Max Payne 3 Retrospective: The Hollow Sequel

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Max Payne. For a certain generation of PC gamers, the very name ignites memories of tough detectives and bullet fights. For the gaming industry as a whole, it helped introduce bullet time as a game mechanic, quietly revolutionizing the shooting action. He established his own narrative voice with a mixture of acerbic wit and noir style. There’s a reason why nearly two decades after their original releases, the community is excited about the recently announced remakes.

Then there is Max pay 3, released 10 years ago today. This was the entry developed not by the original creators Remedy Entertainment, but by Rockstar Games. That’s important because, with publisher Take-Two Interactive owning the IP since the first game was released, much of what made the series stand out was due to Remedy’s creative voice. This change in the creative team, design ethos, and overall storytelling ethos is why this entry is considered the odd one out by its fans. Plus, upon revisiting it, it’s an experience that has only grown more bitter and petty with age.


Warning: this retrospective will contain spoilers on the Max Payne series.


Here we go again.

Max pay 3 Retrospective – Running away from the past

When it came to Rockstar deciding to create Max pay 3, it was basically an uphill battle from the start. Both Max Payne 1 and 2 were action games about a New York City cop fighting organized crime for revenge after the murder of his wife and child. On paper, the developers of Grand Theft Auto seems like a perfect fit for this sort of setup. Except that not only Max Payne 2 considered a sales disappointment, Remedy’s attitude with the second installment was treat it as a final story with the characterone where there would be no details.

From a business perspective, this meant that exceeding the same rates risked diminishing returns. From a narrative point of view, Max Payne 2 the story had a definitive, albeit tragic, ending. Max loses the last of his friends in a betrayal shootout and his love dies in his arms. As the title suggests, the main hero falls but ends up emotionally accepting his pain and moving on.

Finally, while bullet time was groundbreaking in 2001, when Rockstar announced the third game in 2009, just about every modern action game had it in some form or another. the FEAR games, Raven Software Wolfenstein, Strangulationeven the Rockstar one Red Dead Redemption was inspired by a shape or form. From a storytelling and gameplay perspective, Rockstar had to justify returning to this character, make something feel familiar again, and make it their own.

Presentation-wise, it does a great job of putting you in the mindset of someone barely held down by whiskey and painkillers.

Rockstar’s new creative direction for Max pay 3 was all over marketing. The tortured detective would not fight a new wave of crime in New York, but drug lords and paramilitary organizations in Sao Paulo, Brazil. Posters and concept art removed comic book stylization, focusing on grime, sweat, and grit. Even Max’s iconic look has been replaced. The result was a game that seemed more inspired by Tony Scott than John Woo.

As for the notes on the production itself, they are rare. Aside from a few E3 presentations showing demos and some printed interviews, not much is known about the development of Max pay 3. However, since the game has been delayed multiple times – originally slated for a Winter 2009 release – and Rockstar is known crisis storyit probably wasn’t pleasant.

Max commenting that he was drunk.
Max constantly talks to himself like that. He is aging fast.

Max pay 3 Retrospective – The view from the bottom of a bottle

As for Max pay 3 as a game, time has not been kind to him. As for production value, much of it still looks good, which is a testament to Rockstar’s audiovisual polish. The game even has a soundtrack written entirely by British rock band Health, whose album is be reissued on the occasion of the anniversary of the game.

However, both as a standalone story and as a sequel to what came before, the narrative is a hot mess. The entire plot is framed as an extended flashback with Max’s mind racing back and forth between key plot points. Presentation-wise, it does a great job of putting you in the mindset of someone barely held down by whiskey and painkillers.

The story just doesn’t stand up to scrutiny no matter how you slice it.

But once that very narrative framework is removed, the story no longer makes sense from a narrative or character perspective. To sum it up, Max ends up getting fired from the police and gets attacked by the mob. An old friend from the force sets him up as a bodyguard for an incredibly wealthy family in Sao Paulo. The family is attacked by several different organizations, which triggers a series of chases and shootouts. Max nearly kills himself multiple times to save these characters he has no interest in. Eventually, Max finds out that all the wanton destruction, assassinations, kidnappings, etc. were all hosted by a family member. For power. Part of that plot was to make Max the scapegoat for it all. Cue one last gunfight where Max stops it, throws in the credits.

The story just doesn’t stand up to scrutiny no matter how you slice it. while you play Max pay 3, the story continues to find ways to fill up and wear you down. Characters are captured, saved, and then captured again multiple times. The levels and scenarios feel more contrived than organic, the most obvious being a sequence on a yacht in Panama that goes on too long. Cutscenes are filled with caustic dialogue by vapid caricatures of people as Max recounts how badly he yearns for death. Most of the dialogue is in Portuguese with no subtitles, further obscuring how worn out the story is. Worse still, they can’t be skipped because the cutscenes hide the loading screens.

Max in a boat screaming how bad things have gone
Pure middle-aged energy right there.

Once all is said and done, the major plot twists and character motivations also fall apart. Why make Max Payne the scapegoat for a criminal conspiracy, the one-man army that has already taken out entire drug rings, and then send him to fight said criminal gangs? Why does Max continually self-destruct with drinks when it comes to characters he just met? Why focus so many cutscenes on dark political machinations when the final reveal itself ends up being so mundane? Finally, there is the baggage of previous games. Why is Max effectively repeating the same redemption arc he had before? Where is his wry, self-aware sense of humor that humanized him?

Not only is the story bad, it shines a light on lead writer Dan Houser’s worst habits as a storyteller: obnoxious, insufferable characters, an undercurrent of nihilistic self-destructive misery, a patchwork of barely-there vignettes. connected, a ton of meandering vulgar dialogue devoid of self-awareness or levity; all are present until the credits.

At the time, many outlets were praising the title flawless review of violence and self-destruction. But in 2022, much of that commentary and attitude is so much ominous white noise compared to sharper, more concise experiences about violence and addiction like Special operations: the line and Disco Elysee.

Max Payne firing a pistol in slow motion, a high score is visible in the corner
Phew, now I can just focus on the fight.

It all went to hell in a minute in New York

On the other hand, the shootings of Max pay 3 still hold a lot of their punch. The series’ signature bullet time is used to further emphasize accuracy and target acquisition in this installment. Various settings will task you with killing a room of enemies as quickly as possible with little margin for error. New enemies will start wearing armor and helmets, forcing you to be more accurate with your shots. You can even fire explosives into the air. This is combined with Rockstar’s focus on stronger, heavier physics, making the use of bullet time a valuable resource. Performing a John Woo shot dodge is more of a calculated risk than a strategy of choice here.

In fact, the best way to play Max pay 3 is now Arcade mode. It excises a ton of narrative cutscenes and replaces them with a scoring system. There’s even a collection of modifiers like not being able to take cover or only headshot kills. Considering how frivolous and insubstantial much of the narrative is, focusing solely on quick and easy gunfights is the way to go.


In all, Max pay 3 is an angry and hollow sequel. It continues a character’s story beyond its natural stopping point and does so with petty vice and contempt. As an action game, it feels more like a test kitchen of scenarios and settings than a cohesive story. It’s an experience so built on excessive and relentless misery that it forgot to have a personality.

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