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Max Payne 3 is a Third-Person Shooter video game, developed by Rockstar Games and released in 2012. It is the third and final game in the Max Payne series.

Eight years after the end of Max Payne 2, the game finds Max, still unable to get over the death of his wife and child, continuing to drown his sorrows with painkillers and booze in Hoboken, New Jersey. Approached by academy buddy Raul Passos, Max is offered a fresh start as a private security guard for the wealthy Branco family in São Paulo, Brazil. Unfortunately, he hardly gets started when a band of favela Gangbangers try to kidnap patriarch Rodrigo, before successfully capturing and ransoming the employer's young wife, requiring Max to set out to get her back. However, things get complicated fast by paramilitary extremists hostile to both sides, and what's the deal with the infamously Brutal Military Police special forces? As things go From Bad to Worse, Max has to kick his addictions, sober up, and pick up the thread before it's too late for his charge. It was heavily inspired by Man on Fire.

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Max Payne 3 received quite favorable reviews from critics and fans, though it didn't sell quite as well as expected. Early reports indicated it was doing well despite being released on the same day as Diablo III, but it was later indicated that it had underperformed in brick-and-mortar sales. This doesn't account for direct-download purchases on Steam and elsewhere, though, so it can be assumed that the game has been at least a mild success if not the overwhelming one that Rockstar had hoped for.


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Tropes:

  • Action Bomb: Max finds himself on a roof confronted with numerous enemies. Luckily, he has an ace in the hole - a detonator rigged to blow up the support structures of the building itself, which will take the whole thing down. Threatening to activate it, Max holds off the bad guys... for about thirty seconds until he gets pissed and decides to blow up the building despite the fact that he's still on top of it.
  • Addiction-Powered: This applies to Max, where it is revealed that the previous games' mechanic of taking painkillers to heal damage taken in battle has left him with a crippling addiction. Despite Max' substance issues, the mechanic is retained in 3.
  • Air-Vent Passageway: Played with: Max climbs into a large vent that can accommodate him, which then collapses because it's not meant to bear human weight.
    Max: I was trying to work out what direction I was headed in when I discovered some more Brazilian architecture not designed for the American physique.
  • Adrenaline Time: Present as part of the Quick Melee kills. The parts in Over Crank are pauses that require input from the player to continue the attack, while the parts in Under Crank display the effects of the player's input.
  • Alas, Poor Villain: Max feels this way about Serrano. Even after putting Max through hordes of gang members and killing an innocent woman, Max is willing to put it past them and let Serrano live (and let him have his revenge) cause he has "paid enough." Just to clarify, in this case, that means being beaten to a pulp and likely having his organs harvested while still being kept alive to assure a fresh product. Compared to Max's usual punishment of a bullet in the head, he suffered far worse than Vladimir Lem or Nicole Horne did.
  • All Love Is Unrequited: During most of the cutscenes you see him in, Marcelo Branco complains about being in love with a woman who won't return his affections. If you pay attention to some of his actions in said cutscenes you'll find that the woman in question is implied to be Fabiana
    • That would explain why he defies Victor and shows up in the favela with Rodrigo's $3 million, to try and rescue her a second time.
  • All Your Base Are Belong to Us:
    • Inverted in 3, where Max does this to the villains after wiping out the entire UFE battalion at their HQ.
    • Played straight much earlier in the same game when the Fabricas Branco headquarters are destroyed by a Crachá Preto detail and Bachmeyer, though Max manages to slaughter them all anyway, or rather, just all of the Crachá Preto detail.
  • Anti-Frustration Features:
    • Reloading a checkpoint will always reset your health to full, no matter how much damage you took before. Subsequent deaths at the same spot will give you extra painkillers. You'll also get additional ammo, just in case ammo shortages are the problem.
    • During a Last Stand, Max will do more damage, and all means of protection, like bulletproof vests and face shields, will be disabled, meaning it can be an easy way to kill minibosses by entering last stand and shooting through armor. Naturally, some bosses are immune (they'll flinch, but they'll keep gunning for you).
    • Also, for most of the Achievements/Trophies where you have to kill a certain number of people during a scripted Bullet Time sequence, there will be a checkpoint immediately beforehand, allowing you to retry immediately rather than slog through part of the level first. Said sequences will also give you Bottomless Magazines with no need to reload, but rate of fire remains the same so you're SOL if you only have a slow-firing handgun.
    • While in slow-mow (either normally or as a "shootdodge") the screen will flash, quickly but noticeably, every time you've killed an enemy, so you know to move onto the next target or cease firing.
  • Atomic F-Bomb: After Max fails to stop Victor and Becker from escaping at the police station, he yells out an INCREDIBLY angry "GOD DAMMIT!", with surprisingly little Narm.
  • Autobots, Rock Out!: About midway through the final level, in a relatively difficult section with a large gauntlet of enemies, the song "TEARS" kicks in.
  • Awesome, but Impractical: The Grenade Launcher will One-Hit Kill any mook. Multiple, in fact, with its blast radius. But that also makes it suck in close quarters. You can't carry much ammo for it, and its trajectory is so poor that you have to practically aim it skywards to have any hope of hitting your target. Furthermore, the slow projectile speed means you are almost always screwed if you get Last Man Standing'd while using it, because the grenade won't detonate before Max dies.
  • Badass Boast: To Neves.
    Max: Well, your "powerful people" aren't gonna help you out of this one, buddy.
  • Badass Bystander: Brewer, a nutty survivalist of a neighbor in Max's new apartment in Hoboken. He blows the face off a mob assassin to save Max, then detonates a suicide vest in the hallway to "cleanse them in fire" and blows up a good half-dozen mobsters.
  • The Bad Guys Are Cops:the UFE.
  • Beard of Sorrow: Max , after becoming alcoholic, having lost Mona, and being forced to abandon his home to some third-world shithole. It starts as Perma-Stubble in Chapter 1 and gets thicker over the next two chapters.
  • Berserk Button:
    • Max kills a mob boss' son, and has to fight his way out of New Jersey then New York as a result. The reason he did it? The asshole hit a woman brave enough to stand up to him.
    • Later on, that button gets pressed down and taped into place when he discovers the organ harvesting ring. Max has never been this angry, which is saying something.
  • Bilingual Bonus: Given that the third game takes place in Brazil, it's natural that much of the dialogue spoken by enemies and side-characters isn't in English. Max doesn't speak Portuguese, so the subtitles provide no translation.
    • Notable in that there is so much flavor dialogue in Portuguese (and Spanish), that some have argued that this hurts the game more than it helps, as the sheer amount of untranslated dialogue means that players who do not understand it miss out on many subtle details and world-building conversations.
      • Knowing what enemies are shouting can also give you a slight advantage in combat, although most of what they say are threats and profanity.
    • Some Brazilian players noted that Raul's accent & pronunciation seemed "off" for a native Brazilian. Later on its revealed that Raul is actually Colombian, and had been lying to Max as part of Branco's plan to hire him.
    • Also, some of the TV shows and commercials in Portuguese have jokes which, in order to the player understand them, it requires not only to know the language, but a little of Brazilian folklore too.
  • Bling-Bling-BANG!: Golden Gun parts can be collected for use in single-player and multiplayer.
  • Blown Across the Room: For the most part, the death animations realistically show the effects of being shot. At one point in the twelfth level, however, you've got an enemy standing in front of a glass panel. If you kill him with a shot from a handgun, he'll simply slump against the glass, but killing him with a rifle or shotgun will cause him to be flung backwards hard enough to shatter the glass.
  • Body Horror:
    • Remember the old Max from the original with the slightly closed eyes and constipated face? Yeah they put it in as an updated model, look at it in all its realistic glory here
    • Allowing Becker to die of his injuries unlocks the "Bad Day Becker" skin in Deathmatch, which is Becker with the same horrific burns he had after being defeated by Max.
  • Boisterous Weakling: Victor, who, after having their ass handed to them to unbelievable lengths by Max Payne, tries to boast. It doesn't end well:
    Victor: [laughs] You know I'll walk.
    Max: You'll walk. With a LIMP!!
    [Max stomps on Victor's knee, fracturing his shinbone through the skin]
  • Bond Villain Stupidity:
    • Inverted when Max has Becker at his mercy and slowly strangles him rather than just give him a 9mm headache. This gives Victor Branco time to show up. Max does it again immediately by holding off on disarming the newcomer until the first villain is recovered enough to stun him, allowing both villains to escape.
    • Played straight at the end of the third chapter, where Rego has a clear shot on Max and Passos's helicopter with his RPG, but is talked down by Neves, who says they're just there to get the money, not kill Max. If he had allowed him to take the shot, the game would've ended there and the bad guys would've gotten away with everything.
    • At the end of Chapter 12, Neves has Max at his mercy, but chooses to engage in Evil Gloating instead of just putting a round in Max's head, which gives Passos a window of opportunity to intervene.
  • Border Patrol: If you wander too far from your principal during an Escort Mission, a mook will pop up from nowhere and gun him/her down unceremoniously.
  • Bottomless Magazines: Shows up during the boat chase in Chapter 5 and the bus shootout at the end of Chapter 12. The former has your gun overheat if you shoot too much, while the latter gives you an infinite supply of magazines. There's also the Glock 18, which somehow manages to squeeze 33 rounds into a standard 17-round Glock magazine.
  • Bragging Rights Reward: Some unlockable rewards aren't too unreasonable, but the unlimited Bullet Time needs you to get all gold awards in Score Attack, while One-Hit Kill needs you to beat Hardcore, and goodness forbid you want to go for the extra character models...
  • Brains and Brawn: Max and Da Silva. Without Da Silva, Max would have long lost the trail, making his gunfighting skills little use, and as Da Silva notes, without Max to act as an iron fist, he would at best be ineffectual and at worst made an example of.
  • Bread, Eggs, Breaded Eggs: In the final mission, Max needs to turn on the power to get a tram so he can get to his destination. When he does, he quips:
    Max: It worked. The trams were running again. Maybe they'd take me to my gate. Maybe they'd bring more guys wanting to whack me. Maybe both.
  • Brick Joke: One of the Clues that Max can collect is a conversation with an American tourist. In the strip club mission, the tourists admits he's only there because it offers the cheapest women of any place he's gone to, and that all the girls said they were 18 or older. When Max breaks out of his cell in U.F.E. H.Q., he notices the same tourist in another cell, who keeps insisting that the girls told him they were 18.
  • Bullying a Dragon: When the bad guys initially (try to) kidnap Max's principals, they could be excused for not knowing how much of a badass Max was. When they attack his principal's office to kill Max, specifically because he's killed so many of them (or so an interrogated mook claims), you start to wonder why on earth they're Too Dumb to Live enough to be so bent on provoking him.note 
    • Occurs later too, when Victor decides to taunt Max at the end of the game. You think that would be the very last thing someone would do after their private jet was blown out from under them. Oh, does he pay for it.
    • In the flashbacks, the Jersey goons know full well who Max is, yet they still harass the guy even though by all rights he should be well known as a notorious mass murderer to anyone in the vicinity of New York. Max just ignores them until their ringleader hits a woman who was standing up to him, at which point he proceeds to massacre them all.
  • Cain and Abel: Victor Branco's desire to gain control of the family fortune leads him to pull this, on both of his brothers no less.
  • Call-Back:
    • The game takes Max to a decrepit apartment full of gun-toting neighbours, a luxury flat high-rise, a junk yard, a garage, a classy nightclub, a warehouse, a police station with a jail block, an explosive- and bodybag-packed condemned building, a slum, a subway station, and a shipyard. Again.
    • The incredibly rich, powerful, influential, and manipulative villain attempts an airborne escape, but is shot down explosively.
    • In the nightclub level, one of the random bystanders that gets killed happens to be a famous soccer star. In a later level at the local stadium, you find a memorial to him, and you'll find more as you work your way through the favela.
    • Most of the single-player achievements in 3 are named after Max's quotes from the earlier games.
  • Camera Screw: Quite a few times in 3, the camera just refuses to let you see who landed the fatal hit when you get downed. Cue ignoble death from not being able to use Last Man Standing.
  • The Capital of Brazil Is Buenos Aires: Invoked with Passos: he's revealed to be Colombian, not Brazilian, in order to lure Max to Brazil as hired muscle. Max even comments on his phony accent after it seems Passos betrays him.
  • Captain Ersatz: 3's U.F.E. are heavily inspired by the BOPE of Rio de Janeiro.
    • The Comando Sombra were likewise inspired by a real-life São Paulo gang called the PCC, as well as Rio de Janeiro's Comando Vermelho.
    • The Galatians soccer team is apparently this universe's equivalent of Corinthians: not only are the logos similar but the Epistle of the Galatians immediately follows the Epistle of the Corinthians in The Bible.
  • Changed My Mind, Kid: At the end of Chapter 10, Passos flies off with Giovanna without waiting for Max. Two chapters later, Max finds himself at a mercy of Neves, only for Passos to come back and bail him out.
  • Chekhov's Gun: The ransom money lost at the tradeoff comes back later - brought to the kidnappers by Fabiana's brother-in-law.
  • Chekhov's Gunman
    • In the first level, Bachmeyer, Becker, Da Silva and Dr. Fischer show up, well before they're formally introduced.
    • Halfway through the game, Max spares Serrano, the killer of his employer's wife for no apparent reason. He later turns up in the ruined hotel, having suffered a Fate Worse than Death.
  • Clothing Damage: During the last level, Max starts out in a casual business suit getup. By the end of the mission the shirt is basically three tatters of clothing hanging on, and the rest of the outfit is covered in debris and his and others blood.
  • Cold-Blooded Torture: Passos tortures an injured gangster to find the location of some stolen ransom money.
  • Colour-Coded for Your Convenience: Near the end of "The Great American Savior of the Poor", the pillars that Max has to place C4 on are red.note 
  • Continue Your Mission, Dammit!: Hanging around in an area for too long after all enemies have been cleared will result in Max telling the player to keep moving on.
    • Also an implied Timed Mission in the second and end of the twelfth chapters, despite the lack of a countdown timer. Waiting too long to advance to the next area will result in a Game Over.
  • Continuity Nod
    • Max guessing that he'll find the final boss (Victor) at an airstrip. "Rich people love to fly away." In the cemetary flashback, you can find the graves of Max's family, Detective Winterson, Vinnie Gognitti (or what was left of him to bury) and Nicole Horne.
  • Continuity Cavalcade: The "Ain't No Reprievement Gonna Be found Otherwise." mission Everybody's buried in the same cemetery.
  • Cool, but Inefficient: The laser sight attached to some of the weapons actually makes your aim actively worse. It may be realistic to have the laser jumping around when shooting, but still.
  • Coup de Grâce: At the end of the first level, you see some UFE members do this to downed gangbangers, the first sign that something's up with them.
  • Crapsaccharine World: 3 initially takes place in the beautiful, rich areas of Brazil, only for Max to later delve into the corrupt, crime-ridden underworld Hidden in Plain Sight from tourists and the rich.
    Max: Nothing quite like the view of extreme poverty to make a cocktail penthouse party really swing.
  • Crime of Self-Defense: Anthony De Marco wants to kill Max for killing his son Anthony Jr., even though it was Anthony Jr. that started the fight.
  • Cruel and Unusual Death: The Cracha Preto horribly murder Marcelo by necklacing for no real reason, when a gun or knife would have sufficed. Victims of necklacing executions can live for over fifteen minutes after ignition. Giovanna mentions that it's done so that UFE has an excuse to raid the area.
  • Cutscene Boss: There's Neves (the leader of Crachá Preto) who holds Max at gunpoint and then gets shot by Passos, his Dragon Milo Regos who is defeated by Press X to Not Die and Victor Branco who you don't fight in person, merely blow up his plane.
  • Cutscene Incompetence: The third game has many situations that look like they're set up so the player can get the drop on the enemy, only for Max to bump into something or walk out in the open before the player regains control.
    • One of the early occasions in the third game has Max lampshading his "natural grace and finesse". Given the sheer amount of times he gives himself away as well as his in-game tendency to dive into furniture, walls, and fixtures, it would seem to indicate that he is indeed something of an oaf.
    • It seems that the third game's mechanics (possibly purposefully) deny any sort of stealthy or strategical approach—the enemies will home in on you the second you move or even come within a dozen feet of anyone, walls, barricades or cover be damned.
  • Cutting Off the Branches: Max Payne 2 has two endings: the first one in which Mona Sax is fatally shot by Vladimir Lem and dies in Max's arms after he fails to save her, and the other one that can be obtained in "Dead on Arrival" mode, in which she survives being shot. Sadly, however, the former one turns out to be canon and carries over to Max Payne 3, in which Max still feels grieved at the loss of Mona, who had been killed nine years ago; and he has since been dismissed from the NYPD trying to nurse his alcoholism and addiction to painkillers.
  • Cycle of Hurting:
    • Possible if you get sent into Last Man Standing in a bad position with multiple enemies covering Max, you could kill one guy and exit LMS only to have the others send you back. Repeat until you run out of painkillers.
    • Definitely happens against the Elite Mook with the LMG in Chapter 6. If you can't figure out how to beat him, it's very likely if you get shot you'll get thrown into LMS. Shooting back only makes him briefly drop to his knee and if you get tagged in the open, you'll probably get shot up again before getting behind cover.
  • Damn You, Muscle Memory!: Despite the third game's more closely resembling Gears of War-style cover shooters, there is such a very tiny amount of Regenerating Health - about enough to survive a glancing bullet or two, and only if you already have taken so much damage that a mosquito bite would kill you (completely red health bar) - that you cannot afford to play it like Gears.
    • Also, those used to the common control scheme of other recent Rockstar Games titles may find themselves accidentally going into shootdodge when trying to take cover.
    • An in-series example as well; on the PC, the first two games activated bullet time and shoot-dodge with the right mouse button. Now all that does is aim from cover, and those are done with separate keyboard keys.
  • Darker and Edgier: Gone from this entry are the fantastical criminal conspiracies, instead being replaced by a more realistic, horrifying organ theft scheme/political scandal. The violence has also gotten worse with enemies having gory exit and entry wounds when shot, a scene where a bunch of mooks are turned into paste from a firebomb, a guy getting necklaced (getting immolated while trapped in tires), a man getting horrifically disfigured by a grenade being blown up in his face, and the Big Bad suffering a compound fracture in his leg courtesy of Max himself. Speaking of Max, holy shit does this guy need a hug; the poor man is a shadow of his former self, becoming an alcoholic and pill addict, he's more bitter and cynical than ever, and he repeatedly fails to rescue the people he cares about, only being able to extract revenge on the people who hurt them.
  • Death Is a Slap on the Wrist: Notably inverted in 3; now that saving is automatic (thus ruling out Save Scumming as an option) in order to prevent the game from becoming unwinnable, dying repeatedly will grant the player a few clips of ammo and/or more painkillers.
  • Decon-Recon Switch: 3, in its entirety, is a deconstruction of Max himself. In 1 and 2, Max was a hardened, cool-as-ice badass, whose family's death drove to become a Berserker, Bullet Time-using Badass who wades into battles with little more than a few guns and painkillers, yet somehow manages to survive. 3, however, makes Max's constant suffering more than a plot point, makes him fat and old, and moves him into a setting where his gung-ho "shoot first ask questions later" attitude gets him into even further trouble. Max feels legitimate grief for killing all the people across the games, and several of the issues he comes across, (mainly the deaths of Marcello, Fabiana and the mobster boss's son) could have been avoided entirely if Max had simply stopped and calmed down. Likewise, his copious use of painkillers, due to them being the health packs, left him addicted to them. The whole of 3 basically takes Max and shows the audience that being Max would fucking suck. However, towards the end of 3, the story begins to show that despite Max's attitude and choices getting others killed, he can actually work for the betterment of others by exposing the organ harvesting ring and that all the people he kills are pretty shitty people, and were killed in self-defense. Max also gets over his self-pity and realizes that despite all the shit he has gone through, he can still move on and live with his life.
  • Defector from Decadence: Villainous example, where supplementary material reveals that paramilitary leader Neves used to be a cop but quit because he wasn't making a difference against the criminals.
  • Department of Redundancy Department: In the third game Max makes a comment when he picks up painkillers, it gets grating when he laments on his obsession at least 10 times in slightly different wording* Detective Mole: Detective Winterson in the second game.
  • Double Tap: Max does this to Becker if the player chooses to Mercy Kill him.
  • Do with Him as You Will: When Max is confronting Arthur Fischer, the surgeon who works for the organ thieves, the meeting is interrupted by a visibly disturbed and angry Serrano, who has been imprisoned along with the other unfortunate organ-theft victims. Him and Max exchanges stares, and after a moment of consideration, the latter lowers his gun and gives a knowing nod to his former enemy, allowing him to kill the doctor with a scalpel.
  • Driven to Suicide: Victor Branco hangs himself when he gets incarcerated in the epilogue. At least, it appears that way; it is implied it also could've been a faked suicide as retribution, or to silence him. Having friends in high places is a double-edged sword...
  • Elite Mooks: Elite U.F.E. tactical troops are equipped with full body armor and military-grade weaponry; they can take multiple shots to bring down (what would be fatal damage to a gangbanger only knocks them down for a couple seconds), and wear ballistic helmets that can deflect one or two headshots.
    • Gas Mask Mooks: Some of the U.F.E. elite soldiers wear gas masks and use laser sights on their guns. Justified as these guys usually try to use tear gas against you.
  • Evil Versus Evil: Max finds himself caught between favela gangbangers, paramilitary thugs and indiscriminately Brutal Police, none of whom have any love for each other. Or do they?
  • Facial Composite Failure: Max sees a newscast that reports that he is wanted for questioning as the unidentified man that has been seen leaving Rodrigo Branco's blown-up company headquarters, the report also shows a facial composite that looks almost nothing like Max in-universe, but fans of the series will recognize it as the constantly constipated Max Payne from the first game that was based on Sam Lake's face.
    Max: Oh, Jesus... Look at that!
  • Fake Difficulty:
    • The game has a habit of dropping you out of cutscenes with a few dozen mooks shooting at you at once and overriding whatever you have equipped with a single handgun. Some times, it'll even take away your painkillers during a mid-level cutscene for no good reason.
    • Mooks are completely fearless, to the point where they will never retreat when shot and never take cover while being targeted by blindfire. This means it's impossible to force them to duck before trying to get a bead on their position, like every other cover based shooter in existence.
    • There are no grenades available for Max to use in the single player campaign aside from the Grenade Launcher. This is really dumbfounding because mooks use them all the time and they're a major component of online multiplayer.
    • In the right circumstances, enemies can instantly kill Max with a headshot. Not even Last Chance will save Max if this happens.
  • Fake Longevity: The vast majority of the game's cutscenes are unskippable, with many occurring quickly in succession after brief stretches of gameplay.
  • Fake Nationality: In-universe: Raul Passos is actually Colombian, whereas Max believes him to be Brazilian - which was a ploy to get him hired for Branco.
  • False Flag Operation: The Cracha Preto use gang-style executions in order to create the impression that the Gang Banger problem is worse than it actually is, and thus encourage people to hire their services.
  • Family-Values Villain: Victor Branco is running on a right-wing law and order ticket, but is actually heading both an organ theft ring, and pitting paramilitary groups against each other to frighten people into voting for him. He also had his brothers murdered to gain access to the family fortune
  • Fashion-Victim Villain: Hero, really, but intentionally invoked with Max, probably in order to show how much his alcoholism has affected him (though well within realistic bounds). He's seen wearing an extremely wrinkled gray suit on two different occasions, the second time after it's already been soaked through with sweat and probably blood. After his sobering up, he dresses in a pretty goofy Hawaiian shirt/cargo pants getup before finally putting a little effort into his clothing choice (a simple black suit, white shirt, and tie) near the end of the game. In the two flashbacks (Chapters IV and VIII), Max is dressed as he was in the second game, right down to that horrific necktie.
  • Fatal Family Photo: Subverted by Anders Detling. Max stops him from showing him a picture of his wife and kids after finding him in a nightclub restroom during a kidnapping, and he makes several more appearances all the way till the end of the game completely unharmed.
  • Foreshadowing:
    • On the second level, Giovanna mentions that during her charity work she has noticed people have been going missing and more bodies have turned up. This hints where the the organs are coming from
    • One of the TVs you can watch mentions an attack on a boat in the Panama Canal. Towards the end of the game, one of the levels takes place during the attack and you get to learn why the boat was attacked in the first place.
    • From the Panama level itself, Max makes a comment in the opening cutscene that he should really quit drinking so much, stating that he'll ruin his liver if he doesn't. Passos says that if that happens, he could "always get a new one." The next level has Max discovering the organ harvesting ring.
      • Also from Panama, Daphne Bernstein mentions that Marcelo is going to be the death of her.
      • A minor one, but when Max is trying to let air into the engine room on Daphne's yacht, he says he didn't care if he got shot the second he got out of there. Guess who's waiting for him outside. Yeah, two pirates with guns.
    • In the aftermath of the failed kidnapping that kicks off the third game, when UFE arrives, you can see police officers executing wounded gang members, instead of arresting them or calling for paramedics, signifying their brutality and disregard for life. This is exactly why they go after Max halfway through the game, and foreshadows them being part of the conspiracy.
    • The plastic surgeon at the party during the first level is the doctor who is harvesting the organs on behalf of the UFE and Victor.
    • Also from the first level, the American tourist is a retired policeman from Bismark, North Dakota - which is Ludendorf, North Yankton in Creator/Rockstar world, where Grand Theft Auto V starts.
  • Final Death Mode: Drop the ball in "New York Minute Hardcore" mode and you're going back to the start of the whole game.
  • Firing One-Handed: Zigzagged. Max normally fires handguns with both hands, but if you have a two-handed weapon in your inventory, he'll fire with one hand while holding the other weapon with the other hand.
  • Forgot About His Powers:
    • When Max finally tracks down Fabiana as wells as Marcello, both held hostage by multiple gangsters, as he knew they would be throughout his entire investigation. He has the element of surprise, is heavily armed, and he's...well, Max Payne, a dynamite gun fighter who makes Time Itself his bitch when he has to. He walks directly into the room, gets disarmed, captured, and his failure gets both of the siblings murdered in front of him.
    • Also there is a portion where you have to take a sniper rifle and guard Passos as he runs from paramilitary thugs. Somehow, Passos forgets that he's a perfectly capable gunman and doesn't bother picking up any of the guns the dead goons drop.
  • For the Evulz: After UFE is called in after Fabiana's murder, Max witnesses them tear up an entire neighborhood - initially, just the Comando Sombra, and then anyone they see, civilians and Max included. Max even lampshades this.
  • Friend or Foe: The "Paranoia" burst is meant to invoke this on the enemy team. To set the base, friendly fire is off by default in most multiplayer modes. Level 1 Paranoia causes the enemy team to see everyone, friend or foe, as an enemy (including red player names and red reticule when aiming at them), causing them to either hesitate when aiming (as they take a few seconds to verify the target's allegiance), or waste ammo on friendlies and cause them to reveal themselves to the other team. Higher levels of this burst outright turns on friendly fire for the other team, meaning bad calls can lead to unintentional blue-on-blue incidents. All effects of this burst, however, are countered by someone carrying the "ID Tags" equipment.
  • From Bad to Worse: Max is living with the harrowing agony of having an unlimited bank account in a dream job most of us would kill for. He treats this with the amount of angst you'd expect. Then of course things get worse.
  • Gameplay and Story Integration: In a rare case in gaming, Max averts No Cutscene Inventory Inertia by hauling the guns you bring into a cutscene. This is most noticeable if you're carrying a two-handed weapon, where his cutscene animations actually accommodate for this by keeping it in the off-hand, unless a situation either forces his weapons from his hands or he swaps to a different weapon for a set piece.
  • Gameplay and Story Segregation:
    • Max is shot by a sniper in the arm pretty early on and shows realistic reactions to it like numbness and shock, but any other time in the game he gets shot it's like getting hit by a BB gun as it only leaves blood spots, which leads to hilarious moments in otherwise dramatic situations when Max comes in looking like he just came from a paintball fight.
    • You find golden gun parts in the strangest places.
    • Probably one of the more infamous examples. During the favela missions, Max barges straight into a hostage situation and gets the Distressed Damsel killed, having conveniently forgotten having a Bullet Time ability the has use for cutscene to gameplay transitions.
    • A major criticism was that Max's alcoholism is effectively an Informed Flaw as far as gameplay goes: it never impacts upon his ability to aim or run.
  • Gangbangers: The plot is kicked off by favela thugs trying to kidnap Max's principal. They come back for seconds and Max keeps clashing with them, though they eventually get superseded by better-equipped foes.
  • Genre Shift: The first two games were heavily inspired by the works of John Woo and other Hong Kong action filmmakers. The third game is based more on Hollywood action movies like Die Hard.
  • A Glass in the Hand: Max does it rather indifferently to show just how much of a mess his life and body are in.
  • Gold Digger: Max's opinion of Fabiana. It's also her husband's opinion.
    Rodrigo: She does not love me for my body.
  • Gory Discretion Shot: When Serrano kills Dr. Fischer, the camera cuts away just before he stabs the doctor with a scalpel.
  • Guide Dang It!: At one point, you must shove a file cabinet over to escape a burning building. Trouble is, you have to have Bullet Time engaged when the prompt comes up for it to work-otherwise, Max will simply heave futilely against the cabinet.
  • A Handful for an Eye: Done by Max.
  • Happy Ending Override: At the end of the second game, it seemed like Max was in a better place psychologically, having finally come to terms with his family's death. When the third game opens, Max has fallen into alcoholism and is filled with more guilt and self-loathing than ever.
  • He Knows Too Much: Da Silva knows this will happen to him if he digs too deep, so he points the much more combat-competent Max in the right direction instead.
  • Heavily Armored Mook: Max fights about 3 or 4 of these at various points throughout the game (at the office building, the derelict hotel and the police station). They're armed with light machine guns and can survive almost Juggernaut-levels of damage before going down if you don't get headshots. To a lesser extent there are also U.F.E. Elite Mooks equipped with full tactical body armor; they can take multiple bullets to bring down and their helmets can even deflect poorly aimed headshots.
  • He Who Fights Monsters: By the end of the game, Max seems to seek and find fulfillment in [constructive] violence, rather than being guilt-ridden and brooding over his body-count. Surprisingly, this is a positive development, since life has forced Max Payne to return to his kill-racking ways over and over again. Given that he can do so constructively (e.g., by taking down government conspiracies), being able to feel proud of (or even just being able to accept) what he has accomplished, violently or not, is one of his healthier responses.
    • Max basically invited The Call in by the third game, as he shoots the Jersey Shore wannabe gangster who happens to be the son of a crime boss, and he makes it his mission in the third to get Fabiana back.
  • Hellhole Prison: The UFE prison is one, if the widespread abuse of prisoners is any indication. There's also a quick glimpse of a prisoner who hanged himself/was hanged in his cell that no one seems to care to take down.
    • Before that, we have the Imperial Palace Hotel, a dilapidated building that was once a luxury resort, but sometime after it was abandoned and condemned was used by the Cracha Preto to hold favela residents, criminal or not, rounded up, and sold to them, by the UFE. The captives are then kept alive long enough so that a surgeon can cut their organs out to be sold on the black market.
  • Hired Guns: The Crachá Preto.
  • Hollywood Silencer: Zig-zagged when Max duct tapes a water bottle to his pistol as an improvised silencer. While it's superior to any real life improvised silencer, it only lasts for a few shots before totally deteriorating (albeit three or four more shots than a real life one could take) and becomes useless after.
  • Hoist by His Own Petard: You get several chances to shoot grenades or rockets out of the air, killing the original user in the process.
  • How We Got Here: The game opens with Max arriving in Brazil, before jumping forward to Max's final-act revelation as he stands over a severely burned Becker; the late-plot-Max then has a flashback to the early days of protecting the Branco family, and later has flashbacks-within-flashbacks involving him being chased out of New Jersey and a shady job he did in Panama.
  • Idiot Ball:
    • In Max Payne 3, Max is apparently so drunk during the Panama mission that he completely overlooks how suspicious Passos is acting, and only starts realizing how amoral the entire thing is in hindsight, when he's sober and talking about it two months later with Da Silva. It's possible he reacted to finding the ship's passengers' bodies by crawling even further into a bottle and has been trying not to think about it at all.
    • Also when Max sees Fabiana and Marcelo being held at gunpoint by Serrano and his cronies, he carelessly busts through the door, turns his gun on Serrano, yells at everyone to drop their weapons despite the fact that he's outnumbered at least 12 to 1 and he almost immediately gets disarmed and Fabiana shot as a result. Maybe he couldn't see some of the mooks who were out of view from the window, but it would still have made more sense for Max to shoot Serrano and the mooks he could see from outside first. Then maybe he could've saved her.
    • Giovanna herself is not the brightest bulb in the box. When you free her from the gang and have to shoot your way out with her in tow, she repeatedly does dumb things like running out of cover while snipers are targeting her, or inside a new room before Max can get there and make sure it's mook-free. In her defense, she's not at all used to being shot at and was probably going haywire from the adrenaline.
    • Max notes how stupid he's being throughout the game. In the final level, he even points out exactly how stupid his plan was and how a perfectly sensible one was available. The implication seems to be that Max has something of a death wish and/or is an adrenaline junkie and/or his substance abuse is really screwing him up.
    • Some of Max's dialogue hints at a desire for some much needed catharsis for which he requires a (not unjustified) bloodbath. This would account for his "path of most resistance" mindset in the latter half of the game.
    • During the third game Max gets jumped and stripped of all his guns in no less than three ocasions because he goes into a room in what can only be described as a war zone and lets his guard down without even bothering to check whether said room is even empty, much less secure. This, of course, is all done during cutscenes, where control is wrested away from the player.
  • Idle Rich: Max's opinion of the entirety of the Branco family. He's right about Fabianna, but Marcello takes the entire cake.
  • Ignored Epiphany:
    • Max ignores the moment of clarity he had at the end of 2. It's bitterly lampshaded up and down the game.
    • Max also promptly forgets his drug-induced realizations that he is in a graphic novel and a computer game as soon as he sobers up.
  • Important Haircut: Max shaves his head after failing to prevent a kidnapping and murder, as part of his attempts to sober up. Interestingly, he elects to shave his head of hair off, but not his Beard of Sorrow. Possibly as a reminder of his screwups, to motivate himself to kick his alcohol habit completely, or maybe just because he didn't have a lot of time on his hands.
  • Improperly Placed Firearms: UFE uses the M1911 as their side-arm. Real-life Brazilian police, especially the special forces on which UFE is based, use the PT92. Especially baffling since the PT92 is in the game, but is only used by the Commando Sombra.
  • Incredibly Durable Enemies: Even the weakest of goons can take massive amounts of punishment before dying, falling down multiple times before finally snuffing it. What's more, unlike Red Dead Redemption (the game this engine was cribbed from) they don't exhibit consistent injuries such as ruined arms or legs, and generally soldier on as if unharmed after two 9mm rounds to the knee caps.
  • Ink-Suit Actor: Max is modeled after James McCaffrey, who has been the voice actor for Max across the series. In fact, most of the major characters in 3 are modeled after their voice actors.
  • Instant Death Bullet: A few scripted sequences have enemies die in one shot, regardless of where you hit them. This also happens in Last Man Standing, unless they're wearing armor.
  • Interface Screw: The game has constant flashes of color and blurryness to emphasize that Max is completely wasted most of the time. When he cleans himself up, they tone down somewhat, but there is still a reaction when he downs a bottle of pills.
  • Irony: You get the chance to visit the New York cementery, where Max' family (from 1), Detective Winterson (from 2), Nicole Horne (from 1) and Vinnie Gognitti (from 1 and 2) are buried. They all have... very suggestive epigraphs about their lives and deaths:
    • Winterson: Death Has Many Faces. Winterson had been two-faced to Max and got killed for it.
    • Horne: An Angel Who Fell From The Sky. Horne was not only a fallen member of the Inner Circle, but also a mythological stand-in for Lucipher, who too fell from heaven as an angel. Appropriately enough, she also slammed back onto Earth in her helicopter in the first game's ending.
    • Gognitti: His Flame Burned Brightly To The End. The very aspiring Gognitti ended up dying a very fiery death.
  • I Surrender, Suckers: Chapter 13 has Max turning himself in to UFE to get to Becker.
  • Karma Houdini: Victor taunts Max at the end of the game claiming he'll be this. It doesn't turn out that way.
  • Karmic Death: The doctor doing the organ harvesting is killed when one of the people he was going to harvest kills him with a scalpel.
  • Kick Them While They Are Down: Enemies will attack Max while he's sprawled on the ground. You can return the favour on downed enemies and have no reason not to.
  • Last Stand: What Max will try to do if he has extra painkillers, and takes a shot that maxes out his pain meter. Slow-motion automatically activates as Max falls down. Kill the enemy who maxed out the pain mater, and the painkillers will be used to keep Max alive. Fail, and he dies.
  • Leaning on the Fourth Wall:
    • When Raul asks Max to push the button of an elevator. As Max does so, he replies "What am I, the button pusher?" and Raul says "Yeah, you're so good at it. Good job.", also making fun of how tasks like these are often left to the player and rarely performed by NPCs. Lampshaded in one of the final levels in the third game, after Max pushes yet another button.
      Max: I was getting good at this.
    • During the first flashback level in New Jersey (one of only two times the player returns to the New York and mobster-filled scenes of the first two games), one of the random lines for Raul if you take too long to move forward says "Look, I know you're enjoying this nostalgia trip, but we gotta go."
    • When you interact with the piano in the abandoned hotel with the organ theft operation, Max finishes playing the series' theme, then says it's the soundtrack to his life.
  • Limited Loadout: Unlike the previous games, you can only carry two handguns and one long gun. Max has holsters for the handguns but not the long guns, so if you want to dual-wield you have to drop the long gun.
  • Match Cut: Utilized many times.
  • Meet the New Boss: Supplementary materials state that the Cracha Preto liberate favelas from the Gangbangers oppressing the people and then go right on oppressing.
  • Mêlée à Trois: Happens twice: First in chapter 3, where Max and Raul's meeting with the Comando Sombra is rudely interrupted by the Cracha Preto, and second in chapter 9 where the UFE stick their heads into the same.
  • Mercy Kill: You have the option to give one to Becker but he dies on his own if you refuse, which also nets you an achievement and unlocks his burnt, half-dead corpse as a playable character in multiplayer Deathmatch.
  • Mighty Whitey: A Smug Snake military leader accuses Max of trying to be this in a confrontation towards the end. It rings pretty hollow considering that he and his men have been pretty much re-enacting the Holocaust with the city's poor and criminal element by kidnapping them and harvesting their organs.
    • Interestingly, Payne agrees with him in a show of defiance, though as he's up-shit-creek and has a personal stake in things, he doesn't meet the spirit of the trope at all.
    • It's also subverted by the fact Max is completely inept in certain areas and requires help from locals. And it's a local cop whom Max is working on behalf of.
  • The Mob Boss Is Scarier: There's an amusing scene when Max, still clueless as to how law enforcement works down south, suggests they just arrest the corrupt politician dealing dope and selling organs. Gee, why didn't the DEA think of that?
    Max: So, you're gonna bring him down?
    Da Silva [chuckles] Yes, because I want to lose my wife, and my children, and then get killed myself, all that after watching him walk free.
  • Money Is Not Power: When Max reaches the innermost part of the Imperial Palace Hotel, he discovers Dr. Fisher, who frantically attempts to excuse his part in the crime of stealing organs from the kidnapped urban poor en mass by claiming that this heinous act is going to going to save lives. Having absolutely none of this, Max points a gun at him, which causes Fisher to attempt to bribe Max with an armful of money. Max just lets the money drop on the floor, and lets Serrano, who prior to that point had been antagonizing Max, kill Fisher for harvesting the organs of his friends and neighbors.
  • Motive Decay: Supplementary materials reveal that the Crachá Preto paramilitary Hired Guns started out as law enforcement types going Vigilante Man in order to eliminate the crooks that the law couldn't or wouldn't touch. Then they lost their way.
  • Mr. Exposition: Da Silva. He literally shows up every two hours of gameplay to explain the storyline and what to do next.
  • Mugging the Monster: Max gets a gun waved in his face by the punk son of a mob boss, who gets killed shortly after. He later lets himself be robbed by a bunch of favela gangbangers to avoid the attention a gunfight might bring. When they cross paths some time later, he doesn't let them try a repeat performance.
  • Mythology Gag:
    • When continuing from a checkpoint, the loading screens are in the style of the graphic novel panels from the previous games.
    • Quitting to the main menu during the first New Jersey flashback level changes the background to a recreation of the menu art from the first game.
    • The police sketch of Max shown during the news broadcast of Rodrigo's death is of his appearance in the first game, complete with the constipated squint and slightly raised eyebrow.
  • Nerf: Shootdodging has become much less useful than it was in the first two games; one use now completely drains your entire bullet-time meter, and the game being rebalanced to focus around the new cover and blindfire systems now means that relying on shootdodging to clear a room is a pretty good way to get riddled with bullets.
  • Never Suicide: In the epilogue, Victor is found dead in his cell while awaiting trial. The authorities rule it a suicide, but it's heavily implied that he was killed as retribution for his many crimes.
  • Nice Job Breaking It, Hero: Max's employer, Rodrigo is attacked in his work building. You spend the first half of the level trying to activate the building's security. However, once you do so, you find out that this was exactly what an assassin needs to slip in, kill Rodrigo and plant a bomb that kills almost everyone in the building.
  • No-Gear Level: When Max is robbed of his weapons, he has to make his way to a brothel without grabbing attention. Yeah, a bald white guy with everything short of a gigantic "Gringo" sign floating over his head won't attract attention.
  • Non-Action Big Bad: Victor Branco. The one time he tries to pull a gun on Max, he gets disarmed quickly and only The Dragon saves him. The "boss fight" with him is just blowing out his private jet from under him.
  • No Range Like Point-Blank Range: Done after the end of a Pistol-Whipping combo.
  • Non Standard Game Over: If the player takes too long to move in certain chapters it sometimes will result in a cutscene in which Raul or the current V.I.P. is killed. Chapter XII features a segment that, if you take too long to kill all the enemies, results in a cutscene of the building going down due to the explosives.
  • Noodle Incident:
    • Passos and Max sometimes mention "Panama". Turns out it's a playable mission and part of the plot.
    • They also mention working a wedding in Aruba.
    • The Jersey levels count too, as they are mentioned in passing as having caused Max to move with Passos to the protection job, until it's visited later in the game.
  • "Not So Different" Remark: Pulled on Max by himself in usual Self Deprecationing style where he considers how the Cracha Preto are gunmen on a payroll and wonders if that's all he is.
  • Only a Flesh Wound: The shot Max takes in the soccer stadium. It goes through his shoulder and severely hampers him...at first. When Passos gives him some painkillers and patches him up, he shows no signs of incapacitation at all. However, what truly makes it this trope is he was shot with a .50BMG anti-materiel round, meaning he survived (wholly intact and with full use of the injured part of his body) being shot by a weapon that would otherwise disable a vehicle and should have turned his shoulder into ground beef.
  • Organ Theft: This turns out to be the main reason why Rodrigo, the UFE, and the Cracha Preto are working together - they kidnap, kill, or shoot up civilians and gangsters, take them to an abandoned hotel, and take their organs for sale on the black market - and these organs are worth quite a lot.
  • Optional Stealth: The third chapter has several rooms where you can either directly engage the enemy, or wait in hiding until they leave.
  • Press X to Die: Max Payne 3 is pretty good about using invisible walls to prevent you from falling off places to their death. The game won't stop you Shootdodging off them, though.
  • Press X to Not Die: 3 has several instances. In one, Max must disarm and kill a machete-wielding Crachá Preto gangster. Failure to do will result in said machete to the neck, or a bullet to the stomach.
  • Pretty in Mink: In a flashbacke, Max is in a bar late at night, and one of the few other patrons (until the Don's son and his pals show up) is a lady in a fur jacket.
  • Pretty Little Headshots: Averted: shooting an enemy in the head results in a very gruesome wound and a spray of blood. The only wrinkle is that the wound is the same size regardless of whether you're using a 9MM pistol or a .50 BMG sniper rifle.
  • Plot-Powered Stamina: Taken to extremes when a half burnt and injured Max kicks an entire commando team's ass, but to be fair, it's Max Payne. The pain pills probably help.
  • Police Are Useless: In the third level, major firefights break out between the Max-Passos duo and an outlawed paramilitary group at a major stadium, yet there's no sign of police response. Turns out there's a sinister reason for that.
  • Put Their Heads Together: Max does this to two UFE officers in Chapter 13 after pulling an I Surrender, Suckers.
  • Puzzle Boss: True to form for the series. Bechmeyer has to be flushed out of cover by dropping debris from the ceiling on him before he can be shot, at which point he's no tougher than any other Elite Mook, and Final Boss Becker is basically a Flunky Boss who hides behind an impenetrable shield while you kill his goons and shoot his grenades out of the air until a cutscene triggers.
  • Real Is Brown: An aversion. The present-day missions occur in lush São Paulo, while the flashbacks take place in icy New Jersey.
  • Reality Has No Subtitles: Max Payne 3 plays around with this. Max doesn't speak Portuguese, so for most of the game you have no idea what the people around you are saying. Occasionally though, he will catch a cognate, such as amadores (amateurs), and react to it.
  • Restrained Revenge: At the end of the game, Max has Victor at his mercy. He is talked out of pulling the trigger by Da Silva, but not before stomping on Victor's leg hard enough to make the bone actually break his skin.
  • Revolvers Are Just Better: The game has revolvers in .38 Special and .357 Magnum varieties. Both pack a serious punch.
  • Riding into the Sunset: The game ends with Max walking off into the sunset on a beach in Bahia, Brazil.
  • Right-Wing Militia Fanatic: The Crachá Preto are a bunch of ex-cops and ex-military who carry out indiscriminate extrajudicial murder on the citizens of São Paulo, cutting deals with the corrupt police force and working in the interests of wealthy businessmen and politicians.
  • Say My Name: When Max thinks he has finally cornered Becker.
    Max: Bec-KER!!!
  • Scenery Porn: Max Payne 3 takes this Up to Eleven; in order to give the player a chance to take in the game's beautiful environments without being riddled with bullets, the creators included the option of hiding the pause menu.
  • Scenery Gorn: Several rundown places that appear in the game are very detailed and have a good overall atmosphere, the favela present in chapters VII and IX is the most notable example.
  • Screw the Rules, I Have Connections!: The paramilitary leader says that he knows a lot of powerful people. Max tells him that they won't be able to help him now.
  • Sequel Goes Foreign: Max has up and left North America due to the second game burning quite a lot of bridges; save for Max, only a handful of characters survived the second game,note  hence the necessity for a full change in scenery.
  • Shaped Like Itself: The Unidade de Forças Especiais are a special forces unit of military police. The name translates from Portuguese as "Special Forces Unit".
  • Show Within a Show: The game features several television sets as per the rest of the series, with most of them in Portuguese save the news broadcasts.
  • Shown Their Work:
    • Rockstar's portrayal of São Paulo is praiseworthy for the level of authenticity and work put into it. Rockstar went as far as bringing 3D scanning equipment to the city to ensure that buildings and citizens would be accurately modeled.
    • Max carries a G36 assault rifle variant by the carrying handle. Despite the name and appearance, that's not what that part of the gun is used for. It is, however, a common mistake made by people unfamiliar with such weapons, such as former New York cops with drinking problems.
    • Max's iconic Beretta 92F pistols are replaced with the near-identical PT92, a Brazilian copy made by Taurus and used by the police and military, which one would be far more likely to find in São Paulo.
  • Soft Glass: Played to a ridiculous extreme so that if Max has shot a pane of glass in any spot, you'll be able to fling him through it with no problem whatsoever.
  • Soft Reboot: The game has a completely different setting than the first two, with Max himself being the only character carrying over. Story-wise, the game feels less like a Film Noir and more like a summer blockbuster, and the gameplay is slower and more tactical than the run-and-gun style of the first two games.
  • Soft Water: Max drops about thrice his height into a tiny patch of water that doesn't fully cover him even when lying horizontal. Zig-zagged in that when he gets out, he is admittedly heavily injured and implied to have broken several bones, but if he had actually fallen like that in reality, he wouldn't even have been able to move.
  • Solemn Ending Theme: Tears by Health.
  • Spanner in the Works: Da Silva, without whom Max would never have known how to go after the villains, and thus they would have gotten away with it all.
  • Spoiler Opening: The How We Got Here starter for Max Payne 3 lets the observant know that U.F.E are in league with the bad guys.
  • Sprint Meter: The ability to sprint is added in this game.
  • Surprisingly Realistic Outcome:
    • The favela Gangbangers can threaten Max because of their numbers and Max's Cutscene Incompetence. They are still an untrained rabble, however, and are utterly dominated by trained, better-equipped paramilitaries or military police special forces.
    • Max's cutscene incompetence moments are mostly due to him being a depressed, drugged and drunk individual just going through the motions waiting for someone to put him out of his misery. He's even worse when he goes cold turkey because he is in the middle of severe withdrawal and still in kind of in a death-seeking mood, which leads to Fabiana's death. It's only after he gets enough time to recover and becomes too angry to stop not caring about the villains' plan anymore that he shapes up.
    • Max spent the majority of the first two games popping painkillers like candy to heal himself. Come the third game, and he's addicted.
    • Da Silva is one of the few honest cops in San Palo and is aware of Victor Branco and the UFE's crimes; he wants to stop them but does he do it all by himself? Fuck, no! Victor is rich, has all the right connections, and has a literal fucking army at his fingertips to deal with anyone who messes up his plans, so that's why Da Silva gets Max to get evidence against the UFE and Branco and kill anyone who tries to stop him, because Max can do the things he can't since he's a badass One-Man Army with nothing to lose, while Da Silva has his career, his life, and his family's lives to worry about. He's not a coward for getting Max to do the hard shit, he's just being pragmatic.
    • Controlling Max in this game is a much more tactile experience than in the first two thanks to the Euphoria animation engine - reality ensues on you just about every time you find yourself forced out of bullet time when an ill-aimed shoot dodge has you collapsing over an inconveniently-placed couch or waist-high wall, or slamming into a wall, struggling to stand up while taking potshots at enemies.
    • Instead of being able to have around 10-12 different weapons on his person at a time like in the first two games, this game has a more limited and realistic weapons layout. Max can only hold three different weapons at a time, two sidearms (pistols, revolvers, machine pistols/small SMGs, and sawed off shotguns) and one longarm weapon (assualt rifles, sniper rifles, shotguns, SMGs, and grenade launchers); Max has dual shoulder holsters in each level to hold his sidearms while using a longarm weapon, but if he switches to one of his sidearms, he has to hold the longarm weapon in his free hand and drop the bigger weapon if the player wishes to go Guns Akimbo.
  • Suspiciously Similar Substitute: Nicole Horne and Victor Branco are surprisingly similar Big Bads. Both high ranking corporate big shots secretly behind the events of the events of their respective stories, employing a private army to do their dirty work under cover of legitimacy, and both embroiled in schemes that exploit the poor and desperate.
  • Sticks to the Back: Averted; Max has to hold whatever longarm he has in his free hand when he's not using it and drop if he duel wields his sidearms.
  • Take Cover!: Max Payne 3 introduces a cover system.
  • Take That!: Max comments on the tactics of the U.F.E by saying they "made the NYPD look like the Hare Krishnas".
  • Take Your Time: 3 usually plays this straight, but in chapters 2 and 12, screwing around too long gets you game overs as the kidnappers get away and the block collapses under Max respectively.
  • Time Skip: The game actually starts roughly nine years following 2, though Max aged surprisingly gracefully for all the crap he put into his body during the interval.
  • Title Drop: The title of every chapter is inevitably dropped in one of the lines said by characters during said chapter.
  • Theme Naming: May be unintentional, but both known UFE leaders, Becker and Bachmeyer, have German-Brazilian names.
  • There Are Two Kinds of People in the World: Max says there are two kinds of people: those who focus on building a future, and those who spend all their time trying to rebuild the past.
  • There Is No Kill Like Overkill: Becker, who gets a grenade explosion to the torso, throwing him several feet, covering him in burns and ripping off his arm. There's also a slow-mo killcam when you kill the last enemy in an encounter, giving the option to riddle the body with bullets as it collapses.
  • Tone Shift: 3 presented a different noir setting and dispensed with the graphic novel format, though the meat of the gameplay is unchanged. Fans complained in droves, so Rockstar added some flashback levels to pay homage to Max's origins.
  • Too Dumb to Live: Marcelo. His decision to just go out into favelas with the ransom and just give the money to the kidnappers and hope for the best was very brave, but no matter how you look at it, very stupid.
  • Took a Level in Badass: Against all common sense, a past-his-prime, out-of-shape Max Payne, caught flat-footed and so drunk off his ass that his vision is blurred, manages to be even more badass than before. Probably because he is that drunk.
    • In the same game comes a subversion, when Max begins to turn his life around, quit the sauce, get a new haircut, and approach the world with a much more focused and goal oriented attitude. The level immediately after is a series of Epic Fails on his part. After that though, the new focus and stronger will pay off in droves.
  • Took a Level in Dumbass: Possibly due to the aforementioned drinking, Max holds the Idiot Ball at least twice in the game (see above). Max lampshades it at length near the end of the game, musing over his idiocy, but it's very hard to tell how he actually felt about it and why he acted in such a way even when he was somewhat aware of his boneheadedness.
  • Train Escape: Max at the end, though it is more of a train chase as he is trying to catch up to the Big Bad.
  • Tropical Epilogue: The game has one for Max himself as he kicks back in Bahia, looking on as the results of his handiwork are reported on the news. It's implied Da Silva played a hand in helping him escape punishment for shooting up half of Sao Paulo to bring Victor to justice.
  • Two Shots from Behind the Bar:
    • A bartender in a strip bar whips out a sawn-off shotgun to shoot at Max and keeps a pair in a storeroom behind the bar.
    • The bartender in the Hoboken levels surprisingly doesn't have one, but he has a few painkillers behind the counter instead.
  • The Unfought: The game has Serrano. You get close to him but never have a proper gunfight.
    • Anthony DeMarco as well. While he's the main antagonist of the chapters that take place in New Jersey, Max never actually fights him, deciding to leave the US with Raul instead.
  • Unstoppable Rage: The second to last level finally flips Max's switch once he learns the Awful Truth. The final level has Max deciding to quit pussy-footing around and just assault a heavily fortified, special-ops infested airport. He then finally gets some much-needed catharsis by stomping on Branco's leg so hard that the bone sticks out.
  • Video Game Cruelty Potential: In most cases the game doesn't penalize you for killing bystanders, and there are several points where you can shoot random people For the Evulz. It is a Rockstar game after all.
  • Vigilante Man: According to supplementary material, the Cracha Preto were originally lawmen hunting down criminals the law couldn't or wouldn't touch. Originally.
  • Violation of Common Sense: In the collapsing Branco HQ, Max eventually comes upon some windows to the outside on the second floor. Logic would dictate that shooting out the windows and dropping the 8-10 feet to the ground would be safer then scrabbling through a burning building, but this is Max Payne we're talking about.
  • Wall of Weapons: There's a slight example - at one point in the 12th and 13th chapters, Max finds what he calls an arsenal, though unlike most examples there's only enough visible guns to equip a squad or two, and the ones you can actually use are far fewer.
  • What the Hell, Player?: Wait long enough, and Max will complain about standing around, or blatantly remind the player to go do the obvious to proceed.
  • What Were You Thinking?: Max thinks about asking this of Giovanna and the now deceased Marcello, but stops and reminds himself that his long list of failures gives him no right to criticise.
  • World of Pun: The achievements and trophies list in the third game, and the grinds. Here are a few examples, "Payne In The Ass", "Leg Payne"', and "Payne Bringer".
  • X Meets Y: In-Universe: after fighting off Serrano's heavily armed street gang, Max refers to Sao Paulo as "Baghdad with g-strings."
  • You Bastard!: Max more or less is talking to the player at the start.
    Max: So I guess I'd become what they wanted me to be, a killer. Some rent-a-clown with a gun who puts holes in other bad guys. Well that's what they had paid for, so in the end that's what they got. Say what you want about American but we understand capitalism. You buy yourself a product and you get what you pay for, and these chumps had paid for some angry gringo without the sensibilities to know right from wrong. Here I was about to execute this poor bastard like some dime store angel of death and I realized they were correct, I wouldn't know right from wrong if one of the them was helping the poor and the other was banging my sister.
    • Immediately after, you are given a choice that is a chance to express and/or solidify your own and Max's morality, so the speech is subverted into a challenge rather than a condemnation.
    • Another amusing interpretation for the monologue is that it's from Dan Houser to his paymasters at 2K.

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