!!Max Payne
->'''Voiced by:''' James [=McCaffrey=]

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

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

* AntiHero: Max is quick to resort to gunning down anyone in his path, will engage in morally dubious acts to pursue his man, and will never give up until he dispenses nine millimeter justice to them. But he only targets those who deserve it and is still a true cop at heart, protecting innocents, upholding morality and honor, etc. He's also fully aware that he is by no means a hero, in no small part because of how many lives he's taken without hesitation.
* TheAlcoholic: Jim Bravura believes he is one in the second game. But Max first truly becomes this by the time the third games comes around.
* BackToBackBadasses: Max rose though the NYPD with the help of Alex Balder, a DEA officer and frequent sidekick (as shown in their gun-waving photo-op). Alex would frequently try to tempt Max into becoming his partner full-time, but no way was Max going to trade a desk job for [[{{Irony}} working undercover in some dive]]. Once Max's family is killed by junkies, however, he grimly accepts Alex's offer to transfer over. We don't see much of Alex in person, but it's clear that Max valued their friendship greatly, recalling their times together while in a hellish Valkyr-induced stupor:
-->"Alex and I had a few moments of glory between us. Crime fighting comrades, the best in NYPD-DEA collaborative team. Good-hearted macho bullshit like that. I would have given anything [[TearJerker to have him here as my backup]]."
* {{Badass}}: Max spends most of his time doing one of two things: [[HeroicSelfDeprecation Tearing himself down]], and [[OneManArmy tearing other guys to shreds]].
** BadassBeard: Gradually grows one in ''3'', starting out as a BeardOfSorrow.
** BadassInANiceSuit: If you're going to act as bodyguard to the rich and famous, you need to look the part. (Needless to say, [[DoomedNewClothes his suit gets trashed]].)
** BadassLongcoat: Blood doesn't show as much on black leather.
* BaldOfAwesome: Throughout part of the third game.
* BecauseImGoodAtIt: Why Raul comes to Max with an offer. It's work that only a guy like him can do.
* BecomingTheMask: Max dreads turning into a violent killer like the mob he's infiltrating, and later the "rent-a-clowns" who have their boots on the necks of the poor in Brazil.
* TheBerserker: Hinted to be the source of Max's power. However, he still has the bullet-time ability in the scenes leading up to his wife's murder. Maybe he picked up that ability dodging his father's thrown beer bottles.
* BloodKnight: Max becomes this after his wife and child's death. It takes him til 3 to fully accept it, though.
* BrooklynRage: Although Max's rage is of the TranquilFury variety.
* ByronicHero: Max hits a lot of the criteria, being extremely cynical, moody, self destructive, haunted by a DarkAndTroubledPast and also sports an incredible drive to accomplish whatever goal at hand, even when he thinks it may all be for nothing.
* TheCallKnowsWhereYouLive: You better believe it. His home and offices get trashed in every game!
** ResignedToTheCall: When Passos shows up to recruit him in ''3''.
* CallingTheOldManOut: While he never did so vocally, the young Max, [[TranquilFury with no hints that he was kidding what-so-ever]], pointed a very realistic looking gun-replica at his father's head after his mother had been driven to an early grave due to his neglect and abuse, making it very clear what he thought of him.
* CartwrightCurse: Max believes himself to suffer from this. Between the fates of his wife and [[spoiler:Mona]], he doesn't really have that much room to doubt.
* ChronicHeroSyndrome: When pointed towards a case or a conspiracy, Max will ''always'' put his life on line and follow it through to the bitter end to ensure that JusticeWillPrevail, no matter how hopeless his odds are and how much he is going to regret it afterwards.
-->[[spoiler:Vlad]]: "What the fuck is wrong with you, Max? Why don't you just die? You hate life, you're miserable all the time, afraid to enjoy yourself even a little! Face it, you might as well be dead already. Do yourself a favor, give up!"
* CoolShades: Briefly in the third game.
* CowboyCop: In the first two games. Go ahead and cry "Police brutality," it won't make a difference.
* CutsceneIncompetence: He has his moments throughout the series, but this trope hits him worst in ''3''. Whenever he is out of the player's control, he manages to get disarmed, incapacitated, or forced into combat several times through his own clumsiness or impulsiveness. This comes to a head when he decides to storm a room where his principal, Fabiana is being held at gunpoint. [[spoiler: He is promptly disarmed, and Fabiana, shot.]]
** AlcoholInducedIdiocy: It should be noted that throughout ''3'', Max is either intoxicated in some manner, or suffering from withdrawal.
* CycleOfRevenge: Max can't do much of anything without provoking a blood feud with ''somebody''. He managed to get into a shooting war with yet another New York crime family while sitting on a bar stool minding his own business.
* DarkAndTroubledPast: Max's father, Jack, was a [[ShellShockedVeteran severely traumatised Vietnam veteran]] who would constantly take out his frustrations out on his wife Helen and his son for what he considered weaknesses and lack of respect. It drove the former [[TheAlcoholic to the bottle]], which eventually killed her, and the latter openly fantasized about killing him.
* DatingCatwoman: Max keeps threatening to slap cuffs on Mona, and never does.
* DeadpanSnarker: The very bitter kind of Deadpan.
* {{Determinator}}: ''Nothing'' stops Max, when someone has wronged him and needs justice done to them, as long as he is conscious and able to move, he will hunt them down and get his revenge. Other characters repeatedly lampshade that he never knows when to quit, and the irony that even though he's given up on his own life, he won't give up the chase.
* DrunkenMaster: The third game implies it pretty strongly. Max is even more of a badass when he's on the sauce than when he's off.
** Subverted later, though: as good as he is when he's drunk, he's much more focused and destructive when he's sober. Taking down Favela thugs while drunk is nothing compared to [[spoiler: utterly ruining an entire police station full of corrupt, heavily-armed and -armored special forces cops without missing a step]].
* TheDulcineaEffect: Don't hit women. You won't live long if he sees it.
* DyeOrDie: Before venturing into the favela, Max shaves his head as an admittedly feeble disguise.
* {{Expy}}: Loses his family. Uses military grade equipments. Slaughters wise-guys in dozens. Has ties with shady figures working for government. Can't stand women getting hurt. Max Payne or ''ComicBook/ThePunisher''?
* FailureKnight: The poor guy can just never, ever catch a break. [[FromBadToWorse It gets worse]] with every game, too.
* ForgetsToEat: His diet consists of bad coffee, [[DonutMessWithACop week-old-donuts]], and booze.
* GuiltComplex: It doesn't help that half his friends betray him in each game, and the other half die messily.
* GunsAkimbo: A frequent style of Max's when he's using pistols or submachine guns.
* GoingColdTurkey: In the beginning of the first game he quits smoking. In the third game he has started smoking again on top of his alcohol and pain-killer addiction, but in the middle of the third game he decides to kick the bottle, and by the end of the game it seems that he has successfully quit drinking.
* HawaiianShirtedTourist: With no money or Passos to watch his back, Max's choice of disguises are limited. He reluctantly dons a luau shirt in the second of act of '' Max Payne 3'' (labeling it "ridiculous"). It should be noted that Max's gangster persona in the original game also wore a garish Hawaiian shirt.
* HeroicSelfDeprecation: An undisputed master of it. Every monologue Max has regarding himself is about how fat, depressed, weak or alcoholic he is. The third game also makes him proverbially kick himself for failing to protect to Borgia family, and how he can't seem to see what's going on around him.
* ImportantHaircut: The story reason for why he shaves his head in Part 3.
* InexplicablyAwesome: In an ostensibly realistic FilmNoir-inspired series, we get absolutely no explanation as to how Max, a supposedly ordinary (former) policeman, has SuperReflexes, only needs painkillers to shrug off ridiculous amounts of damage and fighting skills that special forces would weep in envy over.
* InkSuitActor: In the third game Max is not only voiced by James [=McCaffrey=], but his face is also based on him as well.
* InterfaceScrew: The camera in ''Max Payne 3'' is constantly flickering and throwing up bright sparks across your field of vision. This is because Max is either really drunk, hung over, or in detox during every single level in the game.
* {{Jerkass}}: Sarcastic? Check. Gruff in his manners? Check. Will act violently, even when the situation can be solved through diplomacy? Check? Kind of a dick, even to his friends? BIIIIIGGGG check on that one.
** JerkWithAHeartOfGold: Despite the above, Max is still a fairly standup guy, and fights for justice, always willing to help the weak.
* JusticeWillPrevail: Max treats the idea that his [[RoaringRampageOfRevenge Roaring Rampages of Revenge]] can be considered "justice" or "heroic" [[HeroicSelfDeprecation with bitter scorn]]. Regardless, he has a very clear idea about what is right and wrong, and, when push comes to shove, an unwavering dedication to always do what is right despite how high the odds are stacked against him. It is arguably the main part of what keeps him from becoming a NominalHero.
* KarmaHoudini: After singlehandedly wiping out a New York crime family, Max has all charges dropped due to Alfred Woden's machinations. In the second game, after he shoots all the mobsters he missed the ''first'' time and kills his own partner, Max manages to make a strong enough case against Winterson and Vladimir Lem that the NYPD pensions him off rather than prosecuting him. In other words, he's killed ''hundreds'' of people and he manages to skate.
** [[spoiler: TropicalEpilogue: 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 [[WalkingDisasterArea shooting up half of Sao Paulo]] to kicking back on a beach in Bahia, but it's possible [[TheCommissionerGordon Da Silva]] had a hand in helping him along.]]
** Max lampshades his status as this in the start of ''2'', at the same time not appreciating it much.
-->" I had wanted to be punished for what I had done. But Alfred Woden had kept his word. With his influence, ridiculously, I had emerged from my history of violence unscathed, a hero. I didn't thank him. I couldn't stomach it."
* KnightInSourArmor: Some of the most sour to be found but he presses on in spite of it.
* LeeroyJenkins: WordOfGod states that Max aspires to be a deep thinker, but his plans invariably go awry. Strategic planning and common sense are not in his repertoire. However, when Max chooses to physically ''act'', he is nigh-invincible.
* LimitedWardrobe: Max owns, apparently, precisely one tie. The jacket was lampshaded during a gunfight; when Passos offers him a dead mobster's threads, Max sticks with his leather dubs because it repels blood.
* LoveMartyr: Possible can be seen as this in the second game after he falls in love with Mona.
* MadeOfIron: Especially in the second game. Shot in the chest, the head, thrown out of a building: guy just keeps on trucking.
* MightyWhitey: Max is characteristically glib about it ("a fat bald white guy with a bad temper"), but he's indeed a hero to the underprivileged of São Paulo. He smashed up the guerrillas who were oppressing them, the policia who were straight-up murdering them (and [[spoiler: harvesting their organs]]), and the politician who was exploiting them.
* MoralityPet: Ironically, he's Mona's.
* MyGreatestSecondChance: Max views every DamselInDistress he meets as this, which is tragic since they all die, too.
* OneManArmy
-->'''Nicole Horne''': "What do you mean, 'He's unstoppable'? You are superior to him in every way that counts. You are better trained, better equipped, you outnumber him at least 20 to 1. ''Do... your... job!''"
* TheOtherDarrin: Developer and scriptwriter Sam Lake was originally his model, followed by Timothy Gibbs. James [=McCaffrey=] (of ''Series/{{Viper}}'' fame) voices him in all three games, and was his motion capture actor in ''3''.
* PrivateEyeMonologue
* RidingIntoTheSunset: At the conclusion of ''3'', Max kicks back and retires to the beach.
* RoaringRampageOfRevenge
* SociopathicHero: Implied by the fact that you can kill any NPC in the first game, including random druggies that don't attack unless provoked [[MercyKill (then again)]].
* TheStoic: Max is quite unflappable, and he rarely raises his voice, even in dangerous situations.
** NotSoStoic: His normally calm exterior does break a bit when he [[spoiler:confronts Neves with his organ thievery]] in the third game.
* SurvivorGuilt: Has this in spades, to the point that his self-blame for what happened to his family makes up the bulk of his nightmare sequences at certain points in the first game.
* TisOnlyABulletInTheBrain: In the second game, mirroring Mona's injury.
* TranquilFury: One of his trademarks.
** UnstoppableRage: His personality is more livid in the third game but nothing compares [[spoiler:to his disgust upon 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. '''''Everyone'''''. And even for him, that's saying something.
* TurnInYourBadge: Without Woden to protect him, Max finally gets the boot in the aftermath of ''2''. It doesn't help that the press keep accusing him of murder of [[spoiler: Winterson]], so Bravura and Max decide it's better for Max to retire.
* VigilanteMan
* WalkingDisasterArea: Max's boss in ''3'' is hip to his reputation. "Max, try not to [[TemptingFate completely destroy the place]]?!"
** Summary of each ''Max Payne'' game: Everybody dies, except Max Payne. He's quite aware of it; the message "Everyone I touch dies" is scrawled on the monster-ridden cellar of his brain.
* WeaponOfChoice: Max's weapon of choice is the Beretta 92F, of which he usually carries two. In Brazil he transfers to the Brazilian copy, the Taurus [=PT92=].

!!Mona Sax
->'''Voiced by:''' Julia Murney (Max Payne), Wendy Hoopes (Max Payne 2)

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

An assassin that is revealed to work for the Inner Circle. She's the sister of Lisa Punchinello, and Max's equal in combat. Over the course of the second game, she falls in love with Max.

* BrokenBird
* TheCameo: Appears very, very briefly in Max Payne 3 as an easter egg on It's Drive Or Shoot, Sister- should you watch TV on that level, after newscast, there's an ad for Hotel Mona, with Mona's voice actress saying "An unforgettable place to stay". Max immediately turns the TV off.
* CreepyTwins: She and her twin sister, Lisa Punchinello. Lisa is also implied to be a psychic.
* DarkActionGirl
* FemmeFatale:
* HitmanWithAHeart: You're a nice guy, Max. She doesn't kill nice guys.
* [[spoiler:KilledOffForReal: Despite surviving in the hardest difficulty level in the second game, she dies in the canon ending.]]
* MadeOfIron
* TheOnlyOneAllowedToDefeatYou: She spiked Max's drink with Valkyr to prevent him from killing Angelo first. Unluckily for Mona, she got got caught and thrown in a torture chamber, albeit only briefly. Then, Nicole Horne muscled in and killed the mob boss before either of our heroes could do it.
* PolarOppositeTwins: As evidenced by a family photo.
* ProfessionalKiller: Of the assassin variety.
* SchrodingersCast: [[spoiler: Beat Max Payne 2 on "Dead on Arrival" difficulty level and she survives.]]
* TisOnlyABulletInTheBrain: In the first game she gets shot in the head but her body mysteriously disappear. She is shown to have survived in the second game, but the details on how, remains rather vague. [[spoiler:Following her death]], Max comments on the bullet "coming to the end of its slow-motion journey."
* TheVamp
* WeaponOfChoice: In both games, Mona's default weapon is a Desert Eagle.
* WifeBasherBasher: Set out to brutally kill Punchinello in retaliation for beating her sister. She even drugged Max rather than risk him [[TheOnlyOneAllowedToDefeatYou beating her to it]].

!!Vladimir Lem
->'''Voiced by:''' Dominic Hawksley (Max Payne), Jonathan Davis (Max Payne 2)

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

A charming Russian crime boss that comes to Max's aid in the first game. They quickly become friends [[spoiler: which makes his betrayal in the second game even harder to stomach for Max.]]

* AffablyEvil
** [[spoiler: FauxAffablyEvil in the second game.]]
* TheApprentice: [[spoiler:Formerly to Alfred Woden]].
* AsTheGoodBookSays: With his smooth features, white suit, and vampiric name (named for Dracula, [[spoiler:itself Romanian for "Devil"]]), Vlad is clearly patterned on [[spoiler:Lucifer in ''Literature/ParadiseLost'']]. Vlad rationalizes his deeds as coping with circumstances foisted upon him, he feels neglected and unappreciated by [[spoiler:God]] ([[spoiler:Woden]]), and ignites [[spoiler:a civil war within the Inner Circle]] in a bid to take over.
-->'''Woden''': The killing has gone too far.\\
'''Vlad''': [[ItHasOnlyJustBegun I have only begun.]] It's better to reign in hell than to serve in heaven.\\
'''Woden''': You flatter yourself!
* [[spoiler:BigBad: Of the 2nd game]]
* [[spoiler:BigBadFriend]]: In ''Max Payne 2''. A pivotal chapter is titled, fittingly, "Dearest of All My Friends."
* BadassInANiceSuit: He wears ordinary street clothes in the first game, but in the second he upgrades to a classy white suit.
* [[spoiler:BitchInSheepsClothing]]
* [[spoiler:BlondGuysAreEvil]]
* CallingTheOldManOut[=/=]KlingonPromotion: Vlad is angling to take [[spoiler:Woden]]'s spot at the head of the [[spoiler:Inner Circle]], even going so far as to put the old man on notice.
* [[spoiler:CardCarryingVillain]]: Oddly inverted. He happily quotes Milton, yet still carries himself as a gallant gentlemen and thinks of himself as the 'real' protagonist.
* {{Catchphrase}}: "Bang! You're dead, Max Payne!", "Have no fear, Vlad is here!", and "Dearest of all my friends." (He [[SharpshooterFallacy refers to everyone]] as this.)
* [[spoiler:TheChessmaster]]
* ChronicBackstabbingDisorder: [[spoiler: He betrays Woden, his former mentor, and Max, his friend.]]
* [[spoiler:DisneyVillainDeath]]: [[spoiler:Perishes when the spire above Woden's manor crashes through the ceiling, taking him with it.]]
* EnemyMine: The mob war with the Punchinellos will be lost for good if they're allowed to get away with Vlad's gun freighter. Vlad offers protection for Max in exchange for changing the ship back under his flag.
* [[spoiler:EvenEvilHasLovedOnes: His love for Winterson is genuine, so much so that he decides [[ItsPersonal to personally confront and attempt to murder Max for killing her]].]]
* [[spoiler:EvilAllAlong]]
* [[spoiler:HoistByHisOwnPetard]][=/=][[spoiler:KarmicDeath]]: As Max invokes, [[spoiler:in the final level of ''2'', the only weapon he has at first is Lem's discarded Desert Eagle. While you'll find other weapons by the time you confront Lem at the end of the level, you are in full rights to keep to Max's TroubleEntendre of "[giving] Vlad his gun back, one bullet at a time."]]
* LegitimateBusinessmensSocialClub: Ragna Rock aka Vodka, styled as the hippest restaurant in Manhattan... if he can ever get the bloodstains out. [[spoiler:A more sinister example is the Squeaky Cleaning Company]], who's shadowy "boss" is none other than Vlad himself.
* NeighbourhoodFriendlyGangsters: Certainly moreso than the Punchinellos, who peddle V, blackmail their unsuspecting johns, and strangle ''each other'' with video game controllers.
-->'''Max''': "Vladimir was one of those old-time bad guys with honor and morals, which made him almost one of the good guys."
** [[spoiler: Altought in ''Max Payne 2'' it's revealed it was all a facade.]]
* TheMafiya
* ManInWhite: In the sequel.
* [[spoiler:ManipulativeBastard]]
* [[spoiler:MeetTheNewBoss:]] Just like [[spoiler:Nicole Horne]], Vlad sees himself as the heir apparent to the [[spoiler:Inner Circle]]. He succeeds where she failed by wiping out the last remaining member, [[spoiler:Alfred Woden]], though not without [[spoiler:getting killed himself]]. Max even [[spoiler:defeats him]] using a similar method.
* TheMovieBuff: Vlad is a sucker for Old Hollywood, quoting ''{{Casablanca}}'' and ''Film/TheGodfather'' in his dealings with Max.
* PayEvilUntoEvil: He dismisses the [[spoiler:Inner Circle]] as an organized crime outfit, no better than he is and deserving of punishment.
* PetTheDog: Despite being a gangster boss, he is one of Max's few genuine friends and helps him in his vendetta in the first game. [[spoiler: Ramped up in the second game. Despite his role as the true main villain, he is shown to [[EvenEvilHasLovedOnes genuinely care for Winterson and her blind son]] (the former's death at Max's hand upsets him quite a bit), and he is generous donor to the Brooklyn School for the Blind.]]
* ReformedCriminal: Or so he claims at the beginning of ''2''. [[spoiler:His restaurant is only a front for the Cleaners.]]
* RenegadeRussian
* RuleOfSymbolism: In keeping with the biblical theme, Vlad battles his way to the top of Woden's manor, only to [[spoiler:fall into the fiery pit below]]. A painting of Adam and Eve behind the wreckage completes the picture.
* [[spoiler:RuthlessForeignGangsters]]
* ShadowArchetype: Of Max, especially played up in the second game. Surface-wise, he wears a flashy, white suit, where Max has his trademark black leather jacket. He is a carrier-criminal, Max is a cop. Where Vlad is loud, bombastic, and emotional, Max is quiet, gloomy, and stoic.
* VanityLicensePlate[=/=]VodkaDrunkenski: In both games, his vehicles read "[[AC:Vodka]]."
* WeaponOfChoice: Vlad, like Mona, prefers the Desert Eagle as his sidearm, but he's even more well known for using bombs.
* WellDoneSonGuy: [[spoiler:A phone message makes it clear that he viewed Alfred Woden, his mentor in the Inner Circle, as a father figure, and was angry about him not respecting him as a son. So he settles for killing him instead.]]

!!NYPD Deputy Chief/Lieutenant Jim Bravura
->'''Voiced by:''' Peter Appel (Max Payne), Vince Viverito (Max Payne 2)

A by-the-book cop whose seen it all, done it all, and [[DrowningMySorrows drank it all]] (oops) in a long and storied career. Hunts Max throughout the first game while he's undercover and is his immediate superior in the second.

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

!!Alfred Woden
->'''Voiced by:''' John Randolph Jones (Max Payne), John Braden (Max Payne 2)

A United States Senator with ties to the Inner Circle, a very old and powerful secret society/criminal syndicate.

* AncientConspiracy: The Inner Circle convenes in a strange catacomb, confirming every urban legend about Illuminati and New World Orders. However, the Circle has become old and infirm, and they're no match for a corporate hotshot like Nicole Horne.
* BigGood: In the first two games.
* BigFancyHouse: His manor, which comes under siege in ''The Fall of Max Payne''.
* [[spoiler:BodyguardBetrayal: His bodyguards join forces with Vlad's gangsters. Luckily for him, he is locked up safely in his panic room at this point]].
* CheshireCatGrin: Grins smugly while standing above the bodies of his dead partners, and later when Horne is defeated. Max describes it as the face of a "winner."
* ChronicBackstabbingDisorder: [[spoiler: Now that Max has become a liability in the second game, he sends Mona to kill Max. Ironically, that's exactly was Horne tried to do in the first game. Both times Mona refuses to kill Max.]]
* ConvenientTerminalIllness: He's wheelchair-bound and dying of cancer in the second game.
* DefiantToTheEnd[=/=]ThrowingOffTheDisability: Woden spends much of the final level hiding from the Cleaner commandos and his own personnel inside his panic room. However, when he's finally smoked out, Woden gathers the strength to leap out of his wheelchair.
* DirtyOldMan: A regular visitor of the prostitute, Candy Dawn. [[spoiler:It comes back to bite him as she videotapes his visits and sells it as blackmail material. Both Nicole Horne and Max gets hold of a copy]].
* [[spoiler:DyingMomentOfAwesome]]: Woden, furious at [[spoiler:Vlad]]'s senseless violence, [[spoiler:lunges out of his wheelchair and makes for the cocky Russian's throat before getting shot and fatally wounded.]]
* [[spoiler:EvilCripple]]
* EyepatchOfPower: One of Woden's lenses is blacked out.
* FakingTheDead: When Horne's men bust in on his meeting, Woden plays dead while his colleagues are gunned down. Max sees the camera footage and still can't figure out how he did it.
* ManipulativeBastard: He is the cause of Max's entire crucible in the first game. [[spoiler: It is he who sends Valhalla files to Max's wife.]]
* MrExposition[=/=]MysteriousInformant: As Max suggests, he's a dead-ringer for Deepthroat from ''The X-Files''.
* MysteriousWatcher: He aids Max over the phone, alerting him when Horne's men come hunting for him. He keeps his promise to shield Max from prosecution for his crimes, and Max is freed not long after the credits roll.
* SleazyPolitician: He's a Senator in public, but his real job is the head of a Freemasons-type group of movers and shakers.

!!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 that Max is forced to deal with. He's got the brains to run the business, but he lacks the balls, and often takes out his frustrations on underaged addicts and call-girls. After being left to bleed after a shootout with Max in the first game, he returns in the second game, where he is now the leader of his own gang, and is the process of waging a war against Vlad and his men.

* ButtMonkey
* {{Determinator}}: Despite getting shot in the stomach by Max, he manages to run across several rooftops, while losing blood all the way.
-->'''Max''': "I don't know about angels, but it's fear that gives men wings."
* DirtyCoward[=/=]LovableCoward
* TheMafia
* NerdInEvilsHelmet: He is a fan of ''Captain Baseball Bat Boy'' and has his apartment decked with merchandise from the show. [[spoiler:Vlad uses this to humiliate him before killing him.]]
-->'''Vinnie''': "What? I'm a collector! There's nothin' nerdy about it, I'm a collector! Lots of tough guys are into this stuff!"

!!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. [[spoiler:A member of the Inner Circle, she is the key figure behind Project Valhalla, the twisted mind behind the nightmare drug Valkyr, and the one behind the murder of Max Payne's family]].

* TheAggressiveDrugDealer: Horne, using the Punchinellos as an intermediary, floods the streets with Valkyr in order to bankroll her company. Why she continues to sell drugs after becomes the 3rd most powerful person in Manhattan is a mystery. Max comments on Horne being an odd fit for the criminal underworld, mailing expensive-looking memos to hitmen and lacking the mafia's touch of class.
* TheBaroness
* BigBad: Of ''Max Payne''.
* CorruptCorporateExecutive
* DiabolicalMastermind: Angelo Punchinello is scared out of his wits of her. She's already solid with Rico Muerte, B.B.'s corrupt DEA unit, and various freelancers from the FBI and CIA.
* EvilOverlooker: During Woden's ExpoSpeak, Horne is shown taking a drag over the Manhattan skyline.
* EvilRedhead
* EvilTowerOfOminousness: The devilish Aesir plaza. Horne owns a cushy suite on the top floor.
* GoodSmokingEvilSmoking
* IronLady: Villainous example of this trope.
* ItsAllAboutMe: The justification for killing Max's family? She said it was "necessary".
* LackOfEmpathy
* MadDoctor: She was originally a government scientist before hatching a plan to market Valkyr.
* [[TheManBehindTheMan The Woman Behind the Man]]
* VillainousBreakdown
-->"What do you mean, 'he's unstoppable'? You are superior to him in every way that counts. You are better trained, better equipped, and [[JustOneMan you outnumber him at least twenty-to-one]]. [[PunctuatedForEmphasis Do. Your. Job.]]"

!!Michelle Payne
->'''Voiced by:''' Haviland Morris

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

* [[HeKnowsTooMuch 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, [[RevealingCoverup but Nicole Horne overreacted]] [[ThereIsNoKillLikeOverkill a bit]].
* TheLostLenore

!!Valerie Winterson
->'''Voiced by:''' Jennifer Server

A respected female detective and Max's partner in the NYPD in the second game. [[spoiler:Max comes to realize that she has personal stakes in the case he is investigating.]]

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

!!Angelo Punchinello
->'''Voiced by:''' Joe Ragno

The head of the Punchinello Crime Family.

* AintTooProudToBeg: Once Max shows up in his office inside his mansion, the Don pleads with him to be spared. [[spoiler:He then tries the same with Horne's mooks.]]
* AnOfferYouCantRefuse: When we meet him at last, Angelo pleads on the telephone for Horne 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.
* DirtyCoward: Without his men to back him up, Angelo's real persona is actually a feeble, helpless old man. He even tries to run away [[spoiler:when Horne's hit squad arrives]], but does not succeed.
-->'''Max:''' He was trying to buy more sand for his hourglass. *[[DramaticGunCock click]]* I wasn't selling any.
* DiscOneFinalBoss
* TheDon
* KilledMidSentence: "[[BigNo No!]] I told him nothing--"
* TheUnfought: He falls to pieces and pleads for his life the moment Max enters his office, and is [[spoiler:mowed down by Horne's mooks shortly after.]]
* YouHaveOutlivedYourUsefulness: [[spoiler:After he has thrown every he has at Max, and failed to kill him, Horne pulls this on him]].

!!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 Punchinella Crime Family with some serious issues.

* AxCrazy: Lupino's always been something of a nutjob, which is made worse with his use of Valkyr.
* BadBoss: Does things like shoot underlings because he wants to see what their brains look like splattered on the wall.
* BaldOfEvil
* DiscOneFinalBoss
* FeelNoPain: He's so high on valkyr, you have to pretty much reduce him to pulp before he finally falls.
* TheMafia
* TalkativeLoon
* TattooedCrook
* WrongGenreSavvy: The loon seems convinced he's in a CosmicHorrorStory involving TheEndOfTheWorldAsWeKnowIt. [[{{Understatement}} He's WAY off.]]

!!Frankie "The Bat" Niagara
->'''Voiced by:''' Bruce Kronenberg

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

* BatterUp: The baseball bat is his weapon of choice.
* FauxAffablyEvil
* GunsAkimbo: Though he loves his bat, Frankie's also not averse to dual wielding MAC-10s.
* TheMafia
* NerdInEvilsHelmet: He is a fan of Captain Baseball Bat Boy.
-->'''Frankie''': "Nothin' wrong with a little laugh now and then. Take me for example. I love to watch cartoons. Cartoon violence's a fascinatin' thing."
* ProfessionalKiller: Of the hitman variety.
* PsychoForHire

!!The Trio (Vince Mugnaio, Pilate "Big Brother" Providence, and Joe "Deadpan" Salem)

The Don's notorious henchmen, a trio of killers hired to deal with Max.

* AxCrazy
* TheMafia
* {{Professional Killer}}s: All three of them are hitmen, and vicious ones at that.
* [[PsychoForHire Psychos For Hire]]
* TokenMinority: Pilate.

!!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 servicing Candy Dawn. [[spoiler:In Act 2, he's revealed to have been sent by an unknown party (later revealed to be Nicole Horne) on an assassination job on the Mayor himself, but never had the chance to pull it off]].

* AxCrazy: While not as nuts as Lupino or the Trio, Rico does have his moments, such as strangling two mad dog killers to death with video game cables because he was depressed after watching them settle their differences with a fighting game instead of murdering each other like he'd hoped they would do.
* DirtyCoward: Literally.
* InterruptedIntimacy: Max walks in on him with hooker Candy Dawn, and the ensuing fight takes place with Rico's pants down around his ankles.
* TheMafia
* ProfessionalKiller: Of the hitman variety.
* PsychoForHire

!!The Finito Brothers (Joey and Virgilio)
->'''Joey:''' Ladies an' gentlemen, it's the Pain in the butt!
->'''Virgilio:''' Pain to the Max!

->'''Voiced by:''' Tye Reign

The first two mobsters to try to kill Max when his cover is blown at Lupino's hotel.

* TheMafia
* {{Pungeon Master}}s: They sure like to consider themselves this. Max disagrees.
* ThoseTwoBadGuys

!!Alex Balder
->'''Voiced by:''' Chris Phillips

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

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

* BaldOfAwesome
* DeadPartner
* InTheBack
* PropheticName: [[spoiler:Alex is betrayed and murdered, much like his Norse god namesake.]]
* StuffedIntoTheFridge
* TragicBromance: With Max.

->'''Voiced by:''' Adam Grupper

Max's other partner in the DEA, who first sends Max to Roscoe Street Station. [[spoiler:He's revealed in the middle of Act 3 to be the one who murdered Alex and set Max up to take the fall]].

* AscendedExtra: His role is significantly expanded in the film adaptation, where he becomes the main antagonist [[spoiler: and is even revealed to be the one who ''really'' killed Max's wife and child]].
* BadassInANiceSuit
* BadassLongcoat
* ClimaxBoss: He's the last unique enemy you face in a straight fight, and puts up a pretty tough fight too, although there are still several levels left to go after you kill him.
* ComeOutComeOutWhereverYouAre
* [[spoiler:DirtyCop]]
* RareGuns: Wields a pancor jackhammer.
* [[spoiler:TheDragon: To Nicole Horne]]
* KnownOnlyByTheirNickname: We never do find out what "B.B." stands for, though Max has his theory: [[spoiler:"Backstabbing Bastard"]].
* [[spoiler:TheMole]]
* [[spoiler:SmugSnake]]
* SinisterShades[=/=]SunglassesAtNight
* TermsOfEndangerment: Patronizingly refers to Max as "Maxie."
* YouHaveNoChanceToSurvive

!!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.

* TheDevTeamThinksOfEverything: [[spoiler: Kill Mike or let him die early on when he's your ally and you won't have to deal with him later after TheReveal.]]
* DiscOneFinalBoss
* TheDragon: To [[spoiler:Vlad]].
* NerdInEvilsHelmet: He is a fan of avid fan of Westerns and likes ''The Adventures of Captain Baseballbat Boy''.
* ProfessionalKiller
* WrongGenreSavvy: He believes himself to be a [[LoveableRogue Rogue-ish]] YoungGun character like Billy the Kid, in the kind of Western that glamorises this kind of character, [[spoiler:and Max is eventually cast in the role as the tired, old Sheriff that goes after him]].
** RightMakesMight: When you defeat him, he admits this must make you the protagonist and him the villain.

->'''Voiced by:''' Gregory Sims

An elite member of the Cleaners.

* DualWielding: He carries two Ingrams.
* DamageSpongeBoss: Downplayed. He has about four times the hitpoints of a normal {{Mook|s}}, but that doesn't help him very much if the player decides to use grenades against him.
* FamedInStory

!!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, [[spoiler: or so Max thinks.]] He offers Max a private security gig in Sao Paulo, which is what prompts Max to leave New York.

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

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

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

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

* TheDon
* EvilOldFolks
* InelegantBlubbering
* MilkingTheGiantCow
* SympathyForTheDevil: Despite his numerous attempts to kill him and Passos, Max feels a hint of sympathy for him when seeing his grief.
* TheUnfought
* [[YouKilledMyFather You Killed My Son]]

!! Rodrigo Branco
->'''Voiced by:''' Frank Rodriguez

->''"You pay a couple of million dollars and you expect to... to push a button to... be able to make all your problems go away. All I got was some useless junk and a bit of false confidence."''

Max's new boss in Sao Paulo. He is an industrialist who is paranoid about kidnapping attempts. [[spoiler: He gets killed by a crooked cop during an attack on his company's headquarters while Max is busy fighting off the invading paramilitary goons.]]

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

!! Fabiana Branco
->'''Voiced by:''' Benedita Aires Pereira

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

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

!! 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. [[spoiler: In actuality, he is the mastermind behind a human organ trafficking ring, and the BigBad.]]

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

!! Marcelo Branco
->'''Voiced by:''' Dillon Porter

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

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

!! Giovanna Taveres
->'''Voiced by:''' Shirley Rumierk

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

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

!! Wilson Da Silva
->'''Voiced by:''' Stephen Girasuolo

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

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

!! Armando Becker
->'''Voiced by:''' Bira Castro

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

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

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

!! Serrano
->'''Voiced by:''' Babs Olausanmokum

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

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

!! Álvaro Neves
->'''Voiced by:''' Gil Cardoso

Neves is the commander of the Crachá Preto, a company of mercenaries composed of former cops and military men [[spoiler: who also secretly run the harvesting end of an OrganTheft ring with ties to Victor Branco and the UFE.]]

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