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Max Payne 3 is a third-person shooter video game developed by Rockstar Studios and published by Rockstar Games. It was released on May 15, 2012 for the PlayStation 3 and Xbox 360; a Microsoft Windows port was released on May 29, 2012, followed by an OS X port on June 20, 2013.[2] The game is the third entry in the Max Payne series and the first since Max Payne 2: The Fall of Max Payne, developed by Remedy Entertainment.

Max Payne 3
Max Payne 3 Cover.jpg
Developer(s)Rockstar Studios[a]
Publisher(s)Rockstar Games
Producer(s)Steve Martin
Designer(s)Sergei Kuprejanov
  • Kevin Hoare
  • Hugues St. Pierre
  • Lewis Gordon
  • Paul MacPherson
  • Joshua Bass
  • Rob Nelson
SeriesMax Payne
Genre(s)Third-person shooter
Mode(s)Single-player, multiplayer

The game is played from a third-person perspective. Throughout the single-player mode, players control Max Payne, a former detective who has become a vigilante after the murder of his wife and daughter. Nine years after the events of the second game, Max becomes employed as a private security contractor in Brazil, but quickly becomes entangled in a quest filled with death and betrayal. An online multiplayer mode is included with the game, allowing up to 16 players to engage in both cooperative and competitive gameplay in re-creations of multiple single-player settings.

As part of their research for the game's setting, the developers conducted field research around São Paulo throughout development and captured footage for the design team. Development duties were shared between many of Rockstar's studios worldwide. At release, Max Payne 3 received highly positive reactions from critics, with praise particularly directed at its narrative, atmosphere, attention to detail and action, though some criticism was aimed at the change in style from its predecessors, as well as its linear design and depiction of São Paulo. Max Payne 3 achieved high sales, shipping approximately three million units in the first week of release. It was nominated for multiple year-end accolades from several gaming publications, winning a variety of them.



Players may take cover behind objects during firefights, using it as a tactical advantage and to avoid taking damage from enemies. This feature was not present in earlier games in the series.

Max Payne 3 is a third-person shooter in which the player assumes the role of its titular character, Max Payne. A new feature to the series, introduced in Max Payne 3, is the cover system, which allows players to gain a tactical advantage, and avoid taking damage from enemies.[3] To progress through the linear story, players take on enemies throughout levels. The game features interactive cutscenes which transition seamlessly into continuing gameplay; there are no loading screens across gameplay and cutscenes.[4]

In combat, auto-aim and a cover system can be used as assistance against enemies. Should players take damage, painkillers can be used to regenerate health. Players use melee attacks, firearms and explosives to fight enemies. In action sequences, bullet time can be used; using this feature, it is possible to see every bullet strike an enemy in detail.[5] The game also utilizes a "Last Stand" mechanic, granting players a grace period when health is fully depleted, allowing them to kill the enemy that last wounded them, but depleting all their current bullet-time. After using the shoot-dodge mechanic, which enables players to dodge enemies by diving, players may shoot at any angle while remaining grounded.[3]


The online multiplayer mode features maps and modes that dynamically change within a match.[6] Up to 16 players engage in cooperative or competitive gameplay in re-creations of multiple single-player settings. Players may band together in organized player teams called crews to complete tasks together. Players can create their own crews, via the Rockstar Games Social Club, and join up to five total. Crews win multiplayer matches to earn experience points and climb online leaderboards.[7]



According to Rockstar's president Sam Houser, it was their intention to start a new chapter of Max Payne's life with the game: "This is Max as we've never seen him before, a few years older, more world-weary and cynical than ever." The press release states that since the last game, Max has left New York City behind and "drifted from bad to worse." The press release goes on to say Max has been double-crossed in this new city and is searching for both the truth and a way out.[8] The game is set in São Paulo, Brazil, several years after the events of the ending of the second game.[9][10] Max Payne now works in executive protection for the wealthy Rodrigo Branco and his family in the hopes of escaping the memories of his troubled past. When a street gang kidnaps Rodrigo's wife, Fabiana, Max is pulled into a conspiracy of shadowy, warring factions threading every aspect of São Paulo society in a deadly web that threatens to engulf everyone and everything around him.


Nine years after the events of the second game, Max Payne (James McCaffrey) has retired from the NYPD and spends his days at a bar in Hoboken, New Jersey, nursing his alcoholism and an addiction to painkillers. One evening, a man named Raul Passos (Julian Dean) approaches Max and offers him a new job, which Max turns down. But, during a drunk and violent argument, Max shoots the son of local mob boss Anthony DeMarco (Ray Iannicelli), who puts a price on his head and orders the entirety of New Jersey's crime underlings to kill Max. After killing most of his gang with Passos' help, Max decides to leave his old life behind, taking Passos' job offer as a private security contractor in South America.

Max and Passos work for the wealthy Branco family in São Paulo, consisting of three brothers: Rodrigo (Frank Rodriguez), a real-estate mogul; Victor (Robert Montano), a local politician who aspires to be the city's next mayor; and Marcelo (Dillon Porter), a hard-partying socialite. At a private party, Max saves Rodrigo and his trophy wife Fabiana (Benedita Pereira) from an attempted kidnapping by members of the Comando Sombra, a favela street gang. A few nights later, as Max escorts Fabiana and her friends to a nightclub, the gang attacks again, successfully kidnapping Fabiana and demanding a ransom of $3 million. Max and Passos deliver the ransom to a local football stadium to make the exchange, but the deal is disrupted by the Crachá Preto, an outlaw paramilitary unit, who kill the Comando Sombra and steal the money. After escaping the stadium, Max and Passos raid a Comando Sombra base along the Tiete river to rescue Fabiana, but are unable to prevent the gang's leader, Serrano (Babs Olusanmokun), from escaping with her. After they report their failure to the Brancos, Victor suggests they rely on Armando Becker (Ubirajara de Castro) and his special police unit Unidade de Forças Especiais (UFE) to oversee Fabiana's safe return. Victor, Passos, Marcelo and Becker leave via helicopter, moments before the Crachá Preto abruptly raid the Branco offices.

Max fights off the Crachá Preto and returns to Rodrigo's secured office to find him assassinated. Upon interrogating a wounded Crachá Preto soldier, Max learns that Fabiana is being held by Serrano in the Nova Esperança favela and that the Crachá Preto raid was meant for Max, as vengeance for the deaths of their operatives at the stadium. Blaming himself for what has transpired, Max swears off alcohol, shaves his head, and informs Victor and Marcelo that he is going undercover into Nova Esperança to save Fabiana. He gets lost in the sprawling favela, but is assisted by Detective Wilson Da Silva (Stephen Girasuolo), who reveals that the Crachá Preto have engaged in illicit deals with the Brancos, and suspects that Victor and UFE might also be involved. Max eventually finds Fabiana, only for her to be executed by Serrano. Marcelo and Fabiana's sister Giovanna (Shirley Rumierk), who showed up with cash attempting to ransom Fabiana's freedom, are kidnapped as the UFE raid the favela. Max follows the raid and witnesses UFE collaborate with the Crachá Preto, selling them the people they arrested during the assault. Max then witnesses the Crachá Preto necklace Marcelo, and escapes with Giovanna. Fleeing from the militia, Giovanna is rescued by Passos, but Max is abandoned, later saved by Da Silva.

Da Silva reveals that Passos worked for Victor until he hired Max. Max remembers that when he and Passos worked as security for Marcelo's yacht party, which was attacked by military brigands in the Panama Canal, he escaped the yacht to find Marcelo and Passos trying to drive away with unknown cargo. Max realizes that he was recruited by Passos to be the fall guy for whatever illicit activity the Brancos were involved in. Da Silva deduces that Max was set up by Passos and Victor, so the latter would gain access to his brother's wealth and garner sympathy for the upcoming mayoral elections. He then informs Max about a rundown hotel where the Crachá Preto and UFE are seen delivering prisoners. After Max discovers it is the base for a black market organ theft ring and corrupt UFE officers are being paid to deliver the detainees for organ harvesting, he frees the remaining detainees, including Serrano, who subsequently kills the corrupt surgeon performing the organ removals.

Max sets explosives to destroy the entire complex, but is held at gunpoint by Crachá Preto's leader, Alvaro Neves. Passos reappears, kills Neves and flies Max out as the building implodes. Afterwards, Passos explains that Marcelo and Victor forced him to cooperate in getting Rodrigo to finance Victor. Passos apologizes to Max, who forgives him, before he flees the city with Giovanna, who is pregnant with his child and extremely grateful to Max for being able to keep her alive. Giovanna also refuses to let Max take the blame for her sister Fabiana's death stating that it wasn't his fault and that Fabiana married into a twisted family. Da Silva suggests that Max stage his surrender to the police in order to find incriminating evidence linking the UFE and Victor to the crimes of the Crachá Preto and the Comando Sombra. After doing so, Max escapes into UFE headquarters as planned, finding evidence that a UFE lieutenant named Bachmeyer killed Rodrigo. After Max kills Bachmeyer, he confronts Becker, but is held at gunpoint by Victor, who explains that he ordered the Crachá Preto to ambush the stadium exchange; the organ harvesting ring was funded by the stolen ransom money.

Victor and Becker escape to the airport with Max in pursuit. After an intense shootout with the UFE, Max catches up with them as they are preparing to board a jet. Becker (toting a grenade launcher) and his men try to stop Max and allow Victor time to escape, but Max shoots and detonates one of Becker's grenades in mid-air which maims Becker, giving the player the option to either kill Becker, or allow him to die from his wounds. With Da Silva driving in pursuit, Max disables Victor's plane, and approaches an injured Victor with the intent to kill him, but he relents after Da Silva persuades him to spare Victor so that he will answer for the crimes he committed. Victor taunts Max that he will be set free, and Max responds by breaking his leg.

A week later in Bahia, Max hears news that the rest of Becker's UFE battalion has been disbanded due to their ties to the illegal organ harvesting ring, while Victor is found dead, hanged in his prison cell. Finally having attained some solace and serenity, Max walks along the seashore as the sun sets.


We've been blessed with being able to actually see the game and give some feedback. We've been meeting with Rockstar and looking at Max [Payne] 3 – it looks absolutely phenomenal – the nice thing is we've been giving our feeling on the game but at the end of the day we don't have to do any of the heavy lifting, which is nice. Rockstar don't make bad games, so you already know it's going to be good. Just like we hope the Remedy brand is a seal of quality, you know that Rockstar's brand is a seal of quality. It's been nice to be part of the process, but we don't want to take any of the limelight. From what we've seen it's going to be absolutely fantastic.

—Oskari Häkkinen, Remedy Entertainment franchise development head.[11]

The game was originally scheduled for release in late 2009.[8] However, it was pushed back to 2010 alongside several other Take-Two Interactive franchises in order to "benefit from having more development time". In June 2010, the game was again pushed back to 2011.[12] On December 21, it was not present on the 2011-2012 calendar year, and was pushed back again.[9][13] The game was still in development and not canceled or indefinitely halted when Rockstar released two new screenshots for the game.[14] On September 8, 2011 Rockstar announced a March 2012 release date for the game, with a debut trailer released on September 14.[15][16][17] In January 2012, Take-Two delayed the game by two months from its original March release date to May 2012. The publisher said the decision's been made to "ensure that Max Payne 3 delivers the highest quality."[18]

The debut trailer was released on September 14, 2011.[19] The writer for the series, Sam Lake, commented that the game would "maintain its dark and gritty origins" and that fans of the series would be "in for a surprise".[20] Remedy Entertainment head of franchise development, Oskari Häkkinen, praised Rockstar Games' take on the series, stating that it looked "brilliant".[21] Remedy served as consultants for Rockstar when the game reached its final stage of development.[22]

Rockstar Games conducted research to ensure that the vibe, culture, police, weapons and every element of São Paulo is as authentic as possible. The research team visited São Paulo several times and went to lengths researching the local gangs, police and special forces, including each group's choice of equipment and firearms. The fictional UFE resembles Brazilian special police units such as BOPE;[23] the company suggests that fans of the game watch the 2007 Brazilian film Elite Squad (Brazilian Portuguese: Tropa de Elite), especially the "intense sequences of BOPE soldiers carefully raiding favela warzones and caught in deadly shootouts versus heavily-armed drug dealers and lookouts who wield assault rifles and Uzis as part of daily life."[24] Some retailers bundle the game with the film and its sequel.[25]

In a November 2011 interview, Dan Houser of Rockstar Games said that despite what the general public might think, Rockstar likes to "spend a bit of time" at the end of projects before deciding what to do next. "Basically we have been meaning to start [Max Payne 3] for a while, but we have limited bandwidth and limited studios, and more games to make than we've started. So suddenly it was a good slot," Houser said, explaining why it took eight years to follow up Max Payne 2. "Also, contrary to a lot of people, we like to take a little bit of time at the end of a game before starting a sequel, so we can wait for the excitement or disappointment and everything else of the experience to shake down and really see what we should do in the next game."[26]

The game runs on the proprietary Rockstar Advanced Game Engine (RAGE), along with Euphoria software.[27][28] In February 2012, it was confirmed that the PC version of the game features DirectX 11 and stereoscopic 3D rendering.[29] The PC version of Max Payne 3 is shipped on four DVDs[30] and the Xbox 360 version on two discs due to the disc size limit; however, the PlayStation 3 version ships on one Blu-ray Disc.[31]

Marketing and releaseEdit

Max Payne 3 was Rockstar's "biggest and boldest marketing effort thus far". Highlights of the campaign included prominent TV spots during the 2012 UEFA Champions League Final and other mainstream programming, as well as outdoor campaigns.[32] Rockstar Games ran a competition where its Twitter followers who tweet using the #MaxPayne3 hashtag through January 13, 2012, could see their likeness featured in the title's multiplayer.[6] Rockstar also ran another competition to win a trip from New York City to São Paulo to attend at Sonar São Paulo, get a one-off Max Payne 3 Xbox 360 console, and play the game a week before its official release.[33]

Rockstar collaborated with several retail outlets on pre-order bonuses available through several store chains throughout the world. The Cemetery Multiplayer Map is a map pack, where pre-order customers get early access to the map. The Silent Killer Multiplayer Loadout Pack includes the "devastatingly destructive" Light Anti-Tank Weapon, the slippery character burst to quickly escape a deadly firefight, and the listening device item that amplifies hearing, allowing the player to hear approaching enemies from a greater distance. Those who pre-order the game from specified retailers receive a code that allows to get the game's first paid Multiplayer DLC Pack for free.[34] A "Special Edition" of Max Payne 3 is available for pre-order. The "Special Edition" includes a 10" tall collectible Max Payne statue, series of game-inspired original still life art prints, bullet keychain (copper and brass-plated iron bullet-shaped) and Max Payne 3 official soundtrack. Exclusive multiplayer content consists of Classic Multiplayer Character Pack and Disorderly Conduct Multiplayer Weapons Pack.[35][36][37]

A three-part Max Payne comic book series was released prior to and after the launch of the third game. Published in partnership with Marvel Custom Solutions, it explored the events of the original Max Payne game and its sequel, as well as delving a little further back in the protagonist's troubled past. Rockstar's vice president Dan Houser and Sam Lake of original developer Remedy authorized the books. The series was released as a digital graphic novel and in limited print editions.[38] All three issues of the comic series combined were released for retail and online shops during October 2013, titled Max Payne 3: The Complete Series.[39]

Max Payne themed avatar items are available for purchase on Xbox Live.[40] The PlayStation 3 version features rewards for PlayStation Home. Rockstar re-released the original Max Payne, subtitled Mobile, for iOS devices on April 12, 2012, with the Android version launching later. Max Payne Mobile has been optimized for both iOS and Android devices and features HD graphics, high-resolution textures, Social Club connectivity and user-customizable controls.[41] The Rockstar Games Social Club is a website that displays the gameplay statistics of registered users and feature competitions and awards based on player activity within the game, which will support both Max Payne Mobile and Max Payne 3.

Downloadable contentEdit

On May 1, 2012, Rockstar announced that through the year, seven packs of downloadable content (DLC) would be released via PlayStation Network and Xbox Live. Players could purchase DLC packs individually or get all add-on content at a discounted rate (over 35%) by purchasing a "Rockstar Pass".[42] Rockstar released a free bonus downloadable multiplayer pack called Gorilla Warfare on May 17, 2012. The pack includes a Gorilla Mask, which gives extra adrenaline for melee kills from behind, the Lucky Coin, which gives extra cash when looting bodies, and the Booby Trap, an item that booby traps a corpse so that it explodes when looted.[43]

The first DLC Local Justice was released for the Xbox 360 and PlayStation 3 on July 3,[44] with a subsequent release following for PC on August 8.[45] The DLC includes three new maps, a new weapon, a new item, a new multiplayer faction, and achievements and trophies.[citation needed] The second DLC, titled Hostage Negotiation, was originally slated to launch in September, but was pushed back to October 30. Hostage Negotiation adds four new multiplayer maps – Club Moderno, Estádio Do Galatians, Favelas of O Palácio Strip Club and Favela Heights – plus two new rifles, a new Explosive Burst booby trap, additional cosmetic options, and a new avatar faction.[46]

The third DLC, Painful Memories, was originally slated to launch in October, but was delayed to December 4, 2012. Four multiplayer maps are included – the Roscoe street subway map from the first game, the Hoboken dive Marty's Bar, a yacht level called Shoot First, and a Gang Wars map called Canal de Panama. Other additions include the IMG 5.56 and UAR-21 assault rifles, new avatars, and the Hangover Burst which makes enemies spawn with reduced stamina, health and blurred vision.[47] The final DLC, titled Deathmatch Made in Heaven, was released on January 22, 2013. It adds four new multiplayer game modes: a survival mode called Dead Men Walking, Run and Stun, Marked Man and Time Attack, as well as a single player mini-game called New York Minute Arcade Challenge, which is very similar to the New York Minute minigames from previous iterations in the series. It also adds several new weapons and items, as well as a new Burst called Unstoppable, which adds to a player's defensive ability.[48]


Max Payne 3 Official Soundtrack
Soundtrack album by
May 23, 2012
GenreVideo game soundtrack
LabelRockstar Games
Professional ratings
Review scores
Pitchfork     [49]
Consequence of SoundC-[51]

The music was mainly composed by noise rock band Health, with minor collaborations from other artists such as composer Pedro Bromfman.[52] The original theme (titled "MAX: THEME") was included in the launch trailer, and was made available for free download on SoundCloud. The album was released digitally on May 23, 2012.[53] The soundtrack as a whole was nominated for Best Score in a Game and "TEARS" was nominated for Best Song in a Game at the 2012 Spike Video Game Awards.[54]

Max Payne 3 Official Soundtrack
All music composed by Health (the song "9 CIRCULOS" is considered a bonus track and is composed and performed by Emicida, a Brazilian MC and hip hop artist from São Paulo).
5."MAX: NJ"4:14
7."MAX: DOCKS"2:37
8."THE GIRL"4:35
9."MAX: KILL"3:08
12."MAX: FAVELA"2:01
15."MAX: PANAMA"4:09
17."16 230"2:11
22."MAX: FINALE"2:05
27."9 CIRCULOS"3:16
Total length:82:25


Aggregate score
Metacritic(PS3) 87/100[55]
(PC) 87/100[56]
(X360) 86/100[57]
Review scores
Game Informer9.25/10[60]
GameSpy     [62]
GamesRadar+     [63]
The Guardian     [66]

Max Payne 3 received "generally favorable" reviews, according to review aggregator Metacritic, calculating an average score of 87 out of 100 based on 31 reviews for the PlayStation 3 version,[55] 86 out of 100 based on 80 reviews for the Xbox 360 version,[57] and 87 out of 100 based on 30 reviews for the PC version.[56] Among its strengths, reviewers cited its story and action; reviewers were critical of the sharp departure in tone and style that defined the original games. According to Take-Two Interactive, Max Payne 3 shipped approximately 3 million units in its first week.[67] In the first month, the game sold 440,000 units in the United States.[68] One year after the release, the game had managed to sell 4 million copies.[69] Max Payne 3 received Best Animation at the 2012 Inside Gaming Awards.[70] It also received multiple nominations from other gaming publications, including Best Shooter, Top Gaming Moment (Hoboken Graveyard Shootout), and Ultimate Game of the Year by Golden Joystick Award;[71] Best Action/adventure Games of 2012 by Destructoid;[72] Best Shooter, Best Song in a Game ("Tears" by Health), Best Original Score, and Best Performance By a Human Male (James McCaffrey as Max Payne) by Spike Video Game Awards;[54] PS3 Game of the Year[73] and Shooter of the Year[74] by GameSpot; and Best Animation by the National Academy of Video Game Trade Reviewers.[75]

Game Informer gave the game 9.25/10, stating "As much as Max Payne 3 is a fascinating portrait of a man, it tells a great, action-packed story that runs in-stride with Max's inner turmoil."[60] GamesRadar gave a perfect score of 5 stars and stated, "Between its pacing, its presentation, and its excellent gunplay, Max Payne 3 has raised the bar for other action games to follow. Welcome back."[63] The Guardian gave a perfect score of 5 stars and they called it "A masterpiece of underworld carnality, depravity and violence."[66]

IGN gave 9/10, and stated "It touches on the disparity between rich and poor, and how resentment and desperation can fester in the slums and the penthouses alike."[64] Destructoid also gave 9/10, stating "Packed with fast action, brutal violence, and a striking cinematic style, all of the stops have been pulled out to make this the most exciting entry in the series to date."[3] Polygon gave 9/10, stating "It is uncompromisingly excellent, with a sense of focus that has secured Max Payne's legacy once again."[65]

GameTrailers also reviewed it favorably, though slightly less so, giving it a 7.6/10, citing issues with the narrative structure, difficulty and minor gameplay bugs, but applauding the multiplayer modes.[76] Eurogamer gave 7/10, stating "All the same, you can't escape the feeling that Rockstar just isn't as good at a pure third-person shooter as it is with the open worlds of Grand Theft Auto or Red Dead Redemption, and in this linear context it's much harder to put up with its usual missteps in mechanics and difficulty."[59] Edge also gave 7/10, stating "Max Payne 3 might solve the problem of how you manage to reload when carrying more than one gun, but detailing alone can't change the fact that this is a surprisingly conservative game from Rockstar".[58]

The game's depiction of São Paulo was met with mixed opinions by Brazilian reviewers, with most criticizing the accent of some of the Brazilian characters. Rodrigo Guerra, from UOL Jogos, said Max experiences things Brazilians are used to, such as the rich living near a slum, football being worshiped as a religion and corrupt cops finding ways of earning some "extra cash".[77] He also commented that Rockstar's poetical depiction of São Paulo is compensated by the game's "great plot" and that "even the ones who live in São Paulo will believe there is a slum called Nova Esperança - and keep away from there, of course".[77] Vanessa Lee, from Canaltech, criticized the game's depiction of São Paulo for being too similar to Rio de Janeiro, pointing out the "streets decorated with coconut trees, slums located in colossal hills (?), a tropical weather that is not part of the paulistano's day-to-day lives, booming funk (São Paulo is more into RAP), carioca slang and accent, cops that are more like BOPE than GATE) ...". She also criticized the game's Portuguese lines, which she described as being similar to something taken from Google Translator.[78] Alexandre Silva, from TechTudo, praised Rockstar's effort in recreating São Paulo, but also saw some Rio characteristics in it, besides criticizing the fact that Portuguese actors were hired to voice the main Brazilian characters, resulting in a noticeable accent.[79] Érico Borgo, from Omelete, was not as critical of the characters' accents, adding that usage of strong profanity against Max makes the player feel personally offended and praised the fact that some enemies will comment negatively on Max's supposed attempt to be an American hero trying to fix Brazil.[80]




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