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  • Alternative Character Interpretation: Where exactly do the UFE officers stand alliance-wise? Are some just punch clock villains who want to speak up but keep their heads down to protect themselves and their families, while some are indeed willfully indulging in the underworld of São Paulo? The fact that Max encounters a UFE officer who surrenders peacefully and doesn’t betray that trust suggests that there's unspoken backstory among the UFE members. It's also telling that UFE members evacuate the airport of civilians so that it's just Max versus them.
  • Best Level Ever:
    • "Chapter III - Just Another Day At The Office" has Max and Raul battling through a soccer stadium with spectacular views and incredible draw distances which may make one wonder if this place really exists. The sense of height at the upper levels may make you hold on tight.
    • As divisive as the third game is, most players really enjoyed Chapters IV and VIII, mainly because they're the flashback levels that take place entirely in New Jersey and capture the tone of the first two games. VIII offers a satisfying Mood Whiplash with the gun fighting taking place in a grand cemetery during the dead of night.
    • For those who don't find it to be That One Level, the airport level in the third game is also seen as a highlight for players, especially the lobby shootout.
  • Complete Monster:
    • Victor Branco is an aspiring but Corrupt Politician of São Paulo, and a member of the wealthy Branco family. He is also the hidden leader of the UFE, a law enforcement group he uses for his own ends, and the Crachá Preto paramilitary death squad, and the mastermind behind the assassinations on his brothers—one by burning alive—and the abduction of his sister-in-law which results in her death. He is motivated by control of the family fortune and gaining sympathy for the election. He recruits Max as a bodyguard but really plans on making Max a fall guy for his criminal enterprises, which includes a secret ring where the poor of Brazil are kidnapped, held hostage, and harvested for their organs for the black market organ trade. He is also intending to betray the paramilitary militia loyal to him and have them be wiped out after they take care of any remaining opposition to look good and clear his tracks.
    • Armando Becker is Victor Branco's right-hand muscle, functioning as a brutal enforcer and leader of the UFE in the Brazilian organ trafficking operation. Leading his men in routine sweeps of neighborhoods in which innocents and criminals alike are executed on the spot or detained, Becker uses these raids to cover up his mass kidnapping of civilians whom he sells off to be harvested of their organs, making himself and Victor a sizable profit off the lives of countless deaths. So corrupt that it's revealed he was the one who sold insider info to pirates that lead to a yacht massacre, Becker just laughs in the face of Max Payne when confronted with his atrocities, showing no loyalty for Victor or concern for the hundreds of lives his atrocities have cost, only smug cheerfulness at the power and wealth his crimes have brought him.
  • Contested Sequel: Either this game is a worthy addition to the series or a betrayal of everything that made it special.
  • Ending Fatigue: Between the awesome music and the wide-open level design, the shootout in the airport terminal in the last level of 3 is the perfect way to segue into the end of the game. Too bad you need to spend a good ten minutes more simply getting to the final boss. And even after the boss, you need to go through a vehicle section, and then you finally get the last cutscene.
  • Event-Obscuring Camera: Quite a few times, 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.
  • Fanon Discontinuity: Some fans reject 3 as part of the series due to the lack of characters from the first two games (especially Mona who can survive in one possible ending of 2), the shift in tone, different writers, different graphical and soundtrack style, etc.
  • Good Bad Bugs: It's possible to edge up on a corner, aim at foes around it and shoot them through whatever the wall is made of as long as the reticle is red and the weapon is an adequate distance from the wall. This makes 70% percent of gun fights trivially easy, not to mention making the cover system largely redundant.
  • Harsher in Hindsight: During his brief sojourn through the favela, Max happens upon a small drug laboratory and kills the gang members defending/working in it. Just before leaving, he takes time out of his very urgent mission to set fire to the building using a fireworks stockpile, in order to destroy the laboratory. This being in a favela, a single fire, no matter how minor, can spiral hopelessly out of control in mere minutes and kill hundreds of people, displacing thousands more. Such a fire happened on the very year of the game's release in its very setting.
  • Homegrown Hero: After all, this game is about everyone's favorite New York cop moving his 'practices' to São Paulo, Brazil.
  • Hollywood Pudgy: Max's weight in the third game is brought up quite a lot in spite of the fact that he has only a mild paunch. This is mostly because it's very noticeable to players who are accustomed to Max's sleek frame in previous games.
  • Misaimed Fandom: Max Payne's Hawaiian shirt that he dons for his trip through the Nova Esperança went through Defictionalization and is a common choice for Max Payne cosplays based upon 3. What may be overlooked however is this shirt shows that Max has poor judgment as he sticks out like a sore thumb dressed like this and makes a huge mess of the rescue mission that he's on. On the positive side, while Max is still impaired by his alcoholism at this point, Max has committed himself to stop drinking and eventually wises up and ditches the Hawaiian shirt.
  • Narm:
    • About three-quarters of DeMarco's lines are variations on "You killed my son!" Never mind one of his first lines referring to his incoming vengeance as "Me and a hundred angry greaseballs!" Eventually, it's a bit hard to take him seriously as a hardened crime boss.
    • During the "Chapter IV - Anyone Can Buy Me a Drink" and "Chapter VIII - Ain't Not Reprivment Gonna' Be Found" it sounds like some of the mobsters are drunk or confused:
      "Shit shit shit! I'm really gonna' hurt you nooooooow!"
    • For some, Max himself. His drunk self stumbling through the game and fucking most things up, combined with his extremely blunt metaphors and almost ridiculously cynical amounts of snark and bitterness (even compared to the previous games) almost make him a caricature of his former self.
    • For players who are familiar with Portuguese, the Portuguese dialogue of the Brazilian characters may come across as this due to the ridiculously excessive swearing and some strange accents that otherwise don't sound naturally Brazilian.
  • Realism-Induced Horror: Unlike earlier installments where Max was up against vast criminal conspiracies and secret societies, 3 is very down to earth with Max fighting ruthless street gangs, rogue law enforcement groups, and most chilling of all, an organ harvesting ring. The last item is so horrifying that even one of Max's arch enemies is irate and horrified.
  • Scrappy Mechanic:
    • How some people feel about the addition of cover in the third game. It's a rudimentary system that doesn't even let you round corners without getting out of cover. It also does not mesh well with the bullet-time mechanic. Instead of dancing through a free-wheeling ballet of bullets, you're watching Max emerge from cover in slow motion to potshot at mooks also crouching behind cover.
    • The third also removes the ability to skip the cutscenes, due to many of them being used to hide loading sequences (though only in the console release, as the PC version was eventually patched with the ability to skip several cutscenes, although many cannot be skipped for reasons unknown). Arcade mode actually has an "Old School Mode" which prevents the player from using the cover system or weapon zoom. However, enemies can still use the cover system without incident and their AI is unaltered in any way to benefit this style of play.
    • The constant, eye-aching visual effects that make the game painful to watch for most players and impossible to play for epileptics. Arcade Mode has an option to remove the effect from bullet time, and it makes the game significantly easier to play.
    • The Last Chance mechanic is a concept that can work as proven by the likes of Borderlands and Guild Wars 2, but its implementation in 3 leaves a lot to be desired. When put into the "Downed" state Max cannot move or reload, so that if he can't hit the enemy due to them being behind cover or his gun being empty, the player has no choice but to wait until he dies, which can be agonizing due to the bullet time the mode operates in. What's more, if Max goes into the state while behind cover, he has almost no chance to fire over his cover and will instead empty his clip into it rather than the foe the player is targeting. Another problem is that the mechanic defers to hitting the foe who downed Max, forcing the player to aim only at that one enemy. This is even if it would be easier to hit another, easier target that would glean the same result.
    • The third game removes the ability for Max to use throwable weapons, such as grenades or Molotovs. Not only does this limit your tactical options to kill enemies (especially with the third game's Take Cover! mechanics), enemies still use them against you, putting you at an unfair disadvantage. What makes this change even more frustrating is that throwable weapons are usable by players in multiplayer mode, leading many to wonder just why this was removed for single-player and only single-player.
  • Scrappy Weapon: Weapons with laser sight attachments from 3. Grabbing a weapon with one removes your crosshair and replaces it with a laser sight that bounces around as you move and fire. This makes aiming significantly more difficult, if not impossible. Luckily, you can turn it off if you so please.
  • Sequel Difficulty Spike: 3 goes back to the Nintendo Hard nature of the first game with enemies often having more health than Max. The "In The Zone" Bullet Time mechanics of the second game are gone now, and painkillers are scarce. Enemy bullets in real-time also travel much faster than in the first two games, encouraging the use of cover. Overall the game heavily encourages the new Take Cover! and blindfiring systems, and trying to shootdodge through every fight like in the first two games will just get you riddled with bullets. On the up side, mastering the headshot is still as rewarding as ever and usually a One-Hit Kill on mooks without helmets, and you won't run across enemies that soak up absurd amounts of bullets due to a Dynamic Difficulty quirk.
  • That One Achievement: "The Shadows Rushed Me", which requires you to unlock and complete New York Minute Hardcore mode. The whole game must be completed, while timed, in one sitting, and dying or otherwise failing sends you straight back to Chapter 1.
  • That One Level:
    • The airport terminal. With its entire environment massively spaced out by design and small outlets of cover, as well as the enemies throughout armed with powerful weapons as well as pinpoint accuracy, the battle is a painful slog from one side of the terminal to the other. The layout contradicts and outright forbids the kind of frenetic, two-fisted gunplay which the series is based on, and on higher difficulties the best, neigh, only way of beating the section is by abusing the "Shooting-through-Walls" glitch while engaging foes at huge distances. This is made tragic by the fact that the game designers decided to place the game's trailer theme, TEARS over this section.
    • The stadium as well, in Chapter III, which has a modicum of Difficulty Spike to it. Particularly the section after Passos gives you the headset and sends you on your way. The situation you're dumped into is really unfair (the enemies are all on the other side of the gate, which can impede your ability to shoot them, and your best cover option frankly sucks) and it can be difficult to get a bead on where all the enemies are coming from (at least two come up from the bottom of the bleachers and can catch you off guard if you're focusing on the four or five foes in front of you). Pushing forward is made problematic because more enemies appear when you think you've cleared a path for yourself and then you've gone too far to take advantage of any cover. You might try to walk down the bleachers to the lowest level and then work your way back up on the other side but even then you'll probably find yourself pinned down.
    • The end of the yacht level, where you try to enter the ship's bridge. The section has little cover or room to dodge and maneuver, enemies spawn and attack from awkward angles, and the scattered furniture blocks your shots, while your enemies can still hit you fine. Expect to die multiple times here, which returns you to the lower level, forcing you to go through everything again.
  • They Wasted a Perfectly Good Plot: The reason Max isn't in New York in the third game is that he had to skip town after killing the son of crime lord Anthony DeMarco to keep him from attacking a woman. DeMarco put a price on Max's head large enough that every criminal in the state is out to kill him, forcing Max to take up his guns again for the first time in years. His lone ally in this, with everyone from the first two games dead, is Raul, his old buddy from the police academy Max hasn't seen in years. This plot fits the tone and style of the first two games and could have made a good sequel on its own, but it's relegated to a series of Flash Back chapters whose only purpose is to explain why he's now a bodyguard in South America.
  • Too Bleak, Stopped Caring: 3 can suffer from this. The shallow and materialistic Brancos, not helped by Max himself noting he doesn't care for their attitudes or lifestyle, the villains of the game being worse than what's come before, and Max's angst after two failed attempts to get his life back together already, can result in a player simply not caring about the story.
  • Values Resonance: Max Payne 3 has a resonance ever since its release as the divide between rich neighborhoods and poor neighborhoods has become very noticeable in cities of the USA, and mass shootings happening at parties and dance clubs have become recurring tragedies. This game also brings focus to human trafficking (The Crachá Preto are performing organ theft, and the UFE are delivering prisoners from Nova Esperança) as a major twist in the story and it sets Max Payne on a berserker rage against the perpetrators. It also helps that the game touches on accountability in the police force, the dangerous life in the favela Nova Esperança is similar to the tent cities and slums that have arrisen in certain US cities, and one chapter shows Max was living in a very run down part of Hoboken, New Jersey that has an organized crime presence itself.
  • Visual Effects of Awesome: Rockstar's RAGE was put to use on a much more linear game that the studio typically makes and they really went for it in terms of detail of environments and body physics. The latter, in particular, results in plenty of unpredictable death moves for both enemies and Max.
  • Wangst: Most of Max's inner monologues delve into this in 3. On the one hand, over the years, he's developed a completely justified level of Survivor Guilt. He may be able to singlehandedly kill hundreds of mooks (which, as a former law enforcer, isn't something he'd be proud of to begin with), but not before they have killed everyone he either cared about or was tasked to protect. On the other hand, he just won't shut up about it, taking every opportunity to mention how much he sucks.
  • The Woobie: Giovanna. She's nearly killed multiple times after going to a party with her sister. After she and Marcelo try to rescue her from Serrano's thugs, the latter kills Fabiana right in front of her, and Giovanna later sees Marcelo being firenecklaced. When she tries to help out Max later on, she's nearly killed several times again by the Crachá Preto. Luckily, she manages to Earn Her Happy Ending and leaves the city unharmed with Passos, unlike a majority of the other characters.
    • Fabiana herself could count. She may be a spoiled, gold digging, rich girl, but nobody deserves the things that happen to her.

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