Max Payne 2: The Fall of Max Payne

If you’ve played the first Max Payne game, then you’ll recognize that “The Fall of Max Payne” is a bold statement to make here. It’s hard to see how much further Max could fall after his trials in the original. Indeed, you get the sense throughout this sequel that a follow-up to Max’s story was never exactly planned, and the pieces brought together to make it happen don’t exactly fit. Still, any concerns you may have about the plot are all but overshadowed by some excellent technical and gameplay improvements to a formula that’s still a ton of fun.

Not covered is Max’s extensive hip replacement surgery between games.

The sequel has Max Payne magically exonerated by series deus ex machina Senator Alfred Woden. Not only is Max not in jail, he’s back in the NYPD – gloomy as ever, but otherwise none the worse for wear. The game begins with Max wounded in a hospital, while masked men appear and apparently try to finish him off. By the end of the prologue level, we learn that Max has shot and killed his partner, Detective Winterson, and then flash back 24 hours to learn the hows and whys of Max’s second ongoing flight from justice. It’s a tale that will bring together all the surviving members of the first game – seriously, Winterson is the sole new player – whether it makes sense for them to be here or not. We also learn that Max has been thinking about sultry assassin Mona Sax (who only made fleeting cameos in the original) far more than we had been led to believe.

When I played Max Payne 2 on release, I remember being very annoyed with the story. I thought it felt forced. Playing again for this review, well, it’s more complicated. The sequel tries to tell a very serious noir tale – femme fatale love interest and all – and while it’s not groundbreaking high art, it does at least keep you engaged. There’s a scene where Max and mobster Vladimir Lem talk about fate that ends up coloring later actions in an interesting way; I missed this connection on the first play. In fact, you could make the argument that the plot here is complex enough that there are a few such pieces that change or take on new meaning in a second playthrough. Questionable cameos aside, it does mean the plot here is more developed than the first, and more embracing of the noir conventions it mirrors.

To put it another way, if the first Max Payne was an homage to classic detective films and novels, Max Payne 2 is actively trying to become one. This won’t resonate well with people who thought the first game’s narrative style was pretentious and/or outright silly, but like the first game, it’s a tone that seems to fit the world they’ve created. And don’t worry – there will still be humor and satire. It’s stripped almost entirely from the plot proper, but still present in parody television shows throughout the world. As the game progresses, you can follow the progress of shows like “Lords and Ladies” and “Address Unknown,” the latter of which slyly references concurrent in-game events (pay attention!). There’s also “Dick Justice,” which bluntly lampoons the events of the first Max Payne in the style of a 70’s blaxploitation film. It’s a pretty brilliant razz to the original’s critics.

Flying bodies, tumbling boxes, shattering glass. The sequel’s world feels more varied and alive.

Still, the plot is ultimately a vehicle to move Max along to the next enemy-laden shooting gallery – and the shooting here is about as excellent as it can get. The major improvement is adding the Havok physics engine, bringing an end to the stiff death drops of the original. Bodies now react to the force of each individually-modeled bullet, sprawl on the floor when defeated, and tumble into background objects organically. There’s a sharp increase in loose boxes and barrels for just this purpose, and Max’s very first kill sends a henchman flying into a medicine cart and some conveniently-stacked cardboard. Enemies can even be interrupted in the middle of animations, so it’s pretty neat to see Max shoot an enemy trying to dive out of the way, and watch his body go limp in midair and crumple on landing.

It’s not perfect of course. As with most rag-doll systems, there’s the occasional awkwardly-flying body or ignorance of gravity (which seems to happen more when in slow motion). Weight also doesn’t seem considered, with every object showing a roughly equal reaction to being struck. Still, the system is expertly executed overall and adds critical variety to the endless gunplay. You’re able to actually start looking forward to each encounter, because you know the results will be different each time. That was definitely not the case in the first game.

Max’s slow motion abilities gain an overhaul too, with an overall emphasis on being able to slow time more often. The first game only refilled Max’s slow mo meter through enemy kills. Here, it will also slowly regenerate on its own. It’s a simple change that frees you up to use (and honestly, abuse, but it’s what you’re playing for anyway) the system more frequently. Shoot-dodging – where Max flings himself through the air whilst firing – now gets its own dedicated key. Having to stop all movement to toggle slow motion tripped me up a few times in the original, so splitting the two is definitely appreciated. Shoot-dodging also doesn’t take away from the slow-motion meter, so it’s truly always available to use.

Max now stays on the ground and slides a bit after a dive, shooting from there until he’s forced to reload.

There are also now additional levels to the time effect. When triggered with the right mouse button, the world slows to about half speed. As you kill baddies, the world slows progressively yet more. Max also has new abilities during the increased slow-mo, such as stylishly (and instantly) reloading his weapons without reverting to normal time. Furthermore, Max’s own movements are no longer restricted. At higher levels of enhanced slow motion, he’s able to move around normally while the world creeps along around him. It allows for situations where Max has killed five bad guys in a room before the first has hit the ground. These changes pretty obviously encourage you to wade into large groups and start blasting away, and again, it’s giving the players what they want while rewarding them with increased effectiveness.

Most importantly, Max’s guns feel stronger and more effective than they did in the first. Bullets are more damaging at the default difficulty, and enemies simply won’t shrug off shotgun blasts or Uzi clips anymore. All weapons feel more accurate too, so dual pistols are no longer an inaccurate waste, and you can hit attackers at the end of a hallway without needing to switch to a rifle or the Desert Eagle. Grenades and molotovs have also been spun off to their own secondary key, so you can readily chuck them out at groups of bad guys.

The engine gets an upgrade too, with visibly higher-resolution textures and improved particle effects. Smoke and muzzle flashes look even better, and the numerous levels that end up on fire benefit from more organic-looking flames. Character models are a little less stiff, and both Max and other major characters (i.e. the ones you’re not shooting) have greater facial detail and actual animation. Much snobby chortling was made about Max’s frozen grimace in the first game, and it has been addressed here. It also means that cutscenes don’t take place entirely through the stylized comic panels (though those do return between levels), with a fair amount of brief pieces now told in-engine.

You’ll play as Mona for a few levels. Her abilities are the same as Max’s, so the change is almost strictly cosmetic.

Most of the flaws I can think up seem petty and picky. For starters, there’s a bit too much repetition going on in general. A group of hitmen disguised as commercial cleaners is practically your sole enemy type throughout the game, and it’s a bit tiring to see their teal and white jumpsuits show up unannounced and rampage around yet again. There’s some literal retreading of familiar ground, both in returning to levels previously cleared, and in revisiting levels from the original game (like club Ragnarok). You can’t shoot through materials, so thin cardboard boxes and the falling bodies of henchmen create impenetrable barriers preventing you from shooting the rest of the rushing goons.

Replay value also remains an issue. The three-act campaign will last about 6-8 hours. Additional options are about as limited as they were in the first. “Hardboiled” mode turns off the default mode’s adaptive difficulty and sets all enemy AI to their toughest levels. “Dead on Arrival” does the same, but limits your saves. “New York Minute” has a time limit for each level, with bonus time granted for each enemy kill. Finally, the new “Dead Man Walking” mode has the player facing infinite waves of enemies and seeing how long they can hold out. These modes and difficulties help a bit, but as with the first game, it’s just rehashing the same campaign content.

Ultimately, my biggest issue with the story is the way it poorly tries to tie into the first game. It brings back characters without resolving much of anything (Max’s dead wife and actions in the original are barely referenced). Mona Sax looks nothing like she did in the first game, with a retconned appearance closer to Julianne Moore apparently to befit her upgraded significance. And the story has virtually no point, and just feels like picking Max up so it can kick him while he’s down again. Taking Max out of his element, a la Max Payne 3, seems to be the better choice for continuing the series.

The first game unquestionably has the better story – even despite its own eye-rolling parts – but the second game unquestionably has the better gameplay. The shooting mechanics from the first have been tweaked to perfection in the sequel. Throw this in with visibly improved textures and particles, a pretty great implementation of rag doll physics, and a suite of powerful guns that actually do their jobs, and you’ll find a nearly flawless implementation of stylistic, slow-motion shooting action.


The Good

Improved graphics, new physics engine, guns that handle better, mature story and storytelling, tweaked slow-motion effects. In terms of gameplay and technical execution, they’ve nailed it about as perfectly as they could.

The Bad

The story seems better suited to someone who hasn’t played the first game. Someone who has will spot the cracks on comparison, and I found the original’s tale of revenge far more gripping than the sequel’s tale of trying to bone Mona. Real tired of the fucking Cleaners too – needed more mob stooges. Locked to 4:3 aspect ratio again, like the first.


The rain was coming down like all the angels in heaven decided to take a piss at the same time. In a situation like mine, you can only think in metaphors. They had killed the love of my life. They were going to pay.” – Dick Justice

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4 thoughts on “Max Payne 2: The Fall of Max Payne

  1. Interesting to hear your thoughts on the two games’ respective storylines – I agree, I much prefer the first. In fact, I think I prefer the first game overall (just about).

    Is the third one any good?

    1. Story-wise, the third game references the first two even less, so it almost doesn’t feel like you need Max Payne. It’s about the actions and mindset of the character, not his history. With so few references to that history, it makes his reasons for staying in (redemption, I guess) much more vague.

      And then, of course, every level is “then we went to this place, and then, out of nowhere, armed thugs showed up again.” I can’t tell if this feels straining because of Rockstar’s writing, or because it’s the third game a series of these moments.

      For the shooting, the mechanics are almost totally overhauled. Shootdodge gets you killed. They can blast you right out of the air/slow mo. The physics engine is more advanced too, so you’ll get jolted out of shootdodge early if you bump into a wall or table. It now seems to be an emergency escape move, or for breaking a stalemate with someone behind cover. Basically, a rare move now instead of the staple action.

      You’re just as frail as ever though, so now it’s a cover-based shooter. The same third person cover based shooter all over this generation. Except with a generous allotment of regenerating slow mo time.

      Plotwise: Tells a good story, but really stands alone. Technically beautiful and the best shooter of this style for years (though a shoo-in with no competition…). Mechanically: I was disappointed in the emphasis on cover and the marginalization of diving. But Max is old now, and his hips need a break.

  2. I can’t help but notice that, while the Payne might be maximized, the Geena-Davis-as-a-Pirate-Lady seems to be minimized! :O

    Nice reviews as always, its neat to be brought up-to-speed on things that happened after I stopped paying attention to video games a decade or more ago.

  3. Great job done, with reviewing the both!

    I’m thinking about this frase: “Technically beautiful and the best shooter of this style for years (though a shoo-in with no competition…)”. Right, no competition. Maybe, that’s the case, when they didn’t attempt to get over with it.

    If it’s for game mechanics, what’s next, the “Soldier of Fortune path”? Pardon, heh-heh!

    To me, about Max Payne, we have had those two titles to be preserved in Hall of Fame forever.

    Long live Noir!

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