Crush: It's implied that she had a crush on Max at one point in the past.

Alex

Alex Balder

Voiced by: Chris Phillips

"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.

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• Best Friend: To Max; he and Alex has together through effective police work brought the hammer down upon several gangs and criminals. In one of his dream sequences during the first game, Max ponders just how heavily Alex's death weighs on him amongst all the other bad stuff that has happened to him recently, and how he would give pretty much everything to have him by his side to help him out.
• Cynicism Catalyst: His sudden death at the start of the first game is the catalyst to finally push Max over the edge.
• Dead Partner: After he gets killed working with Max, Max prefers to work alone.
• In the Back: He gets shot without ever seeing it coming.
• Living Emotional Crutch: Max muses that Alex was the one person in the world who had kept him sane during the gap between the prologue and the 1st proper chapter in the 1st game. After losing him Max decides to wage a 1-man war on one of the worst Mafia families in New York, rather than skip town which Max thinks would've been a smarter option.
• Meaningful Name: He's balding.
• Prophetic Name: Alex is betrayed and murdered, much like his Norse god namesake.
• Rule of Symbolism: In some telling of the Norse tale of Ragnarok, it is the death of Baldr that begins the chain of events that will actually begin Ragnarok, the war that will end with the deaths of the gods. Accordingly, the murder of Alex Balder near the start of the first game is what really kicks the plot off, by the end of which most of New York's underground and mafia are dead.
• Tragic Bromance: With Max. They were as close as brothers, but Alex died trying to help him with a case.

B.B.

B.B.

Voiced by: Adam Grupper

"Maxey, you have no idea how big this is. It's huge. You have no idea..."

A smarmy DEA agent and Max's other squadmate, the one who sends him and Alex to Roscoe Street Station. After Alex is shot and Max's cover is blown, we don't hear much from B.B. until the third act, when Max realizes that B.B. was the one who killed Alex and ratted them out.

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• Ascended Extra: His role is significantly expanded in the film adaptation, where he becomes the main antagonist (with Nicole Horne being relegated to the Greater-Scope Villain) and is even revealed to be the one who really killed Max's wife and child.
• Badass in a Nice Suit: He wears a designer suit and jewelry, which clues Max into the fact that he's been bought off by Aesir. (He's dressed like a Killer Suit, in other words.)
• Boss Banter: In contrast to most other bosses in the first game, B.B. is rather talkative during the fight.
• Car Fu: Throughout his stage, Max has to evade car bombs while on foot.
• Climax Boss: He's the last unique boss enemy you face in a straight fight, just before Max takes the fight to Nicole Horne.
• Come Out, Come Out, Wherever You Are: Says this as a taunt while fighting him.
• Cop Killer: He personally executed Alex to frame Max for it.
• Cornered Rattlesnake: When he finally comes out to fight you, he can put up a pretty decent fight with his full-auto shotgun and hand grenades.
• Damage-Sponge Boss: He can take a good 70 rounds of 9mm pistol fire to bring down, or even multiple grenade launcher shots or sniper rifle headshots.
• Dirty Cop: Lampshaded by Max. When they meet, B.B. is wearing a bespoke suit, gold watch, and gold cufflinks no cop could ever afford. Max's suspicions are confirmed just by looking at him.
• Dirty Coward: Max calls him a "cowardly right-hand man", and his behavior fits the picture. He runs off as soon as the action starts, leaving his Mooks to do the job, and will only fight after his getaway car is trashed.
• Faux Affably Evil: He's eternally grinning and confident that Max is in over his head and cannot stop them.
• "Get Back Here!" Boss: He's as cowardly as Vinnie, hopping in a getaway car and taking off into the garage.
• Hate Sink: He'll sell out his own allies with a smile, coming off as a smug, arrogant douchebag with nothing remotely sympathetic about him. He's even worse in the movie.
• Hero Killer: Personally killed Alex to frame Max for it.
• He Knows Too Much: He assassinated Alex before he could connect Lupino with Aesir.
• In the Back: Alex is shot in the back of the head by an unseen gunman who flees the scene. His clothes indeed match B.B.'s, and Max refers to him as a Backstabbing Bastard.
• The Mole: B.B. was on Horne's payroll, doing everything in his power to mislead the case and get Max killed. Also, considering it took the DEA 3 years to get any leads in the Valkyr case, he may have been resposible for complicating the case the entire time.
• Obviously Evil: Once B.B. calls Max to remind Max he exists, Max immediately figures out he must be The Mole. Meeting B.B. in person and seeing his extravagant attire well beyond what any cop could afford just confirms it for Max.
• One Last Smoke: Oozing fake charm, he patronizes Max on the roof by offering him a cigar, which Max refuses.
• Known Only by Their Nickname: We never do find out what "B.B." stands for, though Max takes a guess.
  "What the hell does B.B. stand for anyway? Backstabbing Bastard?"
• Pet the Dog: Subverted. He offers Max a Cuban cigar, but it's obvious he's just being a patronizing asshole.
• Rule of Symbolism: Fills the role of Loki in the game's Norse mythos, the deceptive trickster who orchestrates Balder's death.
• Shotguns Are Just Better: He finally shows himself once all of his vehicles are wrecked, now brandishing an auto shotgun.
• Silly Rabbit, Idealism Is for Kids!: He gets impatient with do-gooders who refuse to "do the smart thing", putting on a whiny voice to imitate Max. He tells Max to stop being petulant and accept that Aesir has won.
  "Nooo, I must do the right thing!"
• Sinister Shades/Sunglasses at Night: Wears a pitch-black pair of shades.
• Suspicious Spending: Downplayed as Max already suspects B.B. to be The Mole before their face-to-face meeting in Act III, but the tailored suit and gold cufflinks, "all way beyond a cop's pay", he wears at that meeting removes any lingering doubt about B.B.'s role in Alex's murder.
• Terms of Endangerment: Patronizingly refers to Max as "Maxey."
• Trap Is the Only Option: Max agrees to his bogus meeting just to lure him into the open. B.B. picks the time and place, which is naturally filled with explosive death traps.
• The Trickster: He relies on deathtraps and other people to do his work for him. First, he tries to have Max and Alex killed by luring them to a gang-infested station, and when that failed he shot Alex in the back and framed Max for it while also blowing his cover to the mob. And of course, his final meeting with Max had an entire army of killer suits waiting in ambush, along with a few boobytraps.
• You Have No Chance to Survive: Tells Max that what's going on is big, too big for Max to win. Max isn't having any of it:
  B.B.: You can't win this one, Max.
  Max: No. But I can make damn sure none of you do, either.

Russian Mafia

Vladimir

Vladimir Lem

Voiced by: Dominic Hawksley (Max Payne), Jonathan Davis (Max Payne 2)

Modelled after: Marko Saaresto (Max Payne), Peter Giles (Max Payne 2)

"I'm going to make you an offer you can't refuse... 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 Enemy Mine 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 nightclub on the ruins of Lupino's bar, but is obviously not as clean as he likes to claim.

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• Affably Evil: He's very friendly and polite, even as he puts a bullet in Max's head.
• Arms Dealer: Trafficking weapons seems to be his main source of income.
• Ascended Extra: A minor character in the first game, he becomes the main antagonist of Max Payne 2.
• As the Good Book Says...: With his smooth features, white suit, and vampiric name (named for Dracula, itself Romanian for "Dragon"), Vlad is clearly patterned on Lucifer in Paradise Lost. Vlad rationalizes his deeds as coping with circumstances foisted upon him, he feels neglected and unappreciated by "God" (Woden), and ignites 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.
• Avenging the Villain: Before shooting Max, Vlad claims to do so to avenge the death of his lover Winterson. Whether this sentiment is true or not is left ambiguous.
• Badass in a Nice Suit: He wears ordinary street clothes in the first game, but in the second he upgrades to a classy white suit.
• Bastard Understudy: He's the former apprentice of Alfred Woden, and he plots to overthrow and kill him to take control of the Inner Circle.
• Big Bad: Of Max Payne 2: The Fall of Max Payne. He's the commander of the Cleaner commandos and is trying to take over New York's underground.
• Big Bad Friend: In Max Payne 2. A pivotal chapter is titled, fittingly, "Dearest of All My Friends."
• Bitch in Sheep's Clothing: He acts friendly and nice, but he is an ambitious and powerful mob boss.
• Calling the Old Man Out: Vlad is angling to take Woden's spot at the head of the Inner Circle, even going so far as to taunt the old man on his voice mail.
• Card-Carrying Villain: Zigzagged. He clearly indulges in the stereotypical "bad guy with morals" act, happily quoting The Godfather and Lucifer from Paradise Lost, yet still carries himself as a gallant gentleman and thinks of himself as the 'real' hero.
• Cerebus Retcon: Downplayed but present, in 2 it's implied that 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.
• Character Catchphrase: "Bang! You're dead, Max Payne!", "Have no fear, Vlad is here!", and "Dearest of all my friends." (He refers to everyone as this.)
• The Chessmaster: Manipulates the Inner Circle and the NYPD in a bid to seize control of the New York underground.
• Chronic Backstabbing Disorder: Everyone who trusts him ends up betrayed and dead. The exception is Winterson, who is killed by other means, but Vlad doesn't much seem to care about it either way.
• Contrasting Sequel Antagonist: He's an Affably Evil Villain in a White Suit, while the previous Big Bad, Nicole Horne, was an overtly evil woman in a pitch black trenchcoat.
• Cut Lex Luthor a Check: Discussed by Vlad in 2 where he claims to have given up his illegal activities to open a successful legal bar and restaurant that he is confident will be a major hit. Vlad hasn't given up his life of crime at all and is the one behind the Cleaners bumping off those who know of the Inner Circle's existence. Vlad may be on to a good idea with using his charming personality to promote a perfectly legal line of hit restaurants and retire from a life of crime.
• Disney Villain Death: Perishes when the spire above Woden's manor crashes through the ceiling, causing him to fall to the ground along with it.
• Enemy Mine: 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.
• Even Evil Has Loved Ones: His love for Winterson seems genuine, or so he acts when he personally tries to execute Max for killing her.
• Evil All Along: In 2, he's revealed as the controlling force of the cleaners.
• Evil Counterpart: 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.
• Evil Is Petty: Outside of his greed and ambition, his actions seem to be motivated by a petty grudge against his ex-mentor. Nevermind that the mentor in question is already dying from cancer and the Inner Circle is basically at his feet, he still has to attack the mansion and execute Woden personally, just because of an old grudge.
• Face–Heel Turn: Goes from being a loyal ally in the first game to the Big Bad Friend of the second.
• Falsely Reformed Villain: He claimes to have mended his ways, and is opting to become a legitimate restaurant owner. In actuality, nothing could be further from the truth.
• Final Boss: Of 2, and unlike Horne, he actually fights back. However, he's a Puzzle Boss too, prolonging the fight as you dismantle the architecture of his hiding spot to force him into your crosshairs.
• Genre Savvy: Contrasting Max being aware that he's the old-fashioned hardboiled detective undercover, Vlad plays up the "old-school gangster" bit, directly quoting movies and literature pertaining to the role he's taken.
  Vlad: I'm going to make you an offer you can't refuse. *laugh* I've always wanted to say that.
• "Get Back Here!" Boss: The final chapter involves chasing after him while he floods the manor with bombs.
• Hoist by His Own Petard: As Max invokes, 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 Trouble Entendre of "[giving] Vlad his gun back, one bullet at a time."
• Jumping Off the Slippery Slope: Bombing a police station and shooting up a hospital are pretty big demerits. When Woden finally has enough and offers his own life to stop the bloodshed, Vlad announces that it has "only begun."
• Large Ham: In contrast to the reserved, brooding Max, he has a flair for showmanship, and seems to treat the whole world as a stage for him to act out his villainous ambitions.
• Mad Bomber: Vlad's favorite method of disposing of enemies and evidence seems to be lots of explosives - his Establishing Character Moment consists of him driving by while Lupino's apartment building gets blown up. He takes it up a notch in the sequel: his cleaners booby trap Max's apartment, they stash explosives with the evidence to dispose of it, Vinnie Gognitti is "gifted" a bomb-filled mascot suit, he intends to blow Woden's manor sky high as a final middle finger to his reviled ex-mentor, and finally he chucks bombs at Max during their final fight. Lampshaded by Mona in her voicemail to Vinnie.
  Mona: Vladimir Lem is coming for you. Knowing him, it will probably be a bomb.
• The Man Behind the Man: The real leader of the Cleaners, scheming to take control of New York's criminal underworld.
• Manipulative Bastard: He tricks a lot of people into trusting and helping him, including Max himself.
• Meet the New Boss: Just like Nicole Horne, Vlad sees himself as the heir apparent to the Inner Circle and tries to take it over. He also moves in Lupino's old lair.
• The Movie Buff: Vlad is a sucker for Old Hollywood, quoting Casablanca and The Godfather in his dealings with Max. Max lampshades he seems to get a kick out of the act.
• Named After Somebody Famous: His namesake is a Science Fiction author Stanisław Lem.
• Neighbourhood-Friendly Gangsters: 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.
• Noble Demon: He'll follow through with his promises if you satisfy his requests. Subverted in the second game when it's revealed how shady and traitorous he really is.
• Noodle Incident: At some point around the timeframe of 2, he got shot in the arm by Mona Sax. The circumstances of it are left vague.
• Not So Stoic: When it looks like Max might spoil his plans, Vlad gets hopping mad and screams at him that he's a miserable person who should just roll over and die for everyone's sake.
• Pet the Dog: Despite being a gangster boss, he is one of Max's few genuine friends and helps him in his vendetta in the first game. Ramped up in the second game. Despite his role as the true main villain, he is shown to 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.
• Rasputinian Death: His ultimate fate is somewhat similar to Horne's. First, Max empties a number of rounds into him, then the platform he stood on collapses several stories down with him, and on top of that, his corpse is set on fire by his own Molotovs.
• Revenge Before Reason: He's already pretty powerful, and can probably back up his claims that the new club will make him "famous." His hatred of Woden is monomaniacal, and he will stomp on anyone who gets in the way of his revenge plot.
• Rule of Symbolism: In keeping with the Biblical theme, Vlad, as a stand-in for Satan, 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 and his corpse is set on fire my Molotovs. A painting of Adam and Eve behind the wreckage completes the picture.
• Ruthless Foreign Gangsters: He's a Russian mobster moving into New York, and proves far more effective and ambitious than the Punchinello family.
• Satanic Archetype: 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 Woden) and take over His creation.
• Shadow Archetype: 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 career-criminal, Max is a cop. Where Vlad is loud, bombastic, and emotional, Max is quiet, gloomy, and stoic.
• Vanity License Plate/Vodka Drunkenski: In both games, his vehicles read "Vodka."
• Villain in a White Suit: He's a crime boss. In the sequel, he wears a pristine white suit in keeping with his Face–Heel Turn.
• Walking Spoiler: In 2, he's the man who is behind the Cleaners/Commandos, exterminating all competition in the Inner Circle and the mafia so he can control New York's underground.
• "Well Done, Son" Guy: 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.
• Why Won't You Die?: At first, he boasts about being friends with the guy who wiped out the Punchinellos. But after Max walks off being shot in the head execution-style, Vlad grows more desperate.
• Wicked Cultured: He's a ruthless, backstabbing crime lord who often makes references to Old Hollywood classics, and quotes John Milton's Satan when confronting Woden.
• Wounded Gazelle Gambit: He ordered his cleaner goons to attack his own warehouse and kill his girlfriend Annie to frame Vinnie's gang for the attack and divert Max's attention from himself.

Boris Dime

Boris Dime

Voiced by:Peter Appel

A Russian gangster and the captain of the cargo ship Charon, Dime is a former associate of Vlad who's decided to throw his lot in with Punchinello.

---

• Arms Dealer: His main source of business, the Charon contains enough hardware to set off World War III, which is why Vlad has Max go after him; if Dime delivers his shipment to Punchinello, the Russian Mob will be wiped off the map.
• Boss-Arena Idiocy: Dime can be found in the cargo hold of the Charon, which also contains several explosive barrels that can take a decent chunk of his health.
• Damage-Sponge Boss: Despite having a smaller role plot-wise, he can take damage almost on the level of Lupino and Niagara.
• Give My Regards in the Next World: Tell the Devil that Dime sent you!
• Meaningful Name: A double-header!
  • Boris himself - his last name, Dime, represents that he has no loyalty to anyone, and his sole concern is money.
  • The name of his ship, Charon, comes from Greek mythology - it's the name of the ferryman that carries the souls of the dead across the river Styx into the afterlife.
• Shotguns Are Just Better: Despite having access to more advanced hardware, especially the automatic Commando rifles, Dime goes after Max with the classic pump-action shotgun.

Mike

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.

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• Affably Evil: Even after Vlad is outed as a villain, Mike remains friendly and personable as he taunts Max over the intercom.
• Card-Carrying Villain: If he lives through the first Vodka level, he will eagerly reveal himself as an "outlaw" in the second one.
• Developer's Foresight: If he gets killed early in the game fighting as Max's ally, then he simply won't show up later in the game when Max attacks Vlad's headquarters.
• The Dragon: To Vlad, as a close friend who leads the mobsters at his restaurant.
• Guest-Star Party Member: He fights alongside Max during his rescue of Vlad.
• Mauve Shirt: 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.
• Nerd in Evil's Helmet: He is an avid fan of Westerns and likes The Adventures of Captain Baseballbat Boy.
• The Nicknamer: Refers to Max as "Sheriff."
• Rank Scales with Asskicking: Like Vlad and Kaufman, he's tougher than a regular Mook, though not quite as much as Kaufman and not nearly as much as the bosses from the first game.
• Right Makes Might: When you defeat him, he admits this must make you the protagonist and him the villain.
• Wrong Genre Savvy: He believes himself to be a Loveable Rogue Young Gun 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.

Kaufman

Kaufman

Voiced by: Gregory Sims

"Find him, take care of him."

An elite member of the Cleaners.

---

• Climax Boss: He's killed at the end of Part 1, just as the plot really starts to thicken.
• Damage-Sponge Boss: Downplayed. He has about four times the hitpoints of a normal Mook, though in effect that just means he goes down after about a dozen pistol shots instead of just 3 or 4. Justified, due to him wearing a Bulletproof Vest. (His hitpoints ultimately doesn't help very much against explosives, which he takes just as bad as the average mook.)
• Disc-One Final Boss: He's the boss of Part 1, fought at the end of the final chapter.
• The Dragon: To whoever really leads the Cleaners. Namely, Vlad.
• Dual Wielding: He carries two Ingrams.
• Evil Sounds Deep: His voice is very deep and evil sounding, even though he has only one line in the entire game.
• Famed In-Story: The Cleaners constantly talk about him as a boss you do not want to get angry.
• Flunky Boss: He has a handful of Cleaners with him when he comes out of the elevator to fight you.
• Red Herring: 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.

The Inner Circle

Woden

Alfred Woden

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.

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• Ambiguously Evil: Woden helps Max in both games, but is clearly up to some shadier activities off-screen. 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.
• Ancient Conspiracy: 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.
• Big Good: In the first two games, he's Max's benefactor who helps him combat his enemies.
• Big Fancy House: His manor, which comes under siege in The Fall of Max Payne.
• Bodyguard Betrayal: His bodyguards join forces with Vlad's gangsters. Luckily for him, he is locked up safely in his panic room at this point.
• Cheshire Cat Grin: 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."
• Chronic Backstabbing Disorder: 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.
• Convenient Terminal Illness: He's wheelchair-bound and dying of cancer in the second game.
• Defiant to the End: His last act is to lunge at Vlad and strangle him, giving Max enough time to attack Vlad. Considering that his days were already numbered because of terminal cancer, it's easy to see why he wasn't afraid to die.
• Dirty Old Man: A regular visitor of prostitute Candy Dawn. It comes back to bite him as she videotapes his visits and sells it as blackmail material. Both Nicole Horne and Max get hold of a copy. Later on, Max can uncover a secret bunker in the Asgard Building that belongs to Woden that contains BDSM toys and outfits.
• Dying Moment of Awesome: He dies trying to strangle Vlad after finally having enough of his attitude.
• Evil Cripple: 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.
• Eyepatch of Power: One of Woden's lenses is blacked out.
• Faking the Dead: 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.
• How the Mighty Have Fallen: In Max Payne 2, the powerful, imposing head of the Inner Circle is reduced to a frail old man confined to a wheelchair and dying from cancer.
• Irony: He managed to cheat death in the first game, but in the second he's dying from cancer and there is nothing he can do to stop it.
• Meaningful Name: He fills the role of Odin (or "Woden" in some spellings) in the first 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.
• Mr. Exposition/Mysterious Informant: As Max suggests, he's a dead-ringer for Deepthroat from The X-Files.
• Mysterious Watcher: 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.
• Sleazy Politician: He's a Senator in public, but his real job is the head of a Freemasons-type group of movers and shakers.
• Throwing Off the Disability: 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.
• Unwitting Instigator of Doom: He is the cause of Max's entire crucible in the first game. It is he who sent the Project Valhalla files to Max's wife, getting her killed.
• Your Days Are Numbered: It's revealed in the 2nd game that he's been diagnosed with an unknown type of terminal cancer.

Horne

Nicole Horne

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.

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• The Aggressive Drug Dealer: 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 becoming 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.
• Asskicking Leads to Leadership: When they first meet, Horne leads the charge into Punchinello's manor, discards her still-smoking uzi, then plunges a syringe into Max's arm. In the final level, though she doesn't confront Payne directly, she does shoot at him and throw grenades on a few occasions as he pursues her.
• Bad Boss: The scientists who helped perfect Valkyr are executed by Horne's thugs.
• The Baroness: An older female antagonist who proves utterly amoral and ruthless.
• Better Living Through Evil: A chemist who got rich by selling drugs, blackmailing rivals with sex tapes and murdering police officers, but she pays really well!
• Big Bad: Of Max Payne.
• Bond Villain Stupidity: 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.
• Cold Ham: As part of her "icy megalomaniac" persona, she rarely raises her voice. Even when Max is hunting after her in the final level, she taunts him while barely raising her voice beyond a half-whisper.
• Corrupt Corporate Executive: Aesir Corporation is a front for the drug trade she's involved in. Woden mentions she has half the city in her pocket.
• Create Your Own Hero: Her attempts to suppress the Valkyr leaks by having Michelle Payne murdered, with the daughter Rose caught in the collateral, would set Max off on a depression and vengeance spree with time, effectively producing the Anti-Hero legend that would inevitably stumble into her plans by sheer accident.
• Cut Lex Luthor a Check: She's president of a pharmaceutical company that, judging by its headquarters, is likely raking in millions annually, yet she's selling a Psycho Serum as a street drug using The Mafia as an intermediary. Even if you assume that Aesir has several other more legal products based off Valkyr, such as the painkillers used ingame, selling Valkyr itself for the sole purpose of profit through addiction in poor areas smacks of For the Evulz.
• Dark Is Evil: Wears a pitch black trenchcoat and is pitch black evil.
• Deadpan Snarker: She's this in the first scene of the game, long before you get to know her identity. She calls Payne's home phone and asks if she's come to the Payne residence. Max confirms and tells her to call the cops, as there's a break-in. She replies "Good. I'm afraid I can't help you" and hangs on.
• Death by Irony: The woman whose company motto is "a little bit closer to heaven" (a reference to the Tower of Babylon), named her company after Norse gods, and sold a drug named after angelic Valkyries...dies because the radio tower on her building falls on her helicopter. Then the entire landing pad falls to the street below.
• Diabolical Mastermind: Angelo Punchinello is scared out of his wits of her. She's already solid with Rico Muerte, BB, and various freelancers from the FBI and CIA.
• Didn't See That Coming: The most professed example in the series of not seeing Max Payne coming until it's too late, resulting in her plans in ruins, her forces murdered, and herself taken down shortly thereafter. She is utterly flabbergasted that a single undercover cop became such a pain in the ass, all because she had his family killed.
• Disney Villain Death: Horne flees into a chopper with minor gunshot wounds, but Max shoots the antannae on her tower, which smashes into the helipad and sends it hurtling to the ground floor.
• Evil Overlooker: During Woden's Expo Speak, Horne is shown looming over the Manhattan skyline with a syringe in her hand.
• Evil Redhead: She has dark red hair, and is one of the most sinister characters in the series.
• Evil Sounds Deep: She sounds like Satan's mother. Anytime you find one of her memos, it's read aloud in her action movie villain-voice.
• Evil Tower of Ominousness: The devilish Aesir plaza. Horne has a suite on the top floor.
• Eviler than Thou: She is worse than any of the Punchinello gangsters that Max fights earlier on in Max Payne 1, even Angelo Punchinello is afraid of her.
• Fatal Flaw: She underestimated Max Payne, which ultimately proved to be her undoing when Max dropped an antenna on her helicopter just as she was about to make a getaway.
• Final Boss Preview: You can converse with her on Max's home telephone in the opener, but this is optional.
• "Get Back Here!" Boss: For a corporate suit, Horne can run remarkably fast, and always manages to quickly evade Max whenever he runs into her in the final level.
• Good Smoking, Evil Smoking: She smokes cigarettes.
• Hate Sink: Cruel and inhumane don't even begin to describe her. She is considered one of the most vile female villains in gaming for a very good reason.
• Ironic Echo: The Aesir slogan is a reference to the Tower of Babel. Max quotes it when her helicopter crashes to bottom.
• It's All About Me: The justification for killing Max's family? She said it was "necessary". Anything that interferes with her plans is to be disposed of.
• Lack of Empathy: She cares nothing about anyone or anything. Even her own security guards, when they hesitate to go against Max, she sneers at their cowardice.
• Mad Doctor: She was originally a government scientist before hatching a plan to market Valkyr.
• The Man Behind the Man: She's the creator of Valkyr and the one who supplies it to the Punchinello family.
• Non-Action Big Bad: 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; he shoots down the antenna of her building and it crushes her helicopter.
• Rasputinian Death: As she boards her helicopter to escape, Max shoots the support cables for the building radio antennae, bringing it down on the copter and making it explode. The impact makes the landing pad collapse and the helicopter plummets hundreds of feet to the streets below, with the wreckage of the landing pad landing on it and exploding. And this is in addition to any shots Max might have gotten on Horne as she flees from him during the level. Horne is most certainly dead.
• Revealing Cover Up: Zig-zagged; technically speaking, she did successfully cover up the leak of information by having Michelle and Rose murdered, and Max wouldn't put the pieces together until much later on when he's already practically at the doorstep of the Inner Circle's conspiracy, where it didn't really matter anymore since he was set on his path either way. However, the long-standing consequences of setting Max off on said path still blows the lid off of her plans entirely as a result of that cover-up.
• Satanic Archetype: In accordance with the Rule of Symbolism of the first game, she fills the role of Hel, the Norse goddess of the underworld (who, in fact, is one of dark deities Lupino name-drops during his crazed ramblings). 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:
  Max: 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.
• The Sociopath: All that she cares about is her drug trade operation. Everything else is expendable.
• Smug Snake: Talks down to Max whenever she gets a chance, but goes into a Villainous Breakdown when he starts slaughtering his way up to the top of her skyscraper.
• Take Over the City: She ordered a hit on the Mayor of New York City shortly before his announcement of a citywide crackdown on Valkyr.
• Villain Ball: Horne is a prototypical villain from a paranoid thriller. Instead of ordering a professional hit on Payne's wife (as with the Mayor), she sends junkies, which exposes the existance of the Fantastic Drug Valkyr, thereby putting Max onto her scent. Then she personally calls his house during a crime in progress!
• Villainous Breakdown: As Max continues to shoot his way through her goons to get to her, she goes from taunting him to shouting at her guards.
  Horne: What do you mean, "he's unstoppable"?! You are superior to him in every way that counts. You are better trained, better equipped, and you outnumber him at least twenty-to-one. Do. Your. Job!
• Villainous Valor: The nicest thing that can be said about her is that she doesn't cower when Max finally gets to her. He even interprets this as "honor among killers".
• Wicked Witch: A more metaphorical example, but she's got the voice and demeanor down to a T. She's even refered to as the "Mystery Hag" several times before her name is revealed.
• You Have No Chance to Survive: She tries this several times, at first smugly but then with increasing desperation as Max repeatedly proves her wrong again and again.
  Horne: Max Payne, face it. You are up against an unbeatable force. You have already lost. You have lost. Only death will set you free from your pain. Accept it. Surrender. Give up.
  
  Horne: Max Payne, you are fighting a losing battle. You cannot survive this. You will die. Stop fighting. Make it easy for yourself. Accept your fate. You. Will. Die. Here.

Mafia Of New Jersey

DeMarco

Anthony DeMarco

Voiced by: Ray Iannicelli

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

The Don of the DeMarco Crime Family based in New Jersey. After Max kills his only son in a drunken dispute in a bar in Hoboken, an enraged Anthony promptly sets out to have Max murdered by sending dozens of armed thugs against him.

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• The Don: He's the head of the DeMarco crime family in 2011.
• Even Evil Has Loved Ones: He genuinely loves his son, and is heartbroken and livid when Max shoots him.
• Evil Old Folks: He's clearly getting on in years, and is much older than Max's usual fare.
• Inelegant Blubbering: 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.
• Karma Houdini: Downplayed. He tears up Hoboken in his vengeance, defiling a local graveyard and effectively forcing Max and Passos's hands on a permanent exile from the state of New York. Only old age or the consequences of his criminal work can claim him after that, though Max does admit internally that the death of his son still leaves him distraught and heartbroken at the end of it all. Later, Max can find a newspaper on the yacht in Panama that reveals that the DeMarcos and Punchinellos have their animosity towards each other and are now engaging in a violent turf war in New Jersey, which would logically mean that Anthony will have his hands full with this.
• Revenge Myopia: He wants to kill Max and Raul for killing his son, even though it was his son was a dipshit thug that started the fight to begin with.
• Sympathy for the Devil: Despite his numerous attempts to kill him and Passos, Max feels a hint of sympathy for him when seeing his grief. Not surprising, given Max's own tragedy of losing his child.
• Underestimating Badassery: He's so blinded with rage over Anthony's death that he forgets who Max Payne is. This costs him several dozen goons over the course of the same night.
• The Unfought: Max escapes New York without ever fighting or killing him.
• Villain Ball: He shows up personally after Max and Passos are captured by his men, forces them to Dig Your Own Grave while violently beating Passos over the head with a shovel.. and then just stumbles away as a sobbing wreck with two guards rather than ensuring the remaining three men finish the job. Naturally, our heroes kill the remaining captors and skedaddle.
• Villainous Breakdown: He breaks down sobbing and has to be dragged away by his bodyguards after confronting Max and Raul.
• You Killed My Father: Max killing his son is the start of their vendetta.

Anthony DeMarco Jr.

Anthony DeMarco Jr.

Voiced by: Charles Semine

"I ain't taking nothing from him god hasn't already deprived him of... But, I might start! Any time!"

The arrogant and cocky son of a powerful mobster who believes that he owns New Jersey due to his father's connections. He makes a fatal mistake in a Hoboken bat, slapping a prostitute on Max Payne's watch and paying for it with his life.

---

• Asshole Victim: It's curious that only his father is shown mourning him, and the mooks are only interested in collecting the bounty from Anthony DeMarco for killing Max Payne. His racial slurs towards Raul Passos don't help his case.
• Bullying a Dragon: Spoiled Brat pulling a gun on a One-Man Army ex-cop? Sure thing, Tony, that oughtta end well for you...
• Even Evil Has Loved Ones: He's apparently very close to his father, as he quickly got angry when Max made a sarcastic remark about him.
• Manchild: He's a mafia underboss in his mid-twenties, but he acts more like a frat boy who only cares about partying and bullying people.
• Overlord Jr.: He's the son of the don who controls the New York mob.
• Politically Incorrect Villain: Insults Passos with a racial slur and slaps a woman in the bar (the latter ends up being his biggest and last mistake).
• Small Name, Big Ego: He has a massive ego due to his dad running the mob, but quickly proves he has none of the skill or charisma to back that up.
• Small Role, Big Impact: He dies in the very scene he's introduced, but his death is what forces Max to flee the country.
• Tempting Fate: Makes fun of Max for the death of his wife but when told that it's his father, not him, who actually runs New Jersey, Tony pulls a gun on him. Max doesn't shoot him right then but once he starts slapping a woman who refuses to be intimidated, Max grabs his handgun and puts a hole in him.
• Too Dumb to Live: Somehow thinks that messing with Max Payne, the guy who single-handedly destroyed several criminal syndicates in New York, is a good idea.
• Would Hit a Girl: Slaps a woman who refuses to be intimidated by him. This is the final straw for Max, who guns him down.

Branco Family

Rodrigo Branco

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 São Paulo and the patriarch of the Branco family. He is an industrialist who is paranoid about kidnapping attempts.

---

• Bodyguard Betrayal: Rodrigo gets shot in the back of the head by the deputy head of the police unit he called to save him.
• Despair Event Horizon: He sorrowfully reveals to Max that his wife's kidnapping was this for him at the beginning of the chapter in which he is assassinated.
• Hidden Depths: Rodrigo genuinely cares for Fabiana.
• Honest Corporate Executive: He has the demeanor, ethics, position and money of one, but he defies his association with this trope when he admits he has bribed plenty of people when the situation demanded it.
• May–December Romance: Fabiana is considerably younger than Rodrigo.
• Reasonable Authority Figure: 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.
• White Sheep: He is the most reasonable member of his Big, Screwed-Up Family. His only flaw is that he was too Genre Blind to think Victor would kill him just to get the family money.

Fabiana Branco

Voiced by: Benedita Aires Pereira

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

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• Always Save the Girl: Subverted. Fabiana neither becomes Max' new Love Interest nor is she saved in the end.
• Damsel in Distress: Her entire impact on the plot of the game, in a nutshell.
• Gold Digger: 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).
• Hidden Depths: Rodrigo and Fabiana may not love each other, but they do get along well. In fact, despite her behavior, Max notes that Fabiana is never actually unfaithful to him.
• Kill the Cutie: She's killed by Serrano midway through the game.
• May–December Romance: By Max's cynical appraisal, Fabiana mostly married Rodrigo for his money, and the two now mostly ignore one another.
• Ms. Fanservice: Her golden strapless dress counts, until later when it gets dirty when she is kidnapped, turning into a Fan Disservice.
• Nice Girl: Somewhat, when she thanks Max for saving her life and saying she owes him hers. Plus she seems close with her sister Giovanna.
• Upper-Class Twit: 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.

Victor Branco

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. In actuality, he is the mastermind behind a human organ trafficking ring, and the Big Bad.

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• Big Bad: The closest thing there is to one in the game. He's also a Non-Action Big Bad, since he does nothing but give orders to Max and 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 by easily breaking his leg instead of the usual gunfight that occurs in the games.
• Bitch in Sheep's Clothing: 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.
• Corrupt Politician: He's manipulating São Paulo's gangs to further his ambitions.
• Cain and Abel: He takes it further than most, being the Cain to not only his favored older brother, but also his rather hapless younger brother.
• The Evil Prince: Da Silva notes that among wealthy families in Brazil, the eldest living brother has control over all the family money. True enough, this was Victor's motivation in having Rodrigo, Marcelo and Fabiana killed.
• Faux Affably Evil: He acts friendly and polite, but it is all an act.
• Glory Hound: Max notes early on that Victor is a particularly sleazy candidate for mayor in the upcoming elections, though he is initially unaware that Victor is sleazy enough to hire a gang to kill the other Brancos, fund the mayoral campaign with money made from another gang's Organ Theft ring, and then have bent cops destroy both gangs and clean everything up to let Victor win both the sympathy and law & order votes.
• Greed: Besides getting sympathy from the public, this was his motive for having his siblings murdered.
• It's All About Me: The guy is willing to murder his family just so he can get the family fortune.
• Karmic Death: After his scheme is undone and he’s arrested, it’s heavily implied that he was killed in prison by one of the many, many enemies he has gained over the years.
• The Man Behind the Man: He was apparently manipulating everyone to suit his own plans, possibly including all of the different gangs in São Paulo and especially his own family.
• Manipulative Bastard: Plays everyone including Max against each other.
• Never Suicide: 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. Than again, given his connections, those friends in high places might wanna kept him quiet in case he squeals..
• Nice Job Fixing It, Villain: Having Passos bring in Max Payne to be a scapegoat didn't inherently stop his well-executed plans to murder his own family.. but then Max rounded about on the aftermath and made sure that Victor paid for his crimes, completely undoing years of planning and all of his work within a painfully short period of time.
• Politically Incorrect Villain: He seems to be an elitist, as he's generally dismissive of the lower class and and his organ harvesting operation used citizens of the Favela as their unwilling targets.
• Smug Snake: He tried to taunt Max by saying he would walk and beat the charges against him after he gets arrested. Max is then prompted to making sure that Victor will walk "with a limp" by immediately breaking his leg.
• The Sociopath: He's a ruthless bastard who's willing to have countless people killed to get what he wants and was more than happy to kill his family to get their fortune. He also planned to use their deaths to get him sympathy for the election.
• Tempting Fate: After his final confrontation with Max, he laughs and says he'll walk, so Max breaks his leg.
• Villain with Good Publicity: Though luckily, he's exposed at the end of the game.
• Walking Spoiler: He's the true Big Bad of the third game, making it hard to discuss his role in any great detail without giving the plot away.
• Wounded Gazelle Gambit: Besides giving control of the family fortune, the deaths of his siblings also earns him sympathy from voters.

Marcelo Branco

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.

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• All Love Is Unrequited: Judging by his actions, it's implied he's secretly in love with Fabiana
• Cruel and Unusual Death: 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.
• Hidden Depths: Despite very much being an Upper-Class Twit, he does have a few moments.
  • He provides some help during the nightclub raid and he's mentioned as having managed to escape the Comando Sombra by himself during said raid.
  • He actually goes to the favela himself to deliver the ransom money to Fabiana's kidnappers.
  • While not the brightest bulb, when he is not drunk, drugged and partying, he seems like a decent guy. He cares about his family and worries for their safety. Beneath the surface, he seems to realise that his life is shallow. He is clearly insecure and lacks true friends who don't just like him for his money.
  • It is clear that he regards Max as not just an employee but also a rare, genuine friend rather than a hanger-on. Several conversations imply he has a respect for him that borders on perhaps even seeing him as a father-like figure. In the nightclub he comes over to Max and says that he likes him because he is "real", going as far as to ask him for life advice. He then drops his good-times demeanour, instead looking Max in the eye and saying much more earnestly: "I think I love the wrong woman." Before he can say any more he is interrupted by a partying acquaintance and goes back to being his usual vacuous self. Sadly, this is perhaps the one time we see his true personality in the game.
• Life of the Party: One of his few arguably positive traits is that he knows how to throw a good party. Too bad one such party turns out to be a cover for a money laundering scheme he was helping Victor run, and gets all his guests killed by Panamanian rebels.
• Upper-Class Twit: Marcelo's not so much a person as a device used to dispose of cocaine. His "job" description is basically "Professional Party Goer".

Raul Passos

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 São Paulo, which is what prompts Max to leave New York.

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• Ace Pilot: Subverted. He's a very competent helicopter pilot, able to weave between skyscrapers and dodge an RPG. However, since Max was hanging on over the helicopter's side, compensating for the helicopter's movements while shooting mooks, his skills don't get much appreciation from Max.
• Becoming the Mask: 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.
• Big Damn Heroes: Saves Max's painkiller-addicted ass several times throughout the game, most notably at The Imperial Palace Hotel.
• Bodyguard Crush: Max reveals early on that he was aware of Passos' relationship with Giovanna. He was not aware, however, that by the time he had met her, she was already pregnant with Passos' child.
• Deadpan Snarker: Is snarky enough to engage in Snark-to-Snark Combat with Max.
• Fire-Forged Friends: He's been through so much with Max that the latter is willing to forgive him for his deceit and apparent betrayal.
• Jack Bauer Interrogation Technique: In the third chapter he pulls this on an injured Comando Sombra member by thrusting the barrel of his gun into the gangster's open wound, as an attempt to get him to cough up information about the snipers who broke up their ransom exchange. He eventually bleeds out and dies without telling Passos anything useful.
• The Lancer: 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.
• Lovable Traitor: Passos lies about his nationality and his shared past with Max, gets Max embroiled in a scheme to grant Victor Branco the popular mayoral vote, almost skips town with Giovanna to leave Max at the mercy of their enemies, and always tells bad jokes at Max' expense, yet Max just can't resolve to hate him.
• Love Redeems: 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.
• Not Even Bothering with the Accent: Justified. If you compare Passos' Portuguese accent with that of other Portuguese-speaking characters, it sounds a little... different. It turns out he's actually Colombian, and was ordered to hide his true nationality by Victor.
• Screw This, I'm Outta Here: When he learns Giovanna is pregnant with his kid, he wisely decides to skip town with her.
• Vitriolic Best Buds: More like Max' Vitriolic Only Bud, but much of their interaction seems to be composed of playfully vicious insults directed towards each other.

Giovanna Taveres

Voiced by: Shirley Rumierk

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

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• Action Survivor: She gets into her own set of scrapes alongside Max after he rescues her from the Crachá Preto and she performs admirably, given the circumstances.
• Badass Driver: The crowning moment of her badassery occurs when she jacks a tourist bus and uses it to allow Max and herself to (clumsily) escape the Crachá Preto.
• Bodyguard Crush: She plays the role of the liege in her relationship with Passos, and she reciprocates his feelings, though Max is initially unaware of the extent of their relationship until she reveals she's pregnant.
• The Load: Fits this trope during the first meeting, which becomes an Escort Mission as Max covers her (very clumsy) escape with a rifle from a helicopter. It's fair to say she Took a Level in Badass in the days since then.
• Pregnant Hostage: It's only revealed later in the game that she's pregnant with Passos' child.
• Foolish Sibling, Responsible Sibling: To Fabiana's Foolish Sibling. Fabiana wilfully makes such decisions as 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) can be chalked up to duress.
• Screw This, I'm Outta Here: After revealing she's pregnant with Raul's baby, the two decide to skip town.

Police of São Paulo

Wilson Da Silva

Voiced by: Stephen Girasuolo

"I'm a cop. I mean, I'll fight corruption. I'll stand up to the rich and dumb, but if I go up that hill right now... I'll be dead in three minutes or less. Maybe you too, Max, you're in the jungle now."

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

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• Action Survivor: He forms an Action Duo with Max. He even discusses and then invokes Max's status as the Action Hero after he explains Max' part as an Unwitting Pawn in Victor's scheme.
• Badass Driver: 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 blasting Victor's UFE detail to shreds with a Grenade Launcher.
• Brains and Brawn: The brains to Max's brawn. Without his knowledge and connections to support him, Max would have wandered off somewhere and lost the trail entirely.
• Chekhov's Gun: Shows up in the end of Chapter 1, to chastise the police force of Victor's that try to finish off the injured, and then as Ally to Max Payne.
• Cowboy Cop: Not to the extent Max once was, but Max wouldn't have been able to bring Victor to justice if he hadn't bent a few rules to feed Max information, start a Prison Riot, and gain access to an airport runway.
• Deadpan Snarker: Not as much as Max or Passos, but he has his moments too.
• Genre Savvy: He clearly states that he doesn't go too deep in his investigations because he knows that it will end with his wife, children and himself being killed while the bad guys walk away unpunished. Max's wife investigating Nicole Horne in the first game lead to a pretty similar outcome.
• Friend on the Force: Downplayed. He's a perfectly competent investigator on his own, and he only needs Max to get evidence that he already knows exists, but is in the possession of a party that will kill him if he tried to take it himself.
• Good Smoking, Evil Smoking: He's practically the game's most avid cigarette smoker (which is impressive considering how hard Max has fallen into depression and keeps chain-smoking left and right), but he's also pretty much the only moral cop in São Paulo.
• Jerk with a Heart of Gold: He seems to be an arrogant and smug bastard, but he actually wants to help bring justice to crime and turns out to be Max' most dependable ally. And the only one that remains throughout the last few chapters, due to Giovanna being pregnant and Raul wisely deciding to drop out of the plot after rescuing Max and getting to be a father.
• The Lancer: Acts as Max's main ally in his quest to bring justice to the villains.
• Loophole Abuse: 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.
• Non-Action Guy: Da Silva invokes this despite being a fully trained police officer in order to avoid the bad guys pulling a He Knows Too Much on him by keeping his hands clean. It works, big time. Unlike the corrupt pricks in the UFE and Victor, he has done his homework and wisely ingratiates himself as the only honest cop in town to the person who almost single handedly wiped out a good chunk of the Italian mafia, a top-tier international conspiracy, its death squads, the Russian Mafia, a ruthlessly efficient death squad, the last remnants of the previously mentioned conspiracy's death squad, a Panamanian terrorist operation and has been blasting through easily the worst favela gang in São Paulo as well as a paramilitary death squad.

Armando Becker

Voiced by: Bira Castro

Becker is the commanding officer of the Unidades Forças Especiais (UFE), a spectacularly corrupt special police organization in São Paulo.

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• An Arm and a Leg: Loses an arm after Max shoots a live grenade inches away from him.
• Cruel and Unusual Death: He gets a grenade blown up in his face, ending up with horrific burns and a missing arm. The player can either end his suffering or leave him to die slowly.
• Cutscene Power to the Max: Armando has a unique injured model that is only seen in a cutscene. Basic mooks don't have this feature. He loses an arm, suffers third degree burns, and isn't immediately dead. Regular mooks will immediately die to grenades yet their model won't reflect the weapon they got killed by.
• Dirty Cop: Max's first close encounter with Becker involves the latter ordering UFE officers to kill incapacitated suspects. Things escalate rather dramatically when it turns out he is using his post to kidnap people, sell them to a paramilitary death squad made up of veterans of the Brazilian Police and the Brazilian Army and make money off of the resulting organ theft.
• Double Tap: How he dies if Max chooses to Mercy Kill him.
• Expy: He seems to be based on Captain Nascimento, from the Brazilian film The Elite Squad, which was one of the main inspirations for the third game.
• The Dragon: He is the right-hand man to Victor.
• Final Boss: Becker is the half-dead guy who Max is about to execute in his early flashback to the end of the game.
• Flunky Boss: 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, then get to choose whether to put him out of his misery with a double tap or let him bleed out and get an achievement.
• General Ripper: Initially, he appears to be an exceptionally ruthless police commander in a city wherein his ruthlessness is somewhat justified. This is subverted when you find out he's actually trafficking human organs.
• Mister Big: Later on, you find out that he's 1. Commander of São Paulo's unnecessarily brutal special police force, and 2. he's using that position to traffic human organs.
• The Napoleon: There are two things you'll notice about Becker when you first see him at the party: 1. He's the shortest person in attendance (even the ladies are taller than him, though partially it might be because they're wearing heels). 2. He's a total Jerkass.
• Stop, or I Will Shoot!: His and his subordinates' modus operandi. According to Max's terse description, they're "the other cops. The cops who shoot on sight."

Bachmeyer

Voiced by: Gilberto Romagnolo

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

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• The Brute: He is notably larger and bulkier than any other character, which compliments his notably shorter commander.
• Bald of Evil: He's totally bald.
• Chekhov's Gunman: Appears in the end cut-scene of the first mission by Becker's site. The trope name becomes quite literal, as he is the one who assassinates Rodrigo.
• The Dragon: To Becker, who in turn is one to Victor.
• Fake Ultimate Mook: Once he's forced out of cover, he has no more health than a regular UFE member and isn't unusually dangerous.
• Idiot Ball: He assassinates Rodrigo while dressed in full UFE uniform in plain 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.
• Number Two: Becker's right-hand man and secondary commander of the UFE.
• Puzzle Boss: Max has to repeatedly draw him out in the open before he can put bullets in him by shooting the roof tiles and the air conditioners.

Criminals of São Paulo

Serrano

Voiced by: Babs Olusanmokun

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.

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• Asshole Victim: 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.
• Big Bad Wannabe: As the leader of the Comando Sombra and the man behind Fabiana's kidnapping, he initially appears to be the Big Bad of the game. However, it becomes clear that Max has much bigger fish to fry pretty quickly, and Serrano even ends up becoming a captive himself after he outlives his usefulness to the real Big Bad.
• Break the Haughty: Acts like a despicable thug at first but then he gets captured by Neves, tortured into a cowering mess and then finds out his gang and neighboorhood were being cut open for their organs.
• Dreadlock Warrior: He's identifiable by his spiked dreadlocks.
• Enemy Mine: Max and Serrano come to an unspoken truce when confronting Dr. Fischer, as Max lowers his gun and allows Serrano to kill the doctor with a scalpel.
• Exact Words: At the end of Chapter 7, Max, having been disarmed by Serrano's guys, begs for him not to shoot Giovanna. He agrees, and proceeds to shoot Fabiana instead.
• Extreme Mêlée Revenge: Gives one to Dr. Fischer offscreen after Max uncovers the organ harvesting operation at the derelict hotel.
• Even Evil Has Standards: When a beaten and broken Serrano comes to the organ harvesting room, he seems visibly disgusted and shocked to the point his intimidating personality is clearly gone, calling Arthur a huge dick essentially.
• The Heavy: His kidnapping of Fabiana kickstarts the whole plot and keeps it going until the halfway mark. At which point, he unceremoniously kills Fabiana. He is then later captured as an unwilling "donor" for an Organ Theft ring.
• Kick the Dog: He kills Fabiana simply for shits and giggles.
• Pre-Mortem One-Liner: Gives one to Dr. Fischer before stabbing him to death with a scalpel.
  "E aí, doutor?"^note "What's up, doctor?"
• Scary Black Man: The first time Max identifies him, he is called "the slab of meat" in Max' Private Eye Monologue.
• Story-Driven Invulnerability: At multiple points Max has Serrano in his sights, but the game never lets you actually shoot him, usually by having him quickly run off-screen or even suddenly disappear entirely (he notably vanishes when you're shooting at his boat with Fabiana on it) as soon as the cutscene ends and you regain control of Max.
• Uncertain Doom: Unlike the other victims of the organ harvesting ring, Serrano stays behind in the Imperial Hotel to find and exact Revenge on Dr. Fischer, and it's unclear if he was able to get out of the building in time before Max blew the whole thing up to destroy the Crachá Preto's base of operations. In the subsequent assault on the UFE police station, Max can find a briefing that notes the hotel was his last sighted location, with a ? mark next to 'Dead or Alive', suggesting the police are equally uncertain of his survival. It's hinted that Serrano in part stayed behind because, thanks to Max and the Conspiracy's duel actions, he had little left to live for with his gang destroyed and his body being ravaged.
• Unknown Rival: Max never learns anything about Serrano, simply identifying him as the leader of the gang bangers due to him being the one shouting orders, and picking up his name from chatter between them. Serrano, in turn, has no idea who Max is other than some crazy Gringo running around shooting his men.
• Unwitting Pawn: 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.
• Walking Spoiler: He's not the true Big Bad. Victor is.

Álvaro Neves

Voiced by: Gil Cardoso

"You help the poor. Today, many of them dead. You're a proper American hero."

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

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• Bond Villain Stupidity: He does it twice in the same act. First, while Max is holding the detonator to begin demolishing the building both are standing on, he can't resist boasting about all the powerful people he's connected to; Max proceeds to execute the demolition sequence after telling him "Well your powerful people won't help you out of this one, buddy!" Finally, the second time, Neves has the upper hand with a Hand Cannon and Max disarmed, but he just stands there gloating long enough for Raul Passos to jump him with a Boom, Headshot! and save Max from the crumbling building with a chopper rescue.
• Boom, Headshot!: He dies with one shot to the head from Passos, as he was aiming at a prone Max.
• Evil Gloating: He mocks Max for being, in his eyes, a Mighty Whitey during their confrontation. Given he's an organ harvesting bastard, it doesn't keep ground.
• Fatal Flaw: Pride among others. He is so confident that his connections will make him untouchable that he fails to realize that in his line of work, there is No Honor Among Thieves. He is so blinded by his pride that he loves the chance to boast to Max Payne even at the dumbest times.
• Knight Templar: Seems to see himself as this, protecting "good people" by wiping out the bad. But when he starts massacring the homeless and disenfranchised for their organs, not to mention hiring his militia out as an assassination squad, he's become just as bad as the men he's after.
• Law Enforcement, Inc.: His company's primary source of income comes from working security details for right-wing politicians.
• Lawman Gone Bad: Was once a UFE Captain who then formed the Crachá Preto to respond to the gang crimes he couldn't touch as a cop. Over time, they grew into a fairly fearsome gang in their own right, even becoming involved in Organ Theft.
• Moral Myopia: Called out by Max for having this when Neves starts accusing him of thinking himself a Mighty Whitey, when he's harvesting the organs of the same people he claims Max is being a self-superior American savior to.
• Nice Job Fixing It, Villain: Had the chance to blow Max and Passos out of the sky after the firefight at the stadium, but decided against it because he was being paid to retrieve the money, not kill two nobodies. Suffice to say, that comes back to bite everybody, including him. Neves likely had no idea at the time that those two nobodies had just massacred half of his guys, and a couple days later, he sends a large hit squad specifically to kill Max, as well as Rodrigo while they're at it.
• Porn Stache: A rather impressive one at that.
• Private Military Contractors: What Crachá Preto amounts to, and a rather amoral example at that.
• Sarcastic Clapping: Does it during his confrontation with Max.
• Screw the Rules, I Have Connections!: His connections to Brazilian politicians, including Victor Branco, are why he believes the criminal acts that his company engages in (especially its Organ Theft operation) are perfectly legitimate. Max tells him they can't help now.
• Smug Snake: He continuously asserts a sort of self-imposed moral superiority over Max despite running an enormous Organ Theft ring. It only serves to hammer one of Max's Berserk Buttons and leads directly to his death.
• Too Dumb to Live: His smug overconfidence ultimately gets him killed. On the Imperial Palace Hotel rooftops, Max is holding a detonator to demolish the condemned site, but Neves keeps pressing Max's berserk buttons until Max has had enough and executes the demolition sequence. Neves survives this foolishness but soon after, gets himself done in when has Max at the mercy of his Hand Cannon after Max trips and falls due to one of the bombs going off. He continues to gloat but Raul sneaks in and gives him a Boom, Headshot!.
• Unwitting Pawn: Victor was allowed to get a cut of the profits from the Crachá Preto's Organ Theft ring in exchange for the UFE providing "donors" to harvest from. However, Victor was also planning to have the UFE obliterate the Crachá Preto in order to make himself more popular in the upcoming elections, but Max beat him to it.

Milo Rego

Voiced by: Daniel Bittencourt

"Você tá fodido, gringo."

Neves' underboss in Crachá Preto.

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• The Dragon: To Neves.
• Foil: To Neves. Where Neves appears more talkative and casual in his manners, Rego is more silent and serious.
• Hoist by His Own Petard: Max gets into a melee struggle with him and ends up stabbing him to death with his own machete straight through the throat.
• Red Right Hand: 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.
• Sociopathic Soldier: Well, used to be. He was kicked out of the Brazilian Army because he failed a psychiatric evaluation.

Dr. Arthur Fischer

Voiced by: Marconi DeMorais

A somewhat famous plastic surgeon, and apparently an acquaintance of Branco family. He is also involved in Organ Theft ring ran by Crachá Preto and UFE, by performing the actual organ-removing surgeries.

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• Ain't Too Proud to Beg: He frantically begs Max (and then Serrano) to spare him when he is found in the derelict hotel.
• Blatant Lies: He claims that his harvesting the organs of the city's poor is "important research".
• Dirty Coward: He panics and blubbers when you meet him, spewing in rapid succession every possible thing he can come up with that would get Max to let him go - not realising how hollow each of them sounds nor noticing that Max isn't even listening.
• Non-Action Guy: He's a surgeon, with all the combat skills that are taught in medical school.
• Morally Ambiguous Doctorate: He is a plastic surgeon who is on a payroll by corrupt paramilitaries, and does the "organ harvesting" part of Crachá Preto's organ harvesting ring.
• We Hardly Knew Ye: He has only two short scenes in the whole game - one at the party in the first level where Passos explains who he is to Max, and one in the abandoned hotel late in the game, where Max catches him as the surgeon performing the organ thefts, and Serrano kills him off-screen immediately after. Apart from commercials of his clinic you can catch on some TV sets, he is never even mentioned or brought up otherwise, and neither his reasons for his actions nor his character are ever explored outside of what you can gleam in his short appearances.

Other Characters

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.

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• Arch-Nemesis: He claims it's Bicycle Helmet Girl, but it's actually Maxwell's Demon.
• Batter Up!: His iconic weapon.
• Genius Bonus: Invoked in-universe. In one of Max's dream sequences in 2, Vlad asks Vinnie "who is the original creator of Maxwell's Demon?" 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.
• Mythology Gag: The writer for the TV show is Sammy Waters, named for Sam Lake, the writer of the first two Max Payne games.
• Ninja Pirate Zombie Robot: Maxwell's Demon sends "freaking zombie demons from outer space" to destroy him.
• She Is Not My Girlfriend: How he feels about Bicycle Helmet Girl.

John

Voiced by: Gregory Sims

The "hero" of Address Unknown, a popular psychological horror tv series from the late 90's that can be seen on various television sets in the first and second game. Two Mooks in the first game also discuss it.

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• Amusement Park of Doom: Address Unknown was popular enough to spawn an (incredibly disturbing) fun house ride during it's run, though it's since been closed down and being used by Mona as her hideout.
• Arch-Enemy: Mirra, a monstrous Evil Twin who murdered John's wife.
• Catapult Nightmare: The "Pink Flamingo" segment from the first game ends with John waking up screaming, tied to a bed in an asylum.
• Catchphrase: "The flesh of fallen angels!"
• Expy: Of Dale Cooper from Twin Peaks.
• Show Within a Show: While the player only gets to see one scene in the first game, the second has several episodes playing on TV's throughout the game, showing... well, calling the story "coherent" is probably a stretch, but it has a recognizable plot at least.
• Through the Eyes of Madness: Probably.
• Tomato in the Mirror: Mirra is in fact John himself, the big twist being that he's in the "john" (bathroom) of the asylum, looking at himself in the mirror, i.e Mirra. The second game builds on this, but makes things even weirder.

Anders Dettling

Voiced by: Wayne Duvall

An American ex-cop, who Max stumbles upon in some unlikely places during his romp in Brazil. He is essentially what Max could have been if he had a chance to live a normal life.

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• Fatal Family Photo: Averted. If Max meets him in the club in the second level, Anders actually offers to show Max his family picture and gets as far as reaching into his shirt pocket to retrieve it, but Max rebuffs him before either he or the audience ever gets to see it. Ultimately, Anders does not die and makes through the rest of the game intact.
• Foil: To Max. They have the same basic background — both are former policemen from the northern US — but otherwise couldn't be any more different, as Anders is a happy, well-adjusted man with a loving family who came to Brazil on charity business and has no desire to involve himself in any action or heroics. He exists to further accentuate how messed up and broken Max's life turned out to be.
  • Both Max and Anders are making active attempts to make a difference in their situations in Sao Paulo, but in different ways; Anders is working with a charity group to help inoculate children in the Favala while Max is taking down a human trafficking operation.
• Nice Guy: He's a very friendly and chipper guy who has come down to Brazil for charity work.
• Non-Action Guy: He'd seen his share of things before his retirement, but now he's more than happy to stay away from all action and danger.

Brewer

Voiced by: Emil Keller

Max's neighbour in Hoboken after his retirement from the police.

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• Conspiracy Theorist: The rambings written on the walls of his apartment certainly point to him being one.
• Mad Bomber: A very rare benevolent example. He saves Max's life by blowing away a gangster who had Max at gunpoint with a shotgun, then blows himself up with a suicide vest, killing several more gangsters.
• One-Shot Character: Has only one scene in the game, but makes a hell of an impression in it.
• Room Full of Crazy: His apartment is a messy hole, filled with makeshift explosives, his own rambling notes and writings on the walls. Somewhat disturbingly, he has a separate board with newspaper clippings on it specifically about Max and his past.
• Shell-Shocked Veteran: He's been in the army judging from his jacket, and he's definitely not all there.
• Suicide Attack: He meets his end in one.

Dave

Voiced by: David Calllagati

A sleazy American tourist that Max encounters after the shootout in the strip club in Chapter 7. Max later meets him again at the UFE station in Chapter 13.

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• Asshole Victim: For starters, he's a sleazy "sex tourist". Max has the option of killing him in Chapter 7 with his first encounter or in Chapter 13 if he doesn't. Regardless of if/when Max kills Dave, it doesn't seem to affect the story at all (other than meeting him in Chapter 13 if you spare him in 7, which is required for getting all clues at which point you can shoot him with no consequences or leave in his cell presumably to be transferred out to an actual prison or deported to face trial in the USA after the UFE is disbanded).
• Ephebophile: Possibly, if this exchange is anything to go by:
  Max: You're in a cat house in the slums pal doing who knows what.
  Dave: I'm a business man bro, an-and they were fully legal. In-in this country I-I-think-think? And-and I know how to tip alright. It ain't my fault man. It ain't my fault. Don-Don't judge me alright.
• Laser-Guided Karma: He winds up getting arrested by the UFE and put in their jail at the station.
• Slimeball: He's a dirtbag who comes to Brazil for the sole purpose of cheap sex - not to mention it's implied he uses the country's age of consent to go after underage girls. Max is visibly creeped out by him:
  Max: Jesus. What a fucking creep.

The Junkies

A group of psychotic drug addicts who broke into the Payne suburban home one nightmarish afternoon in 1998, murdering Max's wife and infant daughter. Forensic tests would reveal that the killers were high on a new designer drug known as "Valkyr".

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• Asshole Victim: Safe to say, they very much deserved being gunned down by Max in the prologue.
• Ax-Crazy: They've been driven insane by Valkyr, reduced to little more than bloodthirsty animals.
• Minor Crime Reveals Major Plot: Not that murder is a "minor" crime in any sense, but considering that their actions lead directly to Max going undercover, revealing a Government Conspiracy stretching back as far as Operation Desert Storm, it definetly qualifies.
• Unwitting Pawn: In reality, the "drug addicts" were really the surviving test subjects for Valkyr, deployed by Horne to cover her tracks after Michelle stumbles across some evidence that might implicate her.
• Walking Spoiler: The true nature of the killers makes it difficult to go into detail without spoilers for the first game.
• Would Hurt a Child: It's not clear which one of them did it, but safe to say, none of them would have had any qualms about shooting a helpless infant.

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