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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/max_payne_1_1.jpg]]
2[[caption-width-right:350:Not included on this page: the ghostly and tormented voices of your dead wife and baby, and a [[OminousMusicBoxTune creepy baby music box tune]].]]
3
4* The whole condition of New York City.
5** The city is pretty nightmarish, going beyond the average WretchedHive or CrapsackWorld and into the realm of just being some sort of [[EldritchLocation surreal hellscape]]. Max even comments himself: "I could see how somebody impressionable might get it into their head that we were at the end of time."
6** It is also completely infested with sleazy corruption, government conspiracy and violent criminals.
7** There's an almost supernatural snow-storm that is ravaging everything like some sort of herald of the apocalypse.
8** TheMafia are so brazen and vicious that they gleefully massacre transit officers at a subway maintenance station during the former's ongoing bank robbery, and later kill an entire team of SWAT operatives who were working at a crime scene to retake Lupino's Hotel, casually leaving their vans burning ''in the middle of the street''.
9** And that's not even getting into the mass use of a drug that turns people into [[AxCrazy murderous and suicidal lunatics]].
10* The nightmare/hallucination sequences.
11** During his trek inside this surreal scenario, it included such gems as: the terrified, pleading and weeping voice of Max's late wife Michelle; the baby crying (and ''screaming'' at one point if you fall during the second sequence); creepy music box music; the door from the bathroom being boarded up violently; and lots of creepy imagery, including a cradle on a red floor surrounded by candles like a demonic altar.
12-->'''Max''': Somewhere, the baby was crying.
13** The scream is actually from a parody of ''Series/TwinPeaks'', ''Address Unknown'', that is briefly seen in the game, but it's horrifying nonetheless. Also, since we're watching the show from Max's perspective, it may be that hearing a normal scream on the TV triggers him into remembering the same scream of his dying child... yikes.
14** The ''Twin Peaks'' parody itself is pretty disturbing, cutting out the kooky and funny bits of that show and keeping the horror elements. The TV is just sat in the middle of a completely dilapidated flat (where two mobsters are watching the show). The main character recounts a split personality experience in a wavering, shaky voice and more creepily still, the dialogue references Max's own suffering. The TV states that the "flamingo" says: [[IronicEcho "The flesh of fallen angels."]] and the protagonist says [[CreepyMonotone "I have no idea what that means."]] Of course, that exact phrase is what the Valkyr junkies said when killing Max's family and [[IronicEcho he is familiar with it]], which makes it all the more surreal. Right after this sentence on the TV we hear a [[HellIsThatNoise baby screaming]] and the whole sequence ends with the narrator [[CreepyMonotone mentioning]] that he always wakes up... [[ThroughTheEyesOfMadness strapped to his bed]].
15** In that vein, the extremely surreal and abstract sequence of the second nightmare, where you wake up in Punchinello's burning office, and find yourself confronted with a ringing phone and a paper on the desk. When you answer the phone the first time, its simply gibberish on the other end, but the second time, a voice is begging Max to wake up and remember where he is, while Max still only hears gibberish, as the [[DrivenToSuicide phone turns into a gun]]... And the document on the desk respectively tells Max that [[BreakingTheFourthWall he's in a video game and a graphic novel]]. It might seem silly, but in the context, its terrifying. Subconsciously, Max KNOWS he's a simple puppet, and all his suffering is merely to set a backstory for the players.
16* The hallways twist and the walls change. THE WALLS CHANGE! [[MindScrew It's... wrong]].
17* The blood trail sequences are "limbo in a video game."
18* There are also [[MindScrew minor but significant changes to Max's house]] that are disturbing too. The picture on the wall in the baby's room changes from a teddy bear with "HUG ME!" in the real scene to "CUDDLES", "HUGGIES" and other such slightly "off" phrases, as if Max's PTSD and/or Valkyr intoxication is changing what he remembers. And in one dream the [[MindScrew child's letter blocks spell out "DEAD"]].
19* During the first dream sequence, when you reach the corpse of the baby, ''her arm is still moving''.
20* On top of Ragna Rock and Lupino both being super-creepy, [[https://www.youtube.com/watch?v=cdIha5Dz07U the boss fight itself]] is [[WakeUpCallBoss a nightmare]].
21** Unlike the rest of the games bosses, the Finito Brothers, Rico Muerte, the Trio or the Russian gun runner, [[NightmareFuelStationAttendant Jack Lupino]] doesn't have a realistic level of health. The reason? He's hopped up to his eyeballs with Valkyr, and can't even feel pain anymore. Even after the boss fight, Max empties his gun into Lupino's corpse during the cutscene, just to make sure he won't get back up again. This makes a lot of sense once you find out that Valkyr is really [[spoiler:a military SuperSerum prototype that was never finished]]. The run-of-the-mill addicts you've fought so far in the game just haven't had access to enough of the stuff to get the effect Lupino got.
22---> '''Lupino''': Death is coming, and hell follows with her... this is the Twilight Winter! I am ready to be her son! Her time is now and all who stand in her way MUST DIE! [[LaughingMad AHAHAHAHAHAHA!!]] '''[[SuddenlyShouting DIIIIIEEEEE!!!!]] [[LaughingMad AHAHAHAHA!!!]] [[MadnessMantra YOU'LL DIE!]] [[LaughingMad YOU'LL... HAHAHA... DIE! ]]''' '''''[[MadnessMantra NOW... ALL... DIE! AWOOOOOOOOOOOOOOOO!!!]] [[SanitySlippage THE WOLF!!!]]'''''
23** The build up to the confrontation with Lupino is chilling and implies he's been doing awful things for a long time. We find torn up letters, gory diagrams on the walls, a stone dish filled with blood and his own henchmen bound and slaughtered on a pentagram. [[EvenEvilHasStandards Even his own men]] are [[TheDreaded terrified of him]], stating he's been locked away in his private part of the club for three days and the "screams have stopped".
24** Ragna Rock itself seems to be part of Lupino's twisted operation, as Max says that the events there "[Start] with bondage games and lead to the nasty stuff from there." The band is named [[MeaningfulName "Choosers of the Slain"]] (which the Valkyr of Norse Mythology were in charge of performing), and seeing that backstage Lupino is actually sacrificing people, the [[FridgeHorror band might literally perform this function]]...
25** While unused from the game's soundtrack, the eponymous "[[https://www.youtube.com/watch?v=X2q5705OVi8 The Flesh of Fallen Angels]]" is ''complete panic fuel'', which was supposed to be heard when fighting Jack Lupino and his henchmen while sending you on the edge. The sounds heard throughout the track (which is an audio sample named "Insect Infestation" by Zero-G) are also used in ''VideoGame/HalfLife2'''s [[https://www.youtube.com/watch?v=Majl8PbzpXU citadel_ambient_scream_loop1]], which is very disturbing.
26* The final reveal of the game, that the events of the story were just a side effect of [[spoiler: the power games of a government conspiracy and its various infighting.]] All the horrible things that happened weren't even for any real purpose.
27* If you kill the V junkies their screams will sometimes transition into the sound of a baby crying. The fact that it's the sole bit of obvious MindScrew in the game outside of the dream sequences just makes it all the freakier.
28* [[https://vignette.wikia.nocookie.net/maxpayne/images/7/73/MaxPayne_2011-05-06_16-40-19-89.jpg/revision/latest?cb=20110506144637 The loading screen]] for the Prologue of ''A Bit Closer to Heaven'' features a screaming man with [[BlackEyesOfEvil hollow eyes]]. It sticks around in the quit screen as well, resulting in a JumpScare for those who didn't expect it (the other two sequels don't have that kind of image if you choose to quit the game).
29* The effects and symptoms of Valkyr use and the behaviour of the junkies hopped up on it. It seems to be extremely addictive and habit forming, and doesn't even appear to give a real "high", as people who have taken it simply hold their heads and rock back and forth like madmen. Users mutter gibberish and seem anguished ("I think I died...I think I'm dead! I don't know..." and "I'm gonna hurt you..." being stand outs). It also makes the user do completely insane and violent things, up to and including murdering innocent people and children, and blesses the user with a resistance to pain and increased strength with which to commit these atrocities. It's hard to think of a nastier drug (outside of maybe Poppy's drug from ''Film/KingsmanTheGoldenCircle'').
30* Also, the personality and motivations of [[BigBad Nicole Horne]]. She is intelligent, powerful and hard-working. She's also completely soulless and [[TheSociopath happily does absolutely anything]] to acquire more money and power, which is all she seems to live for. By the time the plot ''starts'' she has already crossed ''dozens upon dozens'' of [[MoralEventHorizon Moral Event Horizons]] and she continues to do so throughout the game, doing the most heinous things again and again with absolutely no guilt or conscience whatsoever. [[ParanoiaFuel She would quite literally kill your entire family and not lose a wink of sleep over it]] - '''[[OhCrap and people like this actually exist]]!'''

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