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  • Introduction

  • Gameplay Overview

  • Bullet-time Shootouts

  • Painkillers

  • Shootdodging

  • Weapons

  • Last Man Standing

  • Controls

  • Replay Value

  • Additional Content

  • Pacing & Flow

  • AI

  • Storytelling Overview

  • Writing

  • Plot & Player Choices

  • Acting

  • Cinematics

  • Graphics & Atmosphere Overview

  • Art Design

  • Graphics

  • Music

  • Sound Effects

  • Multiplayer Overview

  • Competitive Multiplayer

  • Game Modes

  • Customizability

  • Matchmaking

  • Community Features

  • Conclusion

  • Photo Gallery


This review is based upon 20+ hours spent playing Max Payne 3 on the Playstation 3, including multiplayer and completion of the single player campaign on the normal difficulty setting.

Gameplay Overview

Max Payne 3 is an interesting change for Rockstar, as they're taking the helm of a franchise with a very clear stylistic direction, especially regarding gameplay. The bullet-time dodging and firing is inextricably linked to Max Payne, and it's great to see Rockstar keep the game true to its roots, despite updating some of its storytelling mechanics.

Bullet-time Shootouts

Max Payne is, of course, all about slow motion bullet-time gameplay. It was the game's unique calling card, letting you live out the John Woo bullet ballet action movie scenes in any way you saw fit. Max Payne 3 of course continues the trend, though the game seems designed with consoles very clearly in mind.

You activate bullet-time by pressing the right stick inward, slowing down time and toning down all the audio of the gunfire. This also slows down bullets as they are coming at you, allowing you time to dodge out of the way. While it seems a little counter-intuitive, being quick to activate slow-motion bullet-time is actually a key skill in Max Payne 3, letting you react to enemies that sometimes pop out of nowhere. The game also includes some key action sequences, where bullet-time is automatically engaged and you're given the chance to pick off enemies while Max does something ridiculous.

As in previous Max Payne games, bullet-time is not unlimited, but is built up in a meter on your heads-up display. As you utilize it, your meter drains down, sometimes leaving you in a tricky spot with no choice but to fight it out at full speed. This prevents it from being a crutch, especially in a game with limited health where one errant move away from cover can mean going through your entire supply of painkillers.


In Max Payne games your health is not regenerative, but rather you have to cope with the pain with the use of painkillers. These can be found strewn throughout most levels, largely in offices, bathrooms, and medical facilities. While it does break the immersion a bit to find painkillers in every level, it's a key part of the gameplay of Max Payne 3.

As in previous games, you have a health meter that is a silhouette of your body that slowly fills up with red. When you take enough damage to fill the meter, you die. The lack of regenerative health has some effects on gameplay. Chiefly, while cover is a primary element of almost every gunfight in the game, it's not a permanent solution. Without a shield or anything that regenerates, you are often forced to abandon cover to finish off enemies, lest they whittle you down slowly. As a result, careful management of painkillers is essential to success. Feel free to use them whenever your life bar is half-filled or more, but don't take too much damage or you'll wind up entering a large gun battle with no extra health.


While bullet-time can be implemented manually, it's also automatically engaged whenever you shootdodge. Shootdodging is the awkward term invented by Remedy for the initial two Max Payne games for diving around a room, killing enemies in slow motion. It has two functions, allowing you to avoid enemy fire and slowing down time.

In Max Payne 3, the mechanic works just as it always has, sending Max hurdling around the area. There are some key things to keep in mind when you utilize it, however.

The first is that shootdodging bleeds your bullet-time meter, but speed only returns to normal when you press the right stick in again. Second, bullet-time ends as soon as your shootdodge has you hit a surface, whether that's the floor or a wall. Shootdodge directly into a wall and you'll find yourself in full speed, getting shot at repeatedly. Third, shootdodging also moves your collision boxes. While this is great for avoiding enemy fire, it also means you won't be kept on ledges by certain railings, making it pretty easy to fall to your death.

We found shootdodging worked well in Max Payne 3, but it was mostly useful early in a fight or for quickly retreating to cover. After a shootdodge you will lay on the ground prone until you hit a directional button, letting you continuously fire until your enemies are taken out. The game's animation engine also dynamically adapts to your surroundings, allowing you to realistically turn and roll as you aim in a full 360-degree arc around you. Getting up, however, often involves Max simply standing up straight, meaning it's easy to shootdodge, accidentally stand up, and take a mess of gunfire before you can get back behind cover.


Your weapons in Max Payne 3 are limited rather exclusively to sub-machine guns, pistols, rifles, and the occasional grenade launcher. While your enemies can lob grenades at you, the lack of grenades on Max's part seems a little ridiculous, and it often makes taking down enemies who are in cover a frustrating exercise.

The weapon loadout at any given time is actually pretty realistic, as you're able to hold two pistols and a two-handed weapon at any one time. You can use a single pistol, the two-handed weapon, or switch to dual-wielding the single-handed weapons. If you dual wield, however, you drop whatever two-handed weapon you had.

The one frustrating part of the various weapons you pull off of enemies is the accessories. Often an enemy will enter a room with a laser sight, red dote scope, or flashlight attached to their weapon. While this adds variety and realism, these actually present a bit of a problem. Namely, having a weapon with a laser sight eliminates your on-screen aiming reticle, for which the laser sight is just a poor substitute. In addition, we noticed substantially more recoil with the laser sight than we did with the exact same weapon and no sight attached. This is extremely frustrating if you've got to take down a room of enemies who are hiding behind cover, only your aim is inhibited because the game has suddenly decided to include recoil with your weapons.

Last Man Standing

If you have painkillers left in your inventory, however, you go into what is called "Last Man Standing." In this mode, you can prevent death by killing the enemy that killed you. If you succeed, you use a painkiller, restoring some of your life bar. This mode functions in slow motion, just like bullet-time. Even if you've activated free aim, the game automatically soft locks onto the target you need to kill. This is essential when you are killed by an enemy that is either out of your sight line, or is inside a group of enemies.


The controls for Max Payne 3 are pretty simple, using the two analog sticks for movement/aiming, while the trigger keys toggle aiming modes and firing. Bullet-time is activated by pressing the right stick down on the PS3, but it also automatically engages when you attempt a shoot-dodge. The default setup mostly doesn't present a problem, though using the up directional key for painkillers does require you to take your thumb off the analog stick, so you stop moving.

The aiming is pretty responsive on the PS3, and you can tune it to also lock onto targets or remain in free aim. The guns don't provide any kind of recoil, so it's not difficult to pull off four or five headshots in a row during one bullet-time session. The game provides a reticle in the center of the screen, but this only comes up when your character is actually aiming, so you can't just stay behind cover and line up shots without exposing yourself first. When you do have an enemy in your sights, the reticle turns red, helpful for picking off enemies later in the game who don't abandon cover often.

Replay Value

Max Payne 3's single player campaign doesn't present much in the way of real replay value, though the game does feature two unlockable difficulty levels and some collectible weapons (gold variants of the in-game ones) that you can grab on your first play-through. These do provide some bonuses on a second trip, such as unlimited ammo, but there aren't any branching story paths or alternative endings (that we're aware of) that would justify going through the campaign more than twice. The campaign is plenty long enough (in the realm of 12+ hours, depending on difficulty/skill level), and the addition of multiplayer gives you something else to do with your time than go through the same gunfights all over again.

Additional Content

Most of Max Payne's achievements and objectives are attainable the first time through the game. The golden guns collectibles are found in pieces throughout each level, though most are just in side rooms that you might otherwise not explore. They're worth getting if you want some visceral fun on a second play-through with unlimited ammo, but otherwise don't offer much.

For power gamers the achievements are almost all attainable on a first play-through, though some are very frustrating. In one sequence you are standing on an unstable platform, and only get an achievement if you nail a headshot on a bad guy while it's shaking. It's not impossible, but it's frustrating because even diving into a shoot-dodge (in mid-air where, theoretically, you shouldn't still be shaking just because the ground is) your aim is still shaken up to the point that it's impossible to control.

Pacing & Flow

Max Payne games are all about expedience, pushing through relentlessly from gunfight to gunfight. The writers—both Remedy and this Rockstar version—have always done a good job of giving you a reason to push onward quickly. There's really not much of a letup in this game, as the few "stealth" sections of Max Payne 3 mostly involve getting one or two shots in on unsuspecting enemies before an all-out war breaks out.

The frustrating parts of the game, though, are the sudden difficulty spikes that take over. Even if you're an expert Max Payne player, expect to die frequently in some sections until you get it right. The bullet-time and shoot dodge mechanics help out, but they often involve leaving cover, which frequently is enough to get you killed if you don't have painkillers stored up. Mercifully these sections aren't all that common, but there are some real headscratchers tossed in this game that, when you die, force you to return to a much earlier point.


The enemy AI is quite good in this game, with different enemies taking varying approaches to take you down. Max Payne 3 sees you squaring up against a range of enemies, mostly falling into two groups: gangs and paramilitary. The gangs tend to rush you pretty quickly, leaving them open and easily killed. The paramilitary are often wearing body armor and stick to cover, meaning they're much harder to kill. They're also quite accurate, so hanging out behind cover doesn't always work, as you will still take damage.

Storytelling Overview

Max Payne has always been an interesting game series from a storytelling perspective. Helmed by Finnish developers Remedy Entertainment, Max Payne and Max Payne 2 called heavily on Norse mythology, with a film noir underpinning that left you with a knot in your stomach, waiting to see just how deep into Max's psyche the storytellers would dare go.

With Rockstar Games taking over for Max Payne 3 there are some definite changes in style, though the tone and spirit of the first two Max Payne games is definitely intact. There's not nearly as much of the weird, psychadelic style that was a hallmark of the Remedy games (i.e. no dreams of blood-soaked hallways with baby screams reverberating through your speakers), but this is just as dark of a tale as you'd expect for a guy who just can't seem to catch a break.


Max Payne 3 is told much in the same was as your typical GTA-type games, with in-engine cutscenes punctuated by gunfights. Though completely linear, Max Payne 3 definitely feels like a Rockstar game because of this. The one major change is the use of Max as an informed narrator, often reflecting on the mistakes that have led him to where he is. Because of this position, Max's narration is separated from the action, often reflecting immediately after particularly tough gun battles.

The story begins with Max Payne about to execute a smoldering body blown half to hell, Max's head shaved looking a little bit like John McClane at the end of Die Hard. After two games of Max flying around in his signature trenchcoat, hair slicked back, it's hard to tell which character is more unidentifiable: Max or the charred corpse he's standing over.

Like Max's appearance, the changes in style are mostly just skin-deep, as this is still very much a Max Payne game. The use of a strict graphic novel-style narrative gives way to mostly in-game cutscenes, but there are still comic touches that echo the previous games. Max's narration—the chief storytelling element throughout Max Payne 3—is just as dark as always, providing a guided tour on yet another dark chapter in his life.

Plot & Player Choices

As in the first two games, the plot drives Max Payne. This is a strictly linear game, a fact that seems correct given that every level involves some exigent factor that forces Max to run headlong into trouble. There's no time to consider your options, as you have to constantly press forward toward your objective. Unfortunately, this also doesn't allow you to get swept up in the story much, and there's a constant nagging feeling that you're wondering why this character cares beyond the fact that he's been set up. Despite all the backstabbing and confusion surrounding Max, we often felt we just wanted him to get pissed off, if only to give the intense violence a sense or purpose beyond getting into the next room.

With the change in storytelling style, Max Payne sticks to a mostly narrative style. You pick up extra pieces of story along the way by examining clues in your surroundings, but most of the blanks are filled in by short cutscenes and Max's narration. This also helps to prod you along, as the narrator will often give you a not-so-subtle clue about where to go next if you hang out in one area a little too long. Player choices don't have a massive impact on the plot, as there's little you can do but shoot first, shoot second, and maybe ask questions of yourself later.


The acting in Max Payne 3 is superb, as we've come to expect from the last few Rockstar games. The voice acting in the game is superb, with a good range to the cast. The voice of Max, James McCaffrey, is once again phenomenal, lending considerable gravity to his lines.

In general the characters in Max look and behave more lifelike than in any previous Rockstar game save for Red Dead Redemption. The RAGE engine does a good job of handling minor facial expressions, but there are still some issues (wrists still move funny, water pouring looks off, hands don't interact much with what they're touching). Overall the motion capture is well done (especially in gunfights), but this generation of consoles is starting to show its age.


The cinematics for Max Payne 3 are done entirely in the game's engine, though with crisp cuts and camera work allowing for a more cinematic framing. This helps with the immersion, as you're not cutting away to a dramatically different level of graphics, especially as you're never away from the action for too long. Many of the game's best cinematics end with a bullet-time section where you have to take down one last enemy in a dramatic way, with a few quick time events sprinkled in for good measure.

These sections are often very impressively played out, but they often end with a visceral scene where you watch a bullet unceremoniously rip through the final enemy. During this cutscene you're able to hold a button to slow down the action even further, while continuing to hold the fire trigger will cause max to pump his now-dead enemy with even more ammo as he falls.

While Max Payne is certainly a game about bullet-time action and killing enemies by the truckload, these cinematics feel more like carnage for the sake of carnage, with gruesome wounds that, to put it lightly, come off as gratuitous. It's the endings to these cinematics that are the most disturbing, and you have to wonder if, in the end, they say more about the player (or who Rockstar thinks the player is) than the character they're actually controlling.

Graphics & Atmosphere Overview

While you obviously never want to judge a book by its cover, right from seeing the cover art for Max Payne 3, it should've been clear that this is a Rockstar game, through and through. As such, the engine, the storytelling style, and the graphics would all look right at home in any modern Grand Theft Auto game. With a dark tale about a man who still seems hopelessly haunted by his past, the game is as gritty as you'd expect—perhaps darker than any previous Rockstar title, with the exception of the Manhunt franchise. But where Manhunt and Manhunt 2 sometimes seemed to employ violence for violence's sake, Max Payne always seems like he's just trying to do the right thing—however wrong that turns out to be.

Art Design

Max Payne 3's art design is a strong pivot from the previous two games, with a much more gritty, real rendition of its main character. Max looks very much like he did in Max Payne 2, but undergoes a physical transition that gives him a totally new look—even if the character himself doesn't go through quite the same level of change.

Like the original Max Payne, the environment itself seems to be as much a character in the story as Max himself. Sau Paulo, Brazil comes alive in the RAGE engine, though Rockstar's probably going to do little to attract tourism to the city. The time spent in the favelas, especially, show just how good this engine can be. With all manner of detritus around, these levels look legitimately lived-in, with dwelling after dwelling latticed in on top of one another, so heavy you can barely breathe. It's a departure from the look of the first two games, but like the main character, I think it's clear this series was due for a change of scenery.


The graphics in Max Payne 3 are, for the most part, quite good. The texture detail is largely superb, though there are some aliasing and other issues on the Playstation 3 version (we didn't play the Xbox 360 version). Again, this engine struggles at rendering blood and water outside of large bodies like oceans and rivers, but the lighting in the game is superb. The characters themselves look and move realistically, though the engine does occasionally see some hiccups where a shoot-dodge ends prematurely against a wall, resulting in Max flipping over and over repeatedly until the character finally resets standing up

The animations are otherwise very good, especially the ability to turn, realistically, in 360 degrees on the floor. It doesn't come in handy all that often, but when you need to make a slow-motion 180 on the ground to get the last bad guy, the game handles it with aplomb. Killing bad guys also looks very realistic, with enemy death animations often holding up even in the ultra-slow motion bullet cam that the game allows for.


The music in Max Payne 3 is right in keeping with the first two games, with the stellar main theme accompanied by mostly dark, ambient tones that rise with percussion when action is about to take place. The music never really reaches the heights of a game like Red Dead Redemption, but with most of the game spent in a firefight as opposed to exploring around, that's hardly a surprise. The music serves its purpose, buttressing the film noir tone of the game while subtly tying this third entrant to the first two games in the series.

Sound Effects

The sound effects in Max Payne 3 are good, with the transition from real time to bullet-time pulled off very well. The game could use a wider selection of "I just got shot" groans (these get old fast when you're taking a lot of fire), but the guns themselves all sound rather distinct, with a great deal of bass. If you have a quality surround sound system with subwoofer, Max Payne 3 is a game that will sound great. On a smaller setup with a little less punch, the game will lose some its gravity. Our advice: turn up the volume until the neighbors complain.

Multiplayer Overview

Multiplayer in Max Payne 3 is an independent mode from the single player missions, though much of the gameplay is the same and many of the modes draw off of the single player narrative. While not all entirely story driven, the gunplay and modes all reflect the type of action and pace that we've seen throughout the single player game and in previous Max Payne titles. In Max Payne 3, many of these modes also pull directly from the same locations as seen in the game.

Competitive Multiplayer

Max Payne 3 utilizes a number of story- and group-driven game modes that often involve extended multiplayer battles that take place over longer sessions than you typical deathmatch. The competitive multiplayer involves you choosing an avatar that you can customize and taking it into the game. As you play through certain modes and accomplish feats such as killing enemies you gain XP, which levels up your characters and gives you special abilities called bursts. These bursts involve the series staples like bullet time, as well as certain weapons perks. They spice up multiplayer, but don't imbalance much, though they occasionally can result in some frustrating situations where you feel helpless against an overpowered enemy.

Game Modes

While deathmatch and team deathmatch are still options, the multiplayer game modes in Max Payne 3 are designed mostly around the "gang wars" and "Payne killer" modes. In "gang wars" you play for a specific team through multiple consecutive sessions on a single map. Winning one session often grants your team advantages in the next, though these are dependent on the mode and map that you are currently playing. This grants a sort of narrative to your multiplayer session, though these advantages are not, by themselves, overwhelming. It's an interesting way of keeping players engaged in mutliplayer for a longer period of time, but it makes it more difficult to jump in and jump out of a session for a quick play.

In the "Payne killer" mode two players are set up as the story's main duo of Max Payne and his partner Passos. These two are then put up against the rest of the server in a battle to stay alive as long as possible while taking out each other. If any of the gang characters kill Passos or Max, they trade places and then are granted the same priveledges, with the same task of staying alive.

One of the frustrating aspect to the multiplayer is the use of "training grinds," or specific online achievements that have to be fulfilled before your character is allowed to compete in the higher-end game modes. While this does keep the learning curve a little less steep, it means that if you're an excellent Max Payne player and want to play with your more experienced friends, you have to accomplish feats like killing 100 enemies before you can play with them in the "hardcore" game modes.


In multiplayer your online avatars are customizable in both appearance and loadout. You can begin with some basic avatar models that align with the many factions you see in the game, adjusting from there. In addition, you can choose from specific loadouts that are in the game or customize your own. These give you your starting weapons, though you can pick up other weapons as you go, blasting through the level.


When you scroll through the various mutliplayer modes in Max Payne 3 you are given a readout of how many players are currently online in those servers. Given that this number usually only reached around a few hundred or so per gametype, we're assuming there was some backend searching to match up with only faster, local servers on the Playstation Network. We did not play mulitplayer on Xbox Live, so we can't attest to the difference in experience. In general, we found the connection to be decent, though playing over wireless we did notice the typical amount of lag that comes with that setup.

It should be noted that the multiplayer game modes are separated into two styles: free aim and soft lock. The soft lock styles are more the beginner and training modes, while the free aim modes include the "hardcore" modes, which can only be played after unlocking the training grinds we mentioned earlier.

Community Features

Rockstar has introduced a new feature with Max Payne 3 called "crews," which essentially function like clans for the game. The difference being that the crews from Max Payne 3 are designed to carry over into other titles. The unnamed, yet rather obvious, beneficiary of this design is the forthcoming Grand Theft Auto V, which we imaging will take full advantage of the ability to use crew association. The crews can be private, or you can join a public crew that is available to anyone.


Max Payne has always been an interesting franchise, to say the least. Remedy Entertainment crafted two very unique, memorable games, both in terms of their slow-motion bullet-time gameplay and the dark, film noir story they told.

Rockstar Games has managed to develop a sequel that captures both of those key elements, while also putting their own spin on the series. Max Payne 3 is every bit the Max Payne you remember from the first two games. Grizzled, addicted to painkillers, and haunted by those he's lost, Max never seems to catch a break.

The change in locale puts some spice back into the Max Payne story, while also giving Max a reason to press onward toward a new goal. This Max Payne is a little different, motivated less by revenge and more by the hope that maybe he can do something worthwhile before he's all washed up; he's a potent mix of Denzel Washington in Man on Fire, Tom Jane in The Punisher, and Bruce Willis' character from Sin City. If that sounds like a guy up your alley, then you and Max will get right along.

The gameplay of Max Payne 3, despite being picked up by an entirely different development group almost a decade later, is quite similar. What's changed, primarily, are the storytelling styles. While elements of the graphic novel paneling remain, Max Payne 3 feels mostly like a darker, grittier Grand Theft Auto. The film noir dialogue returns, but it's done in a narrative, voiceover style, with Max recalling the events that have now led him here.

The story doesn't have the same heady spins and mythological references, but for a game that seems more grounded in realism, that's a welcome change. Gone are the odd dream sequences, wandering down invisible, floating trails of blood while a baby wails in the background. This Max is still haunted, but he seems to play it closer to his chest. The first two games stand apart largely for their style, and we're glad Rockstar told the story their way, rather than try and emulate what Remedy did.

Built on the same RAGE engine as GTA IV, Max Payne 3 looks phenomenal, with realistic locations that seem legitimately lived in. There are some graphic and physics quirks, but on the whole it's the prettiest game in the series, as you'd expect given the gap in years.

The result is a game that plays just like Max Payne games of old, but has enough differences to let you know that Max has changed. This is an older, if not wiser, Max Payne who's been pushed back into a life of violence. He's got scars, of course, but he's not done yet—as he says early in the game, what else has he got to lose?

Meet the tester

TJ Donegan

TJ Donegan

Executive Editor


TJ is the Executive Editor of He is a Massachusetts native and has covered electronics, cameras, TVs, smartphones, parenting, and more for Reviewed. He is from the self-styled "Cranberry Capitol of the World," which is, in fact, a real thing.

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