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Video Game / Max Payne 2: The Fall of Max Payne

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All spoilers for Max Payne are unmarked. You Have Been Warned!
"Max, we gotta stop meeting like this."

"The past is a gaping hole. You try to run from it, but the more you run, the deeper, more terrible it grows behind you, its edges yawning at your heels. Your only chance is to turn around and face it. But it's like looking down into the grave of your love, or kissing the mouth of a gun, a bullet trembling in its dark nest, ready to blow your head off."

Max Payne 2: The Fall of Max Payne is a Third-Person Shooter video game, developed by Remedy Entertainment and released in October 2003. It is the sequel to the 2001 video game Max Payne, and the second game in the Max Payne series.

Two years after the events of the first game, Max Payne is back working as a detective for the NYPD. He's soon forced to investigate a highly organized and well-funded group of assassins who are wiping out the powerful syndicate The Inner Circle, while becoming entangled with the Circle's possibly-trustworthy-who-knows hitwoman Mona Sax.

The game features better physics and graphics, actual in-engine cutscenes with new animation beyond the standard AI movements, more varied gameplay (including having Mona appear as a playable character for several chapters), and an original song by the newly-formed Poets of the Fall. It also rewarded patient players with several additional stories they could choose to watch; if Max stopped at the various televisions scattered around the game, he could catch the latest episode of the obnoxious animated series Captain Baseball Bat Boy, the self-mocking cop show Dick Justice, the amusing period soap Lords and Ladies or the surprisingly creepy, Twin Peaks-like psychodrama Address Unknown, all of which seemed to revolve around Max's life somehow.

A sequel, Max Payne 3, was released in 2012.


  • Agree to Disagree: Said word for word by Vladimir to Max during a discussion about bad decisions and predestination.
  • Amusement Park of Doom: Mona's hideout in the second game, a funhouse that's themed after Address Unknown, turns into this for the Cleaners she and Max ambush, then for herself when Vladimir detonates a bomb that sets the place on fire and she has to go inside to save Max.
  • Art Evolution: In the first game, all the characters in the graphic novel sequences were played by random dudes from the programmers' offices, and it definitely shows (the goofy grins that everyone sports in the supposedly "serious" scenes is a pretty big giveaway). Here, the character models were based on actual professional models, giving the cast a more polished, if less unintentionally amusing, appearance.
  • Ascended Extra: Vladimir Lem and Vinnie Gognitti get upgraded from bit parts to major characters central to the plot in Max Payne 2. Mona goes from being in only two scenes in the first game to being Promoted to Playable in the second.
  • Award-Bait Song: Max Payne 2: The Fall of Max Payne has Poets of the Fall's "Late Goodbye" as the country-inspired Recurring Riff and Solemn Ending Theme, which netted a 2004 Game Audio Network Guild Award.
  • Bedlam House: Pink Bird Mental Institute in Address Unknown.
  • Bizarrchitecture: The Million Dollar Question features a building of luxury apartments, yet also takes you through an apartment that has no windows whatsoever.
  • Bodyguard Betrayal: Happens to Alfred Woden near the end of the game.
  • Creator Cameo: Done in a somewhat subtle way. When Vlad quizzes Vinnie about the Captain BaseBallBat-Boy franchise, one of his questions is who the original creator of the comic strip is — Vinnie answers "Sammy Waters", which is a pun upon Sam Lake, the Max Payne series' creator.
  • Creepy Mascot Suit: Vinnie Gognitti ends up put in a Captain Baseball Bat Boy suit by Vlad. While the guy is quite the wimp and an ally of circumstance of Max, the suit is trapped with a bomb inside, which will explode should the suit be removed.
  • Cry for the Devil: In-Universe — In 2, Max seems regretful over killing Detective Winterson, even though it later becomes clear that she was Vlad's lover and actually working against Max. It's even implied that Max feels so remorseful over his choices because Winterson was in the same position as him; finding her grave in 3 has him expand on this, noting that killing Winterson because he still loved Mona is one of his bad calls he's still trying to bury.
  • Cuckoo Nest: The Show Within a Show, Address Unknown, where the protagonist was in an insane asylum and thought everyone else there was insane. The show's events also parallel Max's own experiences to a disturbing degree, one of the many hints during the game that Max is not entirely sane. Max even lampshades this at one point.
    Max: When entertainment turns into a surreal reflection of your life, you're a lucky man if you can laugh at the joke. Luck and I weren't on speaking terms.
  • Darker and Edgier: Zig-Zagged. The storyline here is noticeably bleaker, as Max suffers from even more constant guilt and suffering than he was 2 years ago, the graphic novel scenes are much more serious and lack some form of Bathos in some supposedly serious scenes,note  and the combat music lacks an "action-hero feel" and is instead much more tense and occasionally forlorn. The nightmare levels on the other hand.... (see Lighter and Softer below)
  • Despair Event Horizon: Max starts the second game on the cusp of this. By the end, he's gone so far over it that he actually breaks out the other side.
  • Developer's Foresight: If the player kills the very first cleaner before he turns hostile at the warehouse, Max will note that he saw through the cleaner's disguise.
  • Driving Song: "Late Goodbye," the Theme Song of Max Payne 2: The Fall of Max Payne, is a melancholy country tune implying a never-ending Stern Chase.
    Lonely street signs, power lines, they keep on flashing, flashing by
    And we keep driving into the night
  • Embarrassing Hobby: Vinnie Gognitti collects action figures. This is especially embarrassing to Vinnie, as he strives to project a tough-guy image despite not actually being one.
  • Enemy Mine: Vinnie changes sides because a bomb was strapped inside his costume.
  • Escort Mission:
    • At one point, you're forced to escort Vinnie, who's stuck in a costume strapped with explosives. He has a tendency to run ahead of you and get himself killed, forcing you to stick near him at all times.
    • In a sniper support variation, Max himself is the escortee while Mona, under the control of the player, clears the path for him. He's not totally helpless, as once he gets free of the collapsed scaffolding, he fights back with an M4.
  • Evil Power Vacuum: Vinnie Gognitti takes over the Punchinello family operations by virtue of Max effectively wiping them out in the previous game. Vlad takes over Jack Lupino's business interests, including his nightclub.
  • Forgot About His Powers: In Chapter 2 of the second game, Max will single-handedly clear out an abandoned office building full of cleaners. Then he's forced to leap out a window to avoid an explosion, and the rest of the chapter is spent playing as Mona providing cover fire for Max. He'll get pinned down behind barriers several times over the next several levels and will be helpless until Mona can take out the lone man firing on him. The implication is that the impact to the head that ended his section knocked him for a loop, and he's still not up to his usual strength.
  • Freeze-Frame Introduction: When a new important character is first seen, the camera freezes on their face momentarily to introduce them using Boss Subtitles.
  • Generic Cop Badges: Downplayed. Detectives do sport NYPD badges, but they carry the same ones as patrol officers, who used the NYPD's famous gold shield in real life.
  • Hired Guns: The Cleaners are a whole army of them.
  • Kinda Busy Here: Max in the second game's mission where both him and Mona storm the Mook's hideout.
  • Last Breath Bullet: Winterson pulls a non-lethal variation when Payne fatally wounds her, only for Winterson to shoot him in the back before dying.
  • Lighter and Softer: Downplayed. While just as creepy, the Nightmare Sequence levels lack the nightmarish, horror-esque elements such as the wails and weeps of his late wife and baby daughter, the limbo-esque blood trail, etc. And rather than being confined inside of Max's home, it now has an outdoor area.
  • Mook Promotion: In the first game, Vinnie Gognitti is a ratty, low-level flunky who Max chases and torments for information, and is so pathetic Max figures he's not even worth killing. Here, Vinnie seems to be pretty much running the entire Mafia, due to Max having killed everybody else in the Family hierarchy during the course of the first game.
  • Multiple Endings: Mona lives if you beat the game on the "Dead on Arrival" difficulty.
  • Murder Simulator: At the police station, you can listen in on a woman filing a police report about her boyfriend and how she destroyed her own TV because he gamed too much. She goes on to state that she's worried that the controller even resembles a gun to her. The cop taking the statement tells the woman that, unless someone was hurt, no crime was committed, then goes on to snark about it.
  • Non Standard Game Over: In the the player's first encounter with the cleaners at the warehouse, the player has to wait for the cleaner to make his way over to the door on the far side and open it. The cleaner will have to be dealt with via bullets one way or another, but killing him before the door is opened means Max can't proceed to the rest of the warehouse and fails the level — Max's voiceover indicates that In-Universe it was a case of the stress getting to him and becoming too much.
  • Past In The Rearview Mirror: From the second game:
    Max: With no way to deal with the past, I kept my eyes on the road, off the rear view mirror and the roadkill behind me. I chased lesser mysteries, other people's crimes.
  • Police Are Useless: The Cleaner commandos attack the hospital Max is interned in, even though it's swarming with police (including Lt Bravura personally) and security guards. They still proceed to butcher them utterly, because the guards don't dare to shoot first, that and they didn't have the sense to assign SWAT operatives given that said commandos are armed-to-the-teeth with automatic weapons.
  • Pop-Star Composer: Max Payne 2's Recurring Riff and Solemn Ending Theme, "Late Goodbye" was the first release of Alternative Rock band Poets of the Fall, which suddenly became the Breakaway Pop Hit that properly launched their careers in their native Finland, and began their sideline of composing for videogame soundtracks.
  • Recurring Riff: Poets of the Fall's "Late Goodbye," the Theme Song of Max Payne 2: The Fall of Max Payne, is a melancholic country-inspired tune hummed, sung and played on piano by multiple characters in-game before appearing in full as its Solemn Ending Theme. Max even owns the album.
  • Rule of Scary: There's no logical reason why an abandoned funhouse should still have electricity running throughout the entire building to power the attractions - but the funhouse would have been a lot less spooky and memorable if the attractions weren't active.
  • Sarcastic Title: A chapter near the end is titled "Dearest of All My Friends." In it, Max has to protect his long-time enemy Vinnie Gognitti against their common foe Vladimir Lem's men, despite the fact that Max and Vinnie still hate each other. The title is dropped at the end by Vlad who proceeds to try to kill his former ally Max.
  • Schmuck Bait: While in the police station in the second game, you can come across a heater with a big sign on it saying, "DO NOT USE." Use it, and apparently the temperature in the station goes way up; not only do the two people nearby call Max out on it, but other people complain about the heat and think someone turned on the broken heater.
  • Shower of Awkward: When Max finally finds Mona in her secret hideout, she is taking a shower (The player doesn't see more than a Toplessness from the Back shot). She is rather calm about being interrupted, and just casually asks him to pass her a Modesty Towel, before strutting to her room to get dressed. To his credit, Max is obviously awkward does a good job ignoring her being a tease.
    Mona: Now that you are here, you can watch my back while I get dressed.
  • Singing in the Shower: At one point in Max Payne 2, Max comes upon Mona singing "Late Goodbye" in the shower.
    Mona: I'll tell you one thing, Mona, you're no singer.
  • Sniping Mission: When Max is trapped under some collapsed scaffolding, the player must control Mona and give him sniper support. This involves multiple sniping points to take out enemies attempting to gun down Max from various angles he can't reach himself.
  • Solemn Ending Theme: "Late Goodbye" by Poets of the Fall.
  • Stern Chase: "Late Goodbye" has a couple chased endlessly by "the Devil" though its unclear whether its literal or metaphorical.
    The devil grins from ear to ear when he sees the hand he's dealt us
    Points at your flamin' hair, and then we're playin' hide and seek
    I can't breathe easy here, 'less our trail's gone cold behind us
    'Til in the john mirror you stare at yourself grown old and weak
  • Sudden Sequel Heel Syndrome: Vladimir Lem. It wasn't that he was a particularly nice guy to begin with, being a high-ranking member of the local Russian mob as well as more fond of explosives than is strictly healthy, but he was a Worthy Opponent in an Enemy Mine situation. As Max himself puts it:
    Vladimir was one of those old-time bad guys with honor and morals, which made him almost one of the good guys. None of us was a saint.
  • Think of the Children!: The police precinct features a civilian reporting on her husband, whom she's convinced is learning to kill from playing violent video games.
  • Unorthodox Reload: In bullet-time, Max spins around when using his dual pistols.
  • Villain in a White Suit: Vlad wears one in this game, and is a traitorous piece of work.
  • The Voice: Vinnie's boss. You only hear him on Vinnie's answering machine, where he tells Vinnie that he went against his orders to not go to war with Vlad, and he's on his own. He's listed as "Godfather" in the credits.
  • Vomit Indiscretion Shot: In the prologue of Part 2, "A Binary Choice", Max Payne goes through his police station to do various tasks. When he has to meet up with Mona in the holding cells he ends up passing one with a hobo that continuously pukes on the ground to the grave dismay of the cop who has to clean it up each time. The fluid physics and sound of it all makes the player feel at least a little bit of what that cop felt.
  • Wasn't That Fun?: Subverted. After getting rid of dozens of commandos and few Russian mobsters trying to kill Vinnie Gognitti and finally escaping, Vinnie comments "Well, that was fun - in a fuckin' terrible, sick, not-at-all-fun way".
  • Why We Can't Have Nice Things: During the escort mission, if you shoot Vinnie's Captain Baseball-bat Boy collector's items, he will begin protesting your actions, claiming that they would have been worth a lot of money. Unfortunately, he wouldn't be caring for more than a few minutes....
  • Why Won't You Die?: Vlad delivers one to Max in the second game.
    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!

Alternative Title(s): Max Payne 2