
Max Payne FAQ/Walkthrough Version 1.1
Submitted on January 7, 2002
Written By: Matt Hulbert (rocky1328@aol.com)
http://www.gamefaqs.com/features/recognition/4150.html


  1.) Prologue
  2.) Basic Gameplay
  3.) Strategies/Walkthrough
  4.) Characters/Weapons
  5.) Cheats/Codes
  6.) Contributor Credits
  7.) Legal Information


Warning: There may be spoilers ahead, read carefully.

================================================================================
   1.) The Prologue
================================================================================

   In the backseat of a moving car, I am cut loose from the city. It watches me
pass with sharp neon eyes. The night has gilded the skyscrapers in silver.
Every brick wall is covered with graffiti. The image of a green "V" with a
syringe in the middle, repeated over and over. V for Valkyr. The Drug. The red
and blue of the police car's lights flash on the white snow.

   Something goes clank in the night, and the sound is close enough to a
gunshot to take me back to the beginning. My last meeting with Alex before I
went undercover. Sitting in a crummy diner opposite me, he had grinned, a
friendly bear, but I had seen it in his eyes. We hadn't been on the side of the
winners in a long time. He was playing it safe, talking shop:

   "To get to the source, we need to get to Jack Lupino. For that, you need the
trust of the small-timers in the Punchinello family. Joey and Virgilio Finito.
Lupino's number one man, Vinnie Gognitti. All the wiseguys."

   It must have been there. The sign of things to come. Clear in the fear in
Alex's eyes, in the darkness of the coffee I was drinking, in the way my
Beretta hung painfully into my side. But we were blind to it then, closing our
eyes to it. Refusing to see. Later that night, Max Payne as a DEA special agent
was erased from the vast network of databases, and replaced with a new version
of me: Max Payne, the career criminal with a mile long rap sheet.

   A couple of days ago it had all come crashing down. The bad things came,
like a winter storm. Pushed over the edge, I found myself in that cold no-mans
land between right and wrong.

   No road-signs. On a crash-course with the mafia. With nothing to lose. The
NYPD was trailing me by the dotted line of empty shell casings that I left
behind. I was trying to look for the answers, but every gunshot, instead of
closure, was just a hole with more questions leaking out. A spreading labyrinth
of questions, like a pool of blood spreading on the snow.

   The car stops in the traffic lights. Outside, the lights paint the snow red,
like the whole city was in flames. But inside, in the shadows of the car, its
all done in blues. I know I'm lying to myself. No amount of painkillers can
keep this ache away. No lie can hide it. It didn't start in the diner with
Alex. It started three years ago in my bedroom. And I haven't left that room
since. The killer dead at my feet on the floor.

   Michelle lying on the bed. Bullet holes like rubies in her chest. Our babies
cry cut short, the absence of it heavy in the air. That gunshot, like an
exclamation mark to end it all, the answer to all my questions, had already
rung out a long time ago, even its echoes gone. The gun was fused to my hand
from that moment on. That room inside me where I go. Especially now as the city
presses close to the windows of the car, its monstrous eyes in the rearview
mirror. My hands numb and held awkwardly behind my back. Everything that came
after that room is a hopeless mess, a chaotic swirl, rising nausea that tastes
like rust in my mouth.


================================================================================
   2.) Basic Gameplay
================================================================================

***The Tutorial***
- I would highly recommend that you take the tutorial before you start the
actual game, it allows you to get used to the controls and learn what
everything is called, what it does, and why and when you need to use it. The
controls with the double joysticks are a little tough at first, so this is a
good chance to get used to it. Once you can go through the tutorial without any
trouble, your ready to start the actual game.


***How the Health Works***
- The health meter isn't in the standard colored bar that goes down when you
get shot, instead it is in the form of a body. Each time you get shot, a little
bit of it will go red. When the whole thing is red, your dead, kind of like
Tetris when the thing is to the top, say goodnight. Now you can find
painkillers throughout the game and take them, and it will decrease the damage
in the body meter. The most painkillers you can carry at one time is eight, so
try not to waste them.


***Bullet Time***
- This is activated with the L2 button. It is measured by the little sand thing
next to the body meter, this tells you how much bullet time you have left. This
is basically like slow motion, and you can dodge bullets, aim better, and do
crazy looking matrix kind of stuff with the double Ingrams. This is really
cool, and your going to need it, its very useful later in the game. When you
are against a large number of enemies, this might be an option to consider.


***ShootDodging***
- This is pressing the R2 button along with a direction (while your moving) and
you will dive in slow motion, and you can do what it says, avoid shots. This
will take a little from your bullet time meter, which by the way can be
recharged by killing an enemy.


***Dodging***
- Pressing L2 plus a direction will cause Max to dodge the oncoming shots. I
don't use this that much, but you might need it so always be ready to hit the
buttons. I prefer regular bullet time, but you might not always have enough in
the meter to pull that off, so consider when your in a bind.


***Getting Items***
- Whenever your going through the game, and our in rooms or something, always
check things that can be opened. This includes cabinets, lockers, etc. A lot of
times you can find painkillers and ammunition in them, and sometimes things
that are vital to the game.


***The "!"***
- Whenever this pops up around your head, it means you are near something you
have to acquire or activate. This could be a letter you have to read, a lever
you need to pull or a TV/Radio you need to turn on. Usually Max will say what
you need to get to, but sometimes you'll have to figure it out. If your not
sure what I mean by the "!" go back and redo when he answers the phone in the
very beginning, and you'll see it.


================================================================================
   3.) Strategies
================================================================================

-------------------------------------------------------------------------------
- Basic Shooting 101 -
-------------------------------------------------------------------------------

   Guns were made to be shot, so naturally since you have such a large
selection to choose from throughout the game your going to be tempted to use
them all. So here's just a couple little things to keep in mind. When your
dealing with range, the shot gun is not gonna do anything unless your close
enough for the pattern not to spread out so far that more than a couple pellets
hit what your shooting at. Second thing, the sniper rifle and Colt Commando are
not really your best choice of weapons for a guy that's 2 feet away. Don't be
afraid to use your pistols either, sometimes they'll be a life saver.


-------------------------------------------------------------------------------
- Using your Sniper Rifle -
-------------------------------------------------------------------------------

   The sniper rifle as I mentioned above is not needed in close distances. As
you will read below, my best guess would be that this is a 7mm Magnum Rifle,
fitted with an adequate scope. When your using the rifle, your probably only
going to get one shot, because its so loud, so make sure you hit what you need
to. Whenever you have a chance with the sniper rifle, don't shoot for the head.
The head is like the most narrow place you could try for, and any movement in
the target is probably going to throw of the shot, then you've lost your
stealth edge and the whole thing is shot to hell. You want to aim right between
where your lungs would be, the solar-plex. Its high enough up for an immediate
kill and you won't have to worry about a small movement throwing off the shot.
Once you've made the shot, hit or miss, you need to get out of the scope mode
and equip something to fight multiple enemies with, as you've basically just
alerted everyone in the area to your presence.


-------------------------------------------------------------------------------
- Spray and Pray -
-------------------------------------------------------------------------------

   Not a very orthodox method of getting the job done, but it is one of the
more amusing ways, and every once in a while it might actually be necessary. By
spray and pray, I basically mean that you equip something fast, like the Dual
Ingrams for instance, and just hold the trigger points every which way in the
basic direction of the enemy and just sending out so many rounds one of them,
hopefully has to hit someone. This is a good technique when you don't have time
to snap shoot every single enemy in a room. Like in the hotel, when you walk
into a room and theres four guys, if you try to pick each one of them off with
a pistol your gonna take heavy damage, so if there not all together (if they
were you could just use the shotgun) but if they're not, just equip the fastest
weapon you've got and bust in Rambo style.


-------------------------------------------------------------------------------
- Thoughts on Cornering -
-------------------------------------------------------------------------------

   In the first stages of the game, this is something that's very important,
its also something not that easy to do at first, because Max Payne is really
the only game that forces you to use both joysticks to control the character.
When your going around a corner, it's a good idea to turn the way you will be
walking once you turn the corner, and then just move sideways so your already
facing that way, and will have a lot more time to get shots off if you have to.
Now some people just like to run and bust around the corners, and hope they're
fast enough to kill whatever's around it, that might work sometimes, but
strifing the corner is the most efficient way to get it done.


-------------------------------------------------------------------------------
- Using Grenades -
-------------------------------------------------------------------------------

   Grenades are not really my favorite thing in the world, on this game anyway.
They don't have a very big blast radius, and on this game you don't really have
enough time when you first enter a room to use them as a neutralizing device.
The only place I've found they really came in handy was going around a corner
that I knew was crawling with targets. This will give you a head start on
whatever is still alive when you make the turn and a smoke screen for a couple
of seconds, which is also a nice little edge. Be careful not to bounce them in
the wrong direction, because you don't need to be fragging yourself.


-------------------------------------------------------------------------------
- Sound Tip-Offs -
-------------------------------------------------------------------------------

  Hopefully this is just common sense, but you never know so I stuck it in
here. Sometimes when your going around corners, or are about to enter a room,
you can hear voices or a sound that will tip you off that something is there.
This is very evident in the beginning of the game, much more so than towards
the end. A prime example of this is in the Subway Station (Roscoe Street
Station) around like three of the corners your tipped off by noise. Don't let
this advantage go, this is also a good way to know if you can use grenades or
not.


-------------------------------------------------------------------------------
- Snap Shooting 101 -
-------------------------------------------------------------------------------

   Snap shooting is nothing more than turning your gun and hitting a target on
the first try. Like if there was someone behind you, and they fired and missed,
could you swing around, stop and fire all in one fluid motion, actually hitting
the target? If you can, you have nothing to worry about. If you have a problem
with this, its something your going to need to work on, because in a lot of
areas on the game, enemies will come from places you either can't see or don't
expect, and your going to have to be able to adapt. The tutorial is a good
place to practice this, just pick a spot or object and try swinging a 180
degrees and hitting it.


-------------------------------------------------------------------------------
- Easy Their Rambo -
-------------------------------------------------------------------------------

   As comical as it may be to shoot a dead enemy 40 more times just to see how
much more red you can make his jacket and the cement, it is not a very good
idea. Because I can guarantee you, when you run out of ammo when you need it,
your going to say "I am an idiot, if I hadn't wasted it back there." And then
of course you'll thank me for reminding you. Its okay to make sure someone is
dead, but usually you'll know. Another thing, the addicts you'll run into
throughout the game, if they are armed (you won't know until you shoot them) do
not assume that 1 shot will kill them, the first will only make them draw their
weapon, so stay on your toes in this situation.


==============================================================================
*** The Walkthrough ***
==============================================================================

PART 1: THE AMERICAN DREAM

Your going to start out in the front of his house, go through and answer the
phone that's ringing. It's a woman's voice, and she won't call 911, the whole
situation is just odd. Now go upstairs once your off the phone and go into the
bathroom, believe me you'll find it, you'll hear the screams. Try to open the
door that's in the bathroom, but something on the other side is blocking it, so
you can't and there are screams and shots. Now go out of the bathroom and start
down the hall some weird guy is talking and then he will come out once you get
near the door, kill him and then kill the other guy who comes out of the door
in the room. Go into where he came out of and find your wife and baby dead,
kill the rest of the guys, and then watch the cinematic scene.


-------------------------------------------------------------------------------
Chapter 1: Roscoe Street Station
-------------------------------------------------------------------------------

This is a fairly simple stage in the game, so have fun while the easy kills
last. When you get off the train, you need to find Alex, go to the bathroom
just to the left of you, go in and see the blood trail, follow it to the dead
security guard. Now make your way winding through the halls of the station
killing the gangsters until you come to the second bathroom. When you get to
this door, rush in and shoot the enemy before he can kill the worker.

-------------------------------------------------------------------------------
Chapter 1: So Much For Being Subtle
-------------------------------------------------------------------------------

The worker says he can call for help if you will take him to the control room,
so just go back up the stairs to the red panel, when he gets there he'll type
in some stuff and the door will open, the gangster with the shotgun kills him
on the spot. Now hit X at the panel and go into the room, in the next hallway
when the door opens there will be guys waiting. Kill the three men, and then go
to the two doors, use the one on the right and turn the power switch up. Now
you have turned the trains power back on. Go down to where the train was, and
get into it now that the powers back on. At the steering wheel, hit X and start
her up. He will crash it into the wall, now open the door and jump out.

-------------------------------------------------------------------------------
Chapter 2: One Way Or The Other
-------------------------------------------------------------------------------

Be careful in the beginning of the tunnel, there are a couple men waiting where
you can't seem them yet, and there going to start shooting at you. Make your
way down the tunnel and get into the area where you see the lights and the
tunnel leading into the vault, careful on the way there, theres 2 guys right up
the stairs from the tunnel where you are. You will hear men talking, slow make
your way to where you can see them, and take the one out in the doorway, then
quickly take out the other three, because there are more waiting in the next
room. Take them out, then your going to here rumbling Max says "What the hell
was that?" And now go up the stairs.

-------------------------------------------------------------------------------
Chapter 2: Live From The Crime Scene
-------------------------------------------------------------------------------

Go through the hatch into the vault, there is a moderate sized fire fight with
some gangsters, now enter the next area where there will be another big fight.
Now go over to the main console and answer the phone, once you've hung it back
up, use the computer to open Vault C, and go in and get the Bonds. Come back to
the console and open Vault A to get the detonators, go back the way you came
in, through another fire fight, and then go through the rusty door.

-------------------------------------------------------------------------------
Chapter 2: Stepping on Toes
-------------------------------------------------------------------------------

There will be a cinematic sequence of an explosion and then there will be a guy
there with a gun, but its Alex and you'll start talking to him. You will also
see the hitman starting to come, and he takes aim where Alex can't see him.
Alex gets shot and theres nothing you can do because your on the other side of
the guard rail station, so you have to watch him die. GO up the stairs and get
the painkillers, make sure the gate lever is up (it should be anway) and then
go out the gate.

-------------------------------------------------------------------------------
Chapter 3: Playing It Bogart
-------------------------------------------------------------------------------

Kill all of the hitmen in the area and get the letter. There are more guys
outside the door, kill them and then go down the hall. Now there are doors
boarded over that you can go through, you just have to shoot the wood off, so
do that and go out on the ledge, and it should lead to a window, kill the guys
and then go in that door.

-------------------------------------------------------------------------------
Chapter 3: Without Warning
-------------------------------------------------------------------------------

Once your inside there are painkillers in the bathroom, there is also a junky,
might as well just kill him because there annoying. Keep moving through the
area until you come to the large door. There are two rooms you need to get
through and there are some fire fights on the way. Once you get into the room
with the TV, turn it on and watch the news broadcast. There is painkillers in
the locker in the same room, and you need to go and enter the door that is down
the hall from the room your in.

-------------------------------------------------------------------------------
Chapter 3: A Few Hundred Bullets Back
-------------------------------------------------------------------------------

Once you get into the room, there is a junky, and you can kill him but be
careful because he has a gun and when you shoot him he pulls it on you. Get the
letter out of the desk in the next room. Shoot through the boarded door and use
the ledge. Now make your way to the furnace room, shoot it and when it explodes
you can jump down the hole it leaves. When you get in there, get the tape and
then get into the elevator (through the camera room).

-------------------------------------------------------------------------------
Chapter 4: Caught In The Crossfire
-------------------------------------------------------------------------------

This is a very simple area, theres hardly any men to fight and all you have to
do is enter the correct room and pick up the paper, read it and then make your
way to the next area.

-------------------------------------------------------------------------------
Chapter 4: Rico Muerte Big Time Hustler
-------------------------------------------------------------------------------

Go into the room with the wooden doors and kill the men in there to get the key
that is on the coffee table on the side of the room. Use the key to go into the
single door that says bar over it. Its going to cut to a comic strip of Muerte
and his girlfriend, once you pop into the picture, kill her and his henchmen,
and he will run to the next room where theres more me, kill them all and then
go to the next room. Have the final showdown with Rico and then your done.

-------------------------------------------------------------------------------
Chapter 4: The Blood Veins of New York
-------------------------------------------------------------------------------

Head down the hall and use the switch board, there should be two men you need
to dispose of and there are also some pain killers. Use the stairs to head up
and go into the club. There are some guys in there talking, kill them and then
make your way out the double doors. Shoot out the glass sun window thing, and
then drop down through. Becareful and make sure you healed before you jumped
down, there is a pretty big firefight that's going to come once you get down.
Go to the booth and hit the exit button, then run out the exit. Note, you have
to get out before the little buzzer stops.

-------------------------------------------------------------------------------
Chapter 5: The Man Riding Shotgun
-------------------------------------------------------------------------------

Your going to see some cinematics of a car peeling out and then a gas tanker
blows up, skidding down the road and it flips over onto its side, creating a
flaming barrier. Note, this is the same way it is in the tutorial. Ok so head
down past where the van is and go downstairs. There are 3 men down there, make
quick work of them. There are also 2 junkies, kill them and make sure they
don't pull guns, two quick shots to the head. Once your done with all this turn
left and then head down the hall and into the next section.

-------------------------------------------------------------------------------
Chapter 5: Something More Sinister
-------------------------------------------------------------------------------

Go down the hall and kill the gangsters, there are also some junkies there,
take them out, but cautiously, I believe they are carrying weapons. Get the
painkillers and then head on upstairs where you will kill another guy and then
answer the phone. Alfred Wooden, seems to be your guardian angel, at least for
tonight, listen to what he has to say, then take out the 2 gangsters. Head out
the door on the right side, shoot off the lock and get the key. Get the letter
off of the counter top and then head out the wooden double doors.

-------------------------------------------------------------------------------
Chapter 5: Let The Gun do the Talking
-------------------------------------------------------------------------------

This is a very simple section if you make sure that you are fully healed up at
the beginning. There will be a lot of activity going on in a very short time,
and if your not paying attention you'll be dead before you know what happened.
With that in mind, at the beginning of the section, head up the stairs and
watch out for the grenades, yes now the gangsters are really packing. After
you've taken care of the men, there will be some explosions and then your going
out the window, and hopefully your not beat up to bad.

-------------------------------------------------------------------------------
Chapter 6: The Alternate Route
-------------------------------------------------------------------------------

Move down the fire escape and you can take out the 2 junkies if you want to, I
did. Head to the door that is lit and enter it. The next door is locked, so go
to the other door you can go in and kill the 3 junkies. Go up the stairs, where
a minor fire fight will take place and then your going to want to go left,
where you will talk to one of the small time hoods, and he will agree to get
you into the laundry. There is another junky of there in the room he's in, this
one is not armed, so you might as well pop him. Now go back to the locked door
that you could not get into before (the Laundromat).

-------------------------------------------------------------------------------
Chapter 6: A One Man War
-------------------------------------------------------------------------------

Once the hood that you picked up in the junky house has talked to the wise guys
inside, they will finally open the door. Once its open, rush in and kill them.
If you do it quick enough they won't really be able to put up much of a fight,
and that's good since there weren't a whole lot of painkillers around recently.
Make your way to the elevator and then down the hall and go in the room. Kill
the man in there and turn on the television. Now head out the window, and get
across the first plank, head through the next room, the window and then the
next plank, I think your getting the pattern here.

-------------------------------------------------------------------------------
Chapter 6: A City Wide APB
-------------------------------------------------------------------------------

Ok, now that your done pretending to be the chimney guy from Mary Poppins and
your into the next building, head down the hall and take care of the guy on the
balcony and work your way around. You will come up behind a couple of guys
tinkering with something on the wall, shoot at them, you might hit them or you
might hit their bomb, either way they're dead. Use the ramp to head up and then
get back to the area that had the balcony, enter this room and then you will
hear some yelling, whatever could it be.

-------------------------------------------------------------------------------
Chapter 6: Fear That Gives Men Wings
-------------------------------------------------------------------------------

Its our good old pal Vinnie Cognitti! Well Max has quite the present for him,
as we watch the cut scene, and Max proceeds to put a bullet in his gut (you
know that hurts like a bitch). Anyway he's going to make a break for it and
naturally you have to fight all of the gangsters, so once they're taken care of
its time to play chimney sweep again, cause were gonna chase ol' Vinnie. Get
the letter, head out the window after reading it and then get across the planks
just like before. Once your across go into the door, and basically keep
following, head upstairs and then enter the wooden door. Your gonna do this
whole stupid thing with a train, it might take a couple tries but you'll get
it, trust me.

-------------------------------------------------------------------------------
Chapter 7: Better Than The Last One
-------------------------------------------------------------------------------

Ok, now its time to play a little jack ass and jump off of the train onto the
pipes. There will be a minor schism between you and some armed men, something
about the mafia, who knows. Anyway, jump across and take out the 2 "snipers" on
the sign and then run from the helicopter (pesky NYPD!) and chase Vinnie down
the stairs (damn he sure moves for someone who was shot 10 minutes ago). There
are some painkillers, get them, OD on them, and then head down the hall and
enter the door.

-------------------------------------------------------------------------------
Chapter 7: Ice Hard and Slick
-------------------------------------------------------------------------------

Get through the portion of the fence that's cut out (isn't that convenient) and
then take out the men guarding the area. Get on up the stairs and keep on
following Vinnie. Use the elevator and take the 2 men at the glass thing out.
Use the signs to get around, as if you don't there isn't a way to get around.
Head to the side door and stand there... Oh just kidding! Enter that door and I
foresee things getting blury...

-------------------------------------------------------------------------------
Chapter 7: All A Blur
-------------------------------------------------------------------------------

Go up the stairs and go outside, now your going to use the fire escape and then
head into the door that's there. You'll hear some voices after you've used the
television (hey your on Cops!). Alright NOW go to where you hear the voices and
of course, take out the owners of those voices. Head down the hall, out the
door, and take out some more mindless gangsters. Then guess what, head down the
hall and out the door again! BUT... this time Vinnie decides he's had enough of
this running man stuff (Ok so I know Running Man the movie sucked, but it's the
only cross reference I could think of). Now I hope you healed before you went
in the door, cause your about to get into a fire fight that resembles something
in a Rambo movie. But of course since your Max Payne, you catch up with Vinnie
and he spills the beans, once your done with him, head out the door.

-------------------------------------------------------------------------------
Chapter 8: A Den of Drugs
-------------------------------------------------------------------------------

At the ticket booth, use the lever and then get the book. Your going to do a
little Godfather style strong arming in the dance hall, that's right shoot the
joint up! Once all the guys in there are taken care of Ricky Martin will... err
head to the doors behind the stage and then go out the back left door. Theres
all kinds of crazy cult books and black magic stuff back there (Mr. Lupino, you
gotta lotta 'plainin to do!). Ok so once your done admiring Jack Lupino's
collection of the occult, head on through the door.

-------------------------------------------------------------------------------
Chapter 8: Ragna Rock
-------------------------------------------------------------------------------

This is a big time mafia night club, so try to keep the ruckus down when your
taking care of the men when you go upstairs. Head around to the back hall and
there are 3 more hoods waiting there, book 'em Danno! Once there done, go
upstairs and across the roof to the next door, then use the planks to get
across to the next door, which your going to enter and then use the beams to
get across again. If you have extra pain killers, and your not at 100% you
might as well use them, cause your going to get some more very shortly.

-------------------------------------------------------------------------------
Chapter 8: An Empire of Evil
-------------------------------------------------------------------------------

Use the button to open the door when your downstairs and then get the pain
killers that I mentioned earlier. Use the stage controls, and hit all of the
levers to open up a passage large enough for you to get through. Use the cement
ramp on the trapset  thing to get up there. Now use that other control panel
thing to rearange things backstage and go through the entrance you make. Go up
the stairs and across the beams to the door. This is a pretty annoying level,
lets get to the rumble already!

-------------------------------------------------------------------------------
Chapter 9: Straight From A Bad Dream
-------------------------------------------------------------------------------

Ok, now head up the stairs and get the letter now go down the hall. Open the
door and you'll be in another stage area, and there is a super big fight and
you need to be quick because they pop out from all over the room, and some are
up on balconies and stuff. Once you've taken them out (do it fast they keep
coming back every couple minutes) get next to what appears to be a giant bowl
of blood. Now Lupino is going to come out speaking in tongues and just being a
bad boy, so do the right thing and bust a cap in 'em. Once he's dead maybe
Max's luck is changing, a lovely lady or as Max says Femme Fatale appears in
the shadows. Naturally you get drugged and yadda yadda yadda...


PART 2: A COLD DAY IN HELL

Ok don't ask me about the prologue for this section, because its down right
weird and the only thing that's weirder in the game is the prologue for the
next part, so enjoy the insanity. Basically your running down halls that looks
like you've been taking hits off Cheech and Chong's bong for an hour and you
hear a baby crying. So you run around and theres no baby and it's a pain in the
butt.

-------------------------------------------------------------------------------
Chapter 1: With A Baseball Bat
-------------------------------------------------------------------------------

Ok you wake up and Max realizes he is the worlds stupidest man for taking a
drink from a "femme fatale" and not thinking something bad would happen.
Anyway, you have no guns, unless you're a cheater, so if you DIDN'T cheat (if
you did, shame on you) get the bat, and Max just has to point out its got his
blood all over it. Go out of the room your in, beat some gangsters senseless
with your louisville slugger and then find the comic (which isn't funny by the
way) and then head to the elevator.

-------------------------------------------------------------------------------
Chapter 1: From Bad to Worse
-------------------------------------------------------------------------------

Ok, come out of the elevator and the area is like one big square thing. Just
work your way around and there are men in all the rooms. By now you should have
some firearms and there is also some pain killers around. Get them and use as
necessary then when your ready go out the cargo bay and down the alley. If you
just said "Head to the motel" you read my mind, so yes head to the motel.

-------------------------------------------------------------------------------
Chapter 1: Mobster Muscle
-------------------------------------------------------------------------------

Go up the lounge door, and might I remind you this is a 2 star hotel, so try to
behave yourself. Hey look who it is! Its Mona, the girl who drugged you and as
much as you'd like to beat her with a large wrench there are some gangsta's
that you need to deal with no leave her be for now. Head on over to the radio
and turn it on, listen to the radio and then kill the guy on the toilet (Does
this remind anyone else of Austin Powers?). Now head into the bar and your
gonna meet the Frankster, the Frank man, the Frankorama, anyway Frankie is not
very nice so kill them all and read the comic after.

-------------------------------------------------------------------------------
Chapter 2: An Offer You Can't Refuse
-------------------------------------------------------------------------------

Theres a mod deal going down in New York tonight ladies and gentlemen, and your
in on it. Theres a guy in the first room, open the gate and go to the single
garage and kill the guy whose in there after you hear there voices. Go out the
other door and take out the other 2 hoods and then another inside the truck. Go
to the left garage and get into a whole big gunfight deal then take the
elevator up and use the control console. Get into another minor fight and then
walk on through that door son.

-------------------------------------------------------------------------------
Chapter 2: Cold And To The Point
-------------------------------------------------------------------------------

Take out the first men in the general area (they're right in front of you) and
then you are going to want to make your way over to where the
crane/construction thing is. Take out the men who are guarding the area near
the crane and then start her up, really all you have to do is hit the one
button that's on the control console in it. This is going to open up another
way for you to go, and you need to take care of the guys behind you and around
you now. Ok so head through that opening you just made and just it flow from
there.


-------------------------------------------------------------------------------
Chapter 2: Family Troubles
-------------------------------------------------------------------------------

Come down the rows (get your mind out of the gutter!) and watch out for the
side alleys, because that's where all the homeboys like to pop out with there
guns. Make your way to the bridge and then keep on truckin' by it, since its up
and you can't fly. Now go to the truck and shoot it. The explosion does all
kids of crazy stuff and lets you have a way to get across, fight your way there
and then enter the door, which there just happens to be pain killers behind.


-------------------------------------------------------------------------------
Chapter 3: With Rats And Oily Water
-------------------------------------------------------------------------------

Weave your way through to the ramp and there are like guys everywhere, some on
this walkway above and just crazy talk all over the place. Theres a box in the
way so go around to the door and theres a guy hidden, but since I just told
you, he's not really hidden, the gig is up! Enter that door and then jump onto
the machine thing, ride the transport thing in the appropriate directions and
take out the snipers that are located in the various towers. (Yes there is a
sniper rifle in the transport, now how did that get there?).

-------------------------------------------------------------------------------
Chapter 3: Pissing Punchinello Off
-------------------------------------------------------------------------------

Get off the first ramp and onto the second on, go up and kill the guys in that
room and then look at his ship. Once you get up there push the button so you
will be able to use the other door, and then head out of this room. When you
get down there, you will find some med's and you will watch Max kick in the
door and do this whole Chuck Knorris act, amusing. Note, in this area there are
several enemies that I did not mention because they are not all necessary, why
get shot up when you don't have too.


-------------------------------------------------------------------------------
Chapter 3: A Dangerous Game
-------------------------------------------------------------------------------

Use the ramp to get up onto the ship and kill all the guys that are waiting
around. Go up the stairs on the side of the ship (this ship is laid out just
like the one in Goldeneye, kinda.) Anyway once you get up there answer the
phone and get the pain killers, trust me your going to need them. Head out the
door and get the message and then hit the mother load of guns. Yea baby, stock
up on as much as you can carry, Christmas came a little early this year. Now
head back out the door and talk to him back at the hull. Now in this section
theres the whole ordeal with "Boris" who apparently thinks hes that guy from
"Cobra", yet another Sylvester Stallone movie that bombed, just keep your
Ingrams on him, and he falls like all the rest of the dominoes.

-------------------------------------------------------------------------------
Chapter 4: No Payne No Gain
-------------------------------------------------------------------------------

There are explosions going off all over the place, I don't really know whats
going on so don't ask. Just run through as fast as you can and get to the
double doors that are going to lead you to the kitchen. Once you get into the
kitchen just keep running, never stop running. Note, I hope you enjoy running
from flames because they're going to be everywhere in the next area. The only
tip I can really give you is even if your not sure where to go, don't stop
moving or the flames go ahead of you, then you really have no where to run.

-------------------------------------------------------------------------------
Chapter 4: Put Out My Flames With Gasoline
-------------------------------------------------------------------------------

SO you should still be running, you'll enter a single room and then head
downstairs to the sewer. Head straight and then go back up the stairs. When you
get out the door theres actually a car waiting for you, nice surprise. Guess
who, its Vlad. He must have taken a shine to you, its not every day Russian mob
bosses and men trying to bring down the mob form friends, but you did a service
for him and being an old stickler for honor and keeping his word, Vlad takes
care of his friends. He is going to drop you off at the Punchinello place.

-------------------------------------------------------------------------------
Chapter 5: Murderous Heights
-------------------------------------------------------------------------------

When you get in use the door on the right and your going to see a body. Your
also going to have a little rendezvous with Mona. Head through the halls and
then up the stairs where you will run all over the house and take out the first
member of the trio. Once that is done head back to the kitchen and use the
other door and then head through this room to the white door.

-------------------------------------------------------------------------------
Chapter 5: Angel Of Death
-------------------------------------------------------------------------------

Go through this room and go upstairs, watch yourself there is a guy hidden
behind the tree. Once he'd dead go to the right and enter the room. By now 2
members of the trio are dead and you shouldn't have any problems with the last.
Go left, the door will blow open and then kill the 2 guys that are in there.

-------------------------------------------------------------------------------
Chapter 5: Trouble On Dagger Heels
-------------------------------------------------------------------------------

Kill the guy and then see the girl who is laid out on the bed. The body is
messed up so bad Max cannot tell if its Mona or her sister Lisa Punchinello,
whoever it is, its not very pretty. When you were in the bathroom there were
pain killers by the way, if you need them. Go through and answer the phone,
guess who, its Alfred! (How does this guy friggin know where you are all the
time, time to get that knew shower curtain). Anyway, kill the last guy from the
trio and then you'll hear this whole deal with Punchinello whining and stuff. 3
guys are going to come in, kill them and then you get to meet Nicole Horne.


PART 3: A BIT CLOSER TO HEAVEN



-------------------------------------------------------------------------------
Chapter 1: Take Me To Cold Steel
-------------------------------------------------------------------------------

Coming soon...





================================================================================
   4.) The Characters
================================================================================

Max Payne: The main character of the story, he was NYPD before his wife was
done
           in by a drug cult. Now it's kind of a personal thing for him to get
           back at them all. He goes after the mob and anyone involved with the
           drug. He's got that whole Bruce Willis thing going with his voice,
he
           has a problem with authority figures, and the women in his life seem
           to have a bad habit of getting themselves shot.

Michelle Payne: The wife of Max Payne, she was murdered by the drug boys, three
                years ago, along with their son. Apparently she was the love of
                Max's life, he has still not gotten over it. He has flashbacks
                of then she was killed quite often.

Alex: The agent who was supposed to rendezvous with Max in Roscoe Street
Station
      and got himself killed by an assassin. He is one of the reasons that Max
      kind of goes off the deep end and starts this little war. Alex was onto a
      big drug operation (Valkyr) which is probably why he's six feet under.

Alfred Wooden: A man known to use only by his voice, he calls Max at what seems
               to be all the right times, tipping him off and giving him
crucial
               information that often gets him out of a sticky situation. How
he
               gets all this information doesn't really matter does it? As long
               as he keeps getting it.

Vinnie Cognitti: Number two man for the boss, one of the wiseguys. Max catches
                 up with him a little later in the game and puts a bullet in
his
                 gut. Cognitti tries to run and act tough, but Max makes him
say
                 everything, Vinnie really spills the beans.

Mona Sax: The sister of Lisa Punchinello, "Da Bosses" wife. Mona originally
goes
          away from Max on bad terms (after she drugged him) but later makes up
          for it, she dies, and Max lives, quite the trade off for Max eh?

Vlad: The old time mafia man, likes honor and sticking to his word. Lucks on
the
      side of Max though, because he likes you, and you can help him, so after
      you kill Boris he lets you help yourself to some new toys. If your ever
in
      a tough spot he says, just call him.

Rico Muerte: The drug dealer, who Max gets a hold of pretty early in the game.
A
             mean character, but looks pretty goofy. Even his girlfriend tries
             to help him fight, but Max Payne takes care of them Dirty Harry
             style. Muerte was running the Valkyr.

Jack Lupino: Not really sure how to describe him, psychotic cult leader
probably
             fits in there pretty good. Max kills him early in the game, and he
             is also the reason me meet up with Mona. Lupino is a real nut job,
             he even started going against Punchinello.

Don Punchinello: What can we say about a man who slaughters his wife? He sure
is
                 one man old man. He runs the big time New York mob scene, and
                 when max decides it was time to go straight to the top of the
                 Valkyr problem, guess whose name popped onto the list.

Nicole Norne: Wow, somebody didn't have any friends when they were little.
Aside
              from being super mean, someone has apparently beaten her with an
              ugly stick. She will be the final foe for max to deal with, and
              just because she's a little older than the rest, remember what I
              said about all the women in Max's life dying...

The Trio: The toughest and most well known hitmen the Punchinello's have got.
It
          comes down to them or Max, and they just have to make things
difficult
          not mention that any ONE of then is a match for Max, and there's
three
          the more the merrier I guess.


================================================================================
*** The Weapons ***
================================================================================

-------------------------------------------------------------------------------
Weapon Name | Lead Pipe
------------|------------------------------------------------------------------
Max Rounds  | N/A
Description | This is a very basic weapon and your not really ever going to use
              it except for your own enjoyment. If you ever really needed to
              keep a quiet presence, I guess this would be a good choice. You
              have to be very close range, which is the real problem with it.


-------------------------------------------------------------------------------
Weapon Name | Baseball Bat
------------|------------------------------------------------------------------
Max Rounds  | N/A
Description | This is actually a pretty cool weapon, its quiet and very strong,
              not to mention entertaining to use. You can just rush right up to
              enemies sometimes before they even know your there and hit them a
              couple times, with no noisy gunfire.


-------------------------------------------------------------------------------
Weapon Name | Desert Eagle
------------|------------------------------------------------------------------
Max Rounds  | 48
Description | This is the more powerful of the two types of pistols that your
              able to use. You cannot get it in the double like the Beretta but
              it packs a big enough punch that you really don't need too. This
              is a good all around gun, from short or long distances.


-------------------------------------------------------------------------------
Weapon Name | Double Beretta
------------|------------------------------------------------------------------
Max Rounds  | 162
Description | This is good when you need lots of firepower fast, but don't have
              a sub-machine or assault rifle handy. They're automatic pistols
              so just fire at will. These look really cool with the slow motion
              (like on the TV commercial). Try 'em out, they're cool.


-------------------------------------------------------------------------------
Weapon Name | Beretta
------------|------------------------------------------------------------------
Max Rounds  | 162
Description | This is a single version of the double mentioned above. All games
              that are like this one, have a base gun, usually a pistol, and it
              is the Beretta for Max Payne. Its reliable, decent speed and not
              terrible power make it something you can always fall back on.


-------------------------------------------------------------------------------
Weapon Name | Jack Hammer
------------|------------------------------------------------------------------
Max Rounds  | 168
Description | I don't know what this thing is supposed to be, but it's the big
              gun of the arsenal and I mean BIG. This thing has the stopping
              power of an Abrams Tank (WWII). I don't really like it that much,
              its not that fast, but good when your in a big firefight.


-------------------------------------------------------------------------------
Weapon Name | Pump-Action Shotgun
------------|------------------------------------------------------------------
Max Rounds  | 80
Description | The ultimate close quarters weapon, with a medium spread pattern
              and a lot of force behind it, this thing will just blow enemies
              away. I don't use it that much because its not very fast, but if
              you have to blast your way through something this is your ticket.


-------------------------------------------------------------------------------
Weapon Name | Sawed off Shotgun
------------|------------------------------------------------------------------
Max Rounds  | 80
Description | Now this is a gun ladies and gentlemen, wow. This is basically a
              automatic shotgun with the barrel sawed off to make the pattern
              spread much wider, a lot faster. For very close quarters NOTHING
              beats this gun, its great. Reloading is slow, but worth the wait.


-------------------------------------------------------------------------------
Weapon Name | Colt Commando
------------|------------------------------------------------------------------
Max Rounds  | 150
Description | This is my favorite gun on the game, its strong, fast, reliable
              and has a reasonable clip size. This is good for close quarters,
              or can be used to medium to long range fire fights. Do not think
              that you have to hold down the trigger all day, a double tap is
              probably all your going to need.


-------------------------------------------------------------------------------
Weapon Name | Double Ingram
------------|------------------------------------------------------------------
Max Rounds  | 300
Description | This is a pair of the fastest gun on the game, but it is also a
              sporadic weapon. By that I mean that its kind of hard to control
              when your blowing away 10 shots a second. This is good for when
              you have to blow your way out of something, but I don't use 'em.


-------------------------------------------------------------------------------
Weapon Name | Ingram (Uzi)
------------|------------------------------------------------------------------
Max Rounds  | 300
Description | This is actually a little better than the double, because its so
              much easier to control. If you need something quick that packs a
              punch, this is your ticket. This is a pretty accurate gun, don't
              think your missing because of the gun, operator problem...


-------------------------------------------------------------------------------
Weapon Name | M79
------------|------------------------------------------------------------------
Max Rounds  | 10
Description | Don't be fooled by the machine gun look or name style of this gun
              because I was at first, and very surprised. I figured it was like
              and M60 machine gun, so when I shot it little did I know it was a
              grenade launcher, and there goes the neighborhood.


-------------------------------------------------------------------------------
Weapon Name | Grenade
------------|------------------------------------------------------------------
Max Rounds  | 12
Description | I have still yet to find a situation where you really need to use
              these. I don't like how he throws them, so its hard to judge the
              arc you need to do it at. I guess if your in a very big hole you
              could use one, but I'd rather use machine guns.


-------------------------------------------------------------------------------
Weapon Name | Molotov Cocktail
------------|------------------------------------------------------------------
Max Rounds  | 5
Description | Can we say pyromaniac? Holy bejeezus who is carrying these things
              around and where did he get them? They just your everyday super
              flammable pipe bomb type thing. They set fire to everything that
              is near them, so be careful when your using them.


-------------------------------------------------------------------------------
Weapon Name | Sniper Rifle
------------|------------------------------------------------------------------
Max Rounds  | 20
Description | Possibly the coolest gun in the entire game, thanks to one little
              feature that makes the game SO cool. Alright, this is a big puppy
              anyway, probably a 7MM Magnum round, so when you decide to use
              the scope (hit X) your in for a big surprise...


================================================================================
   5.) Cheats/Codes
================================================================================

Code Name: Invincibility
Code Sequence: L1, L1, L2, L2, R1, R1, R2, R2
Where: Pause the game and enter this code.

Code Name: All Guns + Ammo
Code Sequence: L1, L2, R1, R2, Triangle, Circle, X, Square
Where: Pause the game and enter this code.


================================================================================
   6.) Contributor Credits
================================================================================

Rockstar Games: A big thanks goes out to them for creating this great game, I
                had been looking forward to it, but I still can't get over how
                cool some of the effects that game implements are. You really
                have to give them credit where its do, great work guys!

Jeff Veasey: Always got to throw a shout out to the boss. Thanks again for the
             chance to write all this stuff and get it posted. Not to mention
             putting up with all of our crap, about everything.

Matt Hulbert: Spending that not so hard-earned money to buy the game, to rush
              through it and write this walkthrough, probably missing half of
              the good stuff, oh well, there's always the second time though.


================================================================================
   7.) Legal Information
================================================================================

                         Copyright and Disclaimer:
    This guide and all of its contents are the property of the author, this
    guide may never be used in any way without the permission of the author
    so here are the guidelines pertaining to that: First of all, this guide
    may never be posted at any website without my permission, and this must
    be obtained through email, do not assume you already have it. Next, all
    of the information in here was either compiled by the author, or it was
    contributed, by someone noted in the contributor credits, all questions
    regarding info someone contributed should be directed to them. Sections
    and pieces of this guide may not be copied and pasted to create smaller
    guides without the authors permission. Fourth, this guide may never and
    I mean never, altered in any way, or have advertisements added to it. I
    will not tolerate that at all. This guide may never be used by any site
    other than a non-profit one, and may never have any profit made form it
    in any way, shape or form. Next, this guide may not be given away as an
    extra or as an incentive to buy something. If you follow the terms here
    there should be no problem with your using the guide. Now, if you think
    you don't understand something in here, the author can answer any thing
    you do not understand. Please abide by this & no trouble should arise.

            Copyright Matt Hulbert 2002-2003. All Rights Reserved.
