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The spoilers were like an old road map, the blood of my wife staining the grids. Some of the roads were clear, while others were blurred out by crimson smudges. I guess there are things you can't know everything about. Ruins the "fun" of experiencing it.

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The Titular Character

    Max Payne
Click here to see Max in the first game 
Click here to see Max in the second game 
Voiced by: James McCaffrey

"After Y2K, the End of the World had become a cliche. 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 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.)

  • The Alcoholic: Jim Bravura believes he is one in the second game. But Max first truly becomes this by the time the third games comes around.
  • 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 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.
  • 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.
  • "Awesome McCool" Name: "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 Beard: Gradually grows one in 3, starting out as a Beard of Sorrow.
  • 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 coat, often a little longer than waist-length. In the third game, he says he wears it because blood doesn't show as much on black leather.
  • Bald of Awesome: Throughout part of the third game.
  • 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 thirsty for vengeance. However, he still has the bullet-time ability in the scenes leading up to his wife's murder. Maybe he picked up that ability dodging his father's thrown beer bottles.
  • 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 draws his service pistol and blows him away. This seemingly heroic action will come back to bite him in the ass, since it marks him for death in New Jersey.
    • Robbing people of their organs proves to be 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.
  • Blood Knight: Max becomes this after his wife and child's death. It takes him til 3 to fully accept it, though.
  • 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.
    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!
  • Cool Shades: Briefly in the third game.
  • Cowboy Cop: In the first two games. 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 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 to the bottle, which eventually killed her, and the latter openly fantasized about killing him.
  • 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.
  • 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.
  • 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 drunk 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.
  • 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 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.
  • 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 stories go and his role in them, and sometimes compares himself to Humphrey Bogart, the icon of the genre, 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"
  • 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.
  • Going Cold Turkey: 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.
  • 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 to Borgia 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.
  • 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.
    • 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.
  • Jerk with a Heart of Gold: He's a snarky, cynical, violent man, and even to his friends can be a dick. But in the end, Max is a good and decent guy and will always fight to bring the bad guys to justice and protect the innocent.
  • 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 managing Victor Branco to justice. No concrete explanation is given as to how he managed go from shooting up half of Sao 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 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."
  • Knight In Sour Armor: Some of the most sour to be found but he presses on in spite of it.
  • 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.
  • 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 guerrillas who were oppressing them, the policia who were straight-up murdering them (and harvesting their organs), 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 he 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.
  • '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 realization that if someone actually tries to be a hero in the way the anti-heroes of the 90s did, their life would suck.
  • 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.
  • Private Eye Monologue: Max narrates his own adventures.
  • Reality Ensues: Max's substitute for health power-ups is painkillers. Come the third game, he's become addicted.
  • 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 armornote  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.
  • The Stoic: Max is quite unflappable, and he rarely raises his voice, even in dangerous situations. He proves Not So Stoic he confronts Neves with his organ thievery in the third game.
  • Super Reflexes: The Bullet Time is basically an extension of his reflexes. Up to Eleven in 2, where 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).
  • 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.
  • '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.
  • 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.
  • 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 of Choice: 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.
  • 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!

Loved Ones Of Max

    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.

  • 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.

    Rose Payne 

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

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

    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."

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.

  • Angsty Surviving Twin: After Lisa's death in the first game.
  • Another Side, Another Story: During 2 she becomes playable for a part of the game that shows her side of her and Max's exploration of the cleaner base. It's also made clear during the rest of the game she's out there and active doing things Max doesn't know about.
  • 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.
  • 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.
  • Femme Fatale: Directly called one by Max. She's beautiful, but she'll kill you if you wrong her.
  • 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.
  • Made of Iron: Like Max, when she's playable she can take a lot of bullets before she drops.
  • The Only One Allowed to Defeat You: She spiked Max's drink with Valkyr 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.
  • Professional Killer: Of the assassin variety.
  • Promoted to Playable: She's an NPC in the first game, but is playable for a couple of levels in the second.
  • '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."
  • Weapon of Choice: In both games, Mona's default weapon is a Desert Eagle.
  • 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
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.

  • 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.
  • 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: 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.
  • 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.
  • 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 shortly 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
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.

  • Adaptational Badass: In the film, he's mentioned to be a former army sergeant.
  • Alien Blood: By his account, Lucifer's blood is green.
  • Ax-Crazy: Lupino's always been something of a nutjob, which is made worse with his use of Valkyr.
  • Bad Boss: Does things like shoot underlings because he wants to see what their brains look like splattered on the wall.
  • Bald of Evil: He has a shaved head, and is one of the most deranged men Max ever comes across.
  • Disc-One Final Boss: Defeated at the end of Chapter 1, but he's just a lieutenant in the mafia; Max later reflects it was a waste of time aiming for him when Punchinello is The Don.
  • Facial Markings: The occult looking tattoo over his left eye.
  • 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 makes sense while the jumped-up Lupino is so tough to take down.
  • Large Ham: He never stops shouting his insane declaration "I HAVE TASTED THE FLESH OF FALLEN ANGELS!"
  • 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.
  • Shotguns Are Just Better: He wields a sawed-off shotgun.
  • Talkative Loon: He's fully insane and very eager to share his revelations.
  • Tattooed Crook: He has a flame emblem tattooed over his left eye.
  • 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 winter storm engulfing New York is the actual Ragnarok, and he is the Fenris Wolf marked to help usher in the end of the world. However, it's not real, Lupino is just really crazy.

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

  • Art Evolution: While all the characters got an appearance shift between games, Vinnie is almost unrecognizable, going from sunglasses and a nice suit to a sports jacket with gold chains. He looks much younger as a result.
  • Big Bad Wannabe: Vinnie wants to be a big-time gangster, but is too comical to take seriously and too ineffectual to be a real threat. In 2 he's just a distraction from the real villains, the Cleaners.
  • 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.
  • 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.
  • Determinator: Despite getting shot in the stomach by Max, he manages to run across several rooftops, hop a train to a new part of town, and then run some more across more rooftops, clutching his bloody stomach all the way.
    Max: "I don't know about angels, but it's fear that gives men wings."
  • Dirty Coward: He runs from Max when confronted and is quick to flee if things turn against him.
  • 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.
  • Gosh Dang It to Heck!: 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."
  • Le Parkour: In the first game he preforms some impressive acrobatic feats and freerunning moves, especially seeing he was shot in the gut.
  • 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 Quite Dead: Max leaves him bleeding in an alleyway in the first game, but Vinnie returns for 2.
  • Number Two: He's Lupino's right-hand man. For some reason.
  • Took a Level in Badass: Come 2, he's at a higher position in the mob than the first game, and is not quite as cowardly. He also uses stronger language than before.
  • We Cannot Go On Without You: In 2's Escort Mission, if Vinnie dies the bomb in his costume explodes, killing Max. There's no reason for this in terms of story, it's just there to give a reason why Max doesn't just ditch him and run for it.
  • 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 "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.

  • 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.
  • 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.
  • 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: He's clearly unhinged.

    The Trio 

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

  • Anti-Climax: The Trio are hyped up as the most dangerous killers in the mob, but aren't particularly dangerous or difficult to fight. They take a bit more damage than your average henchman, 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 only their boss would 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.
  • 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.
  • Token Minority: Pilate is the only African-American ranked member of the mafia.
  • Scary Black Man: Pilate Providence.

    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.

  • 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.
  • 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.
  • 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.
  • 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 contract of Nicole Horne. His death at Max's hands puts a effective stop to this.

    The Finito Brothers
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.

  • Dual Boss: Max fights both of them at once.
  • 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."
  • Those Two Bad Guys: Crack bad jokes and are a pair of idiots that annoy Max.

    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 video tapes herself having sex with her customers and sells the tapes as amateur porn.

  • 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.
  • Interrupted Intimacy: Max walks in on her "servicing" Rico.

Police Of New York

    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.

  • The Alcoholic: He has managed to beat the bottle in the second game. A fact he is very proud of.
  • Badass Grandpa: In the second game he gets shot repeatedly by an ingram, but he still manages to survive despite his age. Seeing footage of him lying on a operating table, Max mentions that he is simply "too stubborn to die."
  • Benevolent Boss/Jerk with a Heart of Gold: 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*
  • 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 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.
  • Hero Antagonist/Inspector Javert: 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.
  • 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.
  • 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.

    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.

  • Asshole Victim: Max didn't knew 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.
  • Cold-Name Mole: Winterson is the Big Bad's insider on the NYPD.
  • 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. D'aww.
  • 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.
  • 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 Yay:invoked Winterson is hinted to harbor some attraction to Max Payne, 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: Is unsympathetic to criminals, saying their 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.
  • 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" behaviour. 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.
  • Not So Different:
    • Winterson refuses to bring down Vlad due to her love for him, in the same way Max helps Mona and lets her roam free even though they should technically be enemies. Max kills Winterson to save Mona, while Winterson was trying to kill Mona to save Vlad. She also shares a tragic backstory like Max, having lost her husband to divorce and being left to take care of her blind son alone. We don't see her struggling with the morality of her situation, but she is probably an awful lot more like Max than it first appears.
    • This also gives another reason why Max and Winterson argue so much: they both have a lot of similar self-loathing behind the scenes. Ironically, had they dated they may have been a good match for one another, with Max gaining some degree of replacement for the family life he lost and Winterson gaining a real father figure that her child lacks.
  • 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 getting 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 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.

    Alex Balder
Voiced by: Chris Phillips

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.

  • 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.
  • 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 familes in New York, rather than skip town which Max thinks would've be the smarter option.
  • 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.
  • Stuffed into the Fridge: His sudden death at the start of the first game is the catalyst to finally push Max over the edge.
  • Tragic Bromance: With Max. They were as close as brothers, but Alex died trying to help him with a case.

Voiced by: Adam Grupper

"Maxey, Maxey, Maxey, you never knew when to quit, did you?"

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

  • Ascended Extra: His role is significantly expanded in the film adaptation, where he becomes the main antagonist and is even revealed to be the one who really killed Max's wife and child.
  • Badass in a Nice Suit: He wears an immaculately tailored suit that includes a Badass Longcoat.
  • Boss Banter: In contrast to most other bosses in the first game, B.B. is rather talkative during the fight.
  • Climax Boss: He's the last unique 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.
  • Dirty Cop: He turns out to be working for Horne.
  • Rare Guns: Wields a Pancor Jackhammer, a powerful end-game shotgun. Famously, the gun was never put into production in real life, and very few exist.
  • Known Only by Their Nickname: We never do find out what "B.B." stands for, though Max has his theory: "Backstabbing Bastard."
  • The Mole: Turned out to be working for Horne all along and worked to sabotage the case investigating Valkyr.
  • Obviously Evil: Lampshaded by Max — when they meet up, B.B. is wearing a fine tailored suit and a gold watch no cop could afford, and is oozing fake charm and a wide grin. Max's suspicions are confirmed just by looking at him.
  • Rule of Symbolism: Fills the role of Loki in the game's Norse mythos, the deceptive trickster who orchestrates Balder's death.
  • Smug Snake: He's eternally grinning and confident that Max is in over his head and cannot hope to stop him.
  • Sinister Shades/Sunglasses at Night: Wears a pitch-black pair of shades.
  • Terms of Endangerment: Patronizingly refers to Max as "Maxie."
  • You Have No Chance to Survive: Tells Max that what's going on is big, too big for Max to win.

Russian Mafia

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

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 night club, Vodka, but is obviously not as clean as he likes to claim.

  • Affably Evil: He's very friendly and polite, even as he puts a bullet in Max's head.
  • The Apprentice: Formerly to Alfred Woden.
  • 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 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.
  • 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."
  • 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.
  • 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 put the old man on notice.
  • Card-Carrying Villain: 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 refers to everyone as this.)
  • 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.
  • 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.
  • Demolitions Expert: Vlad's favorite method of disposing of enemies and evidence seems to be lots of explosives — most levels featuring him in some manner have the level blowing up or explosive crates and barrels around the place. Lampshaded by Mona when she warns Vinnie that Vlad is going to try and kill him: "knowing him, it'll probably be a bomb."
  • Disney Villain Death: Perishes when the spire above Woden's manor crashes through the ceiling, taking him 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.
  • Face–Heel Turn: Goes from being a loyal ally in the first game to the Big Bad Friend of the second.
  • 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.
  • 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."
  • Legitimate Businessmen's Social Club: Ragna Rock aka Vodka, styled as the hippest restaurant in Manhattan... if he can ever get the bloodstains out. A more sinister example is the Squeaky Cleaning Company, who's shadowy "boss" is none other than Vlad himself.
  • 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.
  • Man in White: In the sequel, he wears a pristine white suit.
  • 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 over it.
  • 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.
  • 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.
  • Pay Evil unto Evil: He dismisses the Inner Circle as an organized crime outfit, no better than he is and deserving of punishment.
  • 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.
  • Reformed Criminal: Or so he claims at the beginning of 2. His restaurant is only a front for the Cleaners.
  • Rule of Symbolism: In keeping with the Biblical theme, Vlad comes between Max and Mona, causing the death of the latter, and is killed by Max, falling into an inferno of his own making when he plummets through a skylight into a mass of explosives. A painting of Adam and Eve behind the wreckage completes the picture.
  • 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."
  • 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.
  • Weapon of Choice: Vlad, like Mona, prefers the Desert Eagle as his sidearm, but he's even more well known for using bombs.
  • "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.
  • Your Cheating Heart: His girlfriend, Annie Finn, is killed by the Cleaners early in the second game. He's also dating Detective Winterson, and he's the Cleaners' boss.

    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.

  • Affably Evil: Even after Vlad is outed as a villain, Mike remains friendly and personable as he taunts Max over the intercom.
  • 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 a fan of avid fan of Westerns and likes The Adventures of Captain Baseballbat Boy.
  • The Nicknamer: Refers to Max as "Sheriff."
  • 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 Rogue-ish 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.

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: He has about four times the hitpoints of a normal 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.
  • 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

    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.

  • 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/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.
  • Dirty Old Man: A regular visitor of the 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 gets hold of a copy.
  • 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.
  • Meaningful Name: He fills the role of Odin (or "Woden" in some spellings) in the game's Norse symbolism - the one-eyed old leader of the Inner Circle who helps Max in his quest. In the second game, he steps into the role of God, a distant but all-knowing master watching the humans fight without intervening.
  • 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.
  • 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.

    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.

  • 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 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.
  • Bad Boss: But she DOES pay well.
  • The Baroness: An older female antagonist who proves utterly amoral and ruthless.
  • 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.
  • 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.
  • Diabolical Mastermind: 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.
  • Evil Overlooker: During Woden's Expo Speak, Horne is shown taking a drag over the Manhattan skyline.
  • Evil Redhead: She has dark red hair, and is one of the most sinister characters in the series.
  • Evil Tower of Ominousness: The devilish Aesir plaza. Horne owns a cushy suite on the top floor.
  • Good Smoking, Evil Smoking: She smokes cigarettes.
  • Iron Lady: Villainous example of this trope.
  • 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: Max shoots down an antenna on top of the building as she tries to flee in a helicopter. The antenna crushes the 'copter, causes it to blow up, and then the landing platform breaks off the building and the whole thing falls to the streets below, the helicopter crushed again as the platform lands on it. There is no question Horne is well and truly dead.
  • Rule of Symbolism: In keeping with the Norse themes of the first game, she fills the role of Hel, the goddess of the underworld. The parallels include her blue suit (Hel was said to be half-blue, half-flesh tone) and her being behind Project Valhalla which produced Valkyr (Valkyries were the ones who carried dying warriors to Valhalla). Also, her corporation is named Aesir, with the tagline "A little closer to heaven." Max connects the dots in the finale in case players missed it:
    "Valkyr had been meant to be a white-winged maiden that would lift you to a warrior's heaven. But it had turned out to be a one-way demon ride to Hell. The Devil was in the drug. I knew, I had met him... And now I was going to kill her."
  • The Sociopath: All that cares to her is her drug trade operation. Everything else is expendable.
  • Smug Snake: Talks down to Max whatever chance she gets, but goes into a Villainous Breakdown when he starts slaughtering his way up to the top of her skyscraper.
  • 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.
    "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!"
  • 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.
    "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."

    "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

    Anthony DeMarco 
Voiced by: Ray Iannicelli

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.

  • The Don: By the time of 2012, he apparently runs New York's mafia families.
  • 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.
  • Milking the Giant Cow
  • Revenge Myopia: He wants to kill Max and Raul for killing his son, even though it was his son that started the fight.
  • 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.
  • The Unfought: Max escapes New York without ever fighting or killing him.
  • You Killed My Son: Max killing his son is the start of their vendetta.

    Anthony DeMarco Jr. 

  • Hypocrite: 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.
  • Overlord Jr.: He's the son of the don who controls the New York mob.
  • 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.

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 Sao Paulo. He is an industrialist who is paranoid about kidnapping attempts.

    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.

  • 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.
  • Stuffed into the Fridge: At the hands of Serrano.
  • 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.

  • 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 Sao Paulo's gangs to further his ambitions.
  • 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.
  • 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.
  • Make It Look Like an Accident: 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...
  • The Man Behind the Man: 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.
  • Manipulative Bastard: Plays everyone including Max against each other.
  • Sleazy Politician: Max gets this wipe from him.
  • Smug Snake: See Tempting Fate.
  • The Sociopath: He's a ruthless bastard who 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 actually the Big Bad of the third game.

    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.

  • All Love Is Unrequited: Judging by his actions, it's implied he's secretly in love with Fabiana
  • Hidden Depths: Despite very much being an Upper-Class Twit, he does have a few moments. He provides some help during the nightclub raid, is mentioned as having managed to escape the Comando Sombra by himself during said raid, and 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.
  • Kill It with Fire: 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.
  • 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.

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

  • 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.
  • 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 Sao Paulo's impoverished lower-class neighborhoods, but by night, she parties with her sister in Sao Paulo's night spots.

  • 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 Sao Paulo

    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.

  • Action Survivor: The above easily qualifies him for a spot in an Action Duo with Max. He even discusses and then invokes Max' 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: To Max' Brawn.
  • The Commissioner Gordon: To Max
  • 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.
  • 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: Inverted. He's practically the game's most avid cigarette smoker, but he's actually a good guy. See Jerk with a Heart of Gold.
  • Jerk with a Heart of Gold: 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. And the only one that remains throughout the last few chapters.
  • The Lancer
  • 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 in order to avoid the bad guys pulling a He Knows Too Much on him. It works.

    Armando Becker
Voiced by: Bira Castro

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

  • 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.
  • Dirty Cop: Max's first close encounter with Becker involves the latter ordering UFE officers to kill incapacitated suspects.
  • 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.
  • 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 Sao 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."

Voiced by: Gilberto Romagnolo

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

  • 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.
  • Idiot Ball: 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.
  • 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.

Criminals of Sao Paulo

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.

  • 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
  • Dreadlock Warrior: He's identifiable by his spiked dreadlocks.
  • Enemy Mine: Max and Serrano comes to an unspoken truce when confronting Athur Fisher, as Max lowers his gun and allows Serrano to kill the doctor with a scalpel.
  • Extreme Mêlée Revenge: Gives one to Dr. Fischer offscreen after Max uncovers the organ harvesting operation at the derelict hotel.
  • 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 shit and giggles.
  • Scary Black Man: The first time Max identifies him, he is called "the slab of meat" in Max' Private Eye Monologue.
  • 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

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

  • 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.
  • 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 an 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.
  • 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.
  • 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

"Voca ta todido, gringo."

Neves' underboss in Crachá Preto.

  • The Dragon: To Neves.
  • Foil: To Nerves. Where Nerves appears more talkative and casual in his manners, Rego is more silent and serious.
  • Hoist by His Own Petard: Max gets into a meele struggle with him and ends up stabbing him to death with his own machete.
  • 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 

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.

  • Ain't Too Proud to Beg: He frantically begs Max (and then Serrano) to spare him when he is found in the derelict hotel.
  • 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 never 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.

  • Arch-Nemesis: He claims it's Bicycle Helmet Girl, but it's actually Maxwell's Demon.
  • Batter Up!: His iconic weapon.
  • Foe Yay: In-universe, he insists Bicycle Helmet Girl is his Arch-Nemesis, but in practice she's his girlfriend and partner.
  • Genius Bonus: Invoked in-universe. In one of Max's dream sequences in 2, Vlad asks Vinnie who the creator of Maxwell's Demon is. Vinnie answers with both the in-story scientist that made it and the writer of the show that designed it, but Vlad corrects it was "James Clerk Maxwell," the creator of the thought experiment "Maxwell's Demon" that the villain is named after. Vinnie is quite upset at the trick question.
  • 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.

    Anders Dettling 

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.

  • 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 US north - 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.
  • 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.


Max's neighbour in Hoboken after his retirement from the police. He died during the mafia attack in a suicide explosion, taking several of mafia goons with him.

  • Conspiracy Theorist: Appears to have been one before his death.
  • Mad Bomber: A very rare benevolent example. He saves Max's life by blowing a gangster who had Max on gunpoint away with a shotgun, then blows himself up, killing several more gangsters as well.
  • One-Scene Wonder: Has only one scene in the game, but makes a hell of an impression in it.
  • Shell-Shocked Veteran: He's been in the army judging from his jacket, and he's definitely not all there.
  • String Theory: His appartment 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.
  • Suicide Attack: He meets his end in one.


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