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Max Payne 3

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Max Payne 3 - Chapter 2

When the action picks up, you'll be flying through the air and shooting. There's an achievement/trophy to kill all six enemies before you hit the ground. This is a little bit tough because they are pretty well scattered, they aren't in a particularly easy line, and they are scattered amongst innocent people in colorful shirts making it hard to pick them out of the crowd. I would keep hitting Retry from the pause menu until you get it but if you don't want to, you may continue on. Before you go up the stairs, head down to the DJ's area to find a part of the Golden .38 Revolver.
*Achievement: Out the Window

At the top, you won't be able to get through the doors so you'll have to turn around and head back to the VIP lounge. You'll more than likely have one enemy coming down the rounded stairs from the VIP lounge with two more in the window that you just jumped through. I highly recommend that you stop half way down these stairs and take cover behind one of the railings, this will give you a better angle to fight them from than down on the dance floor. Take them out, make your way up to the VIP lounge and watch for a possible straggler coming down the back entrance to the VIP lounge. Make sure that you pick up any weapons you can on the way.

Before leaving this room, there are a few things to check. On the end of the VIP bar will be a Nightclub Flyer clue and behind the bar will be some Painkillers. There's also part of the Golden Mini-30 behind the bar. Check over where Claudio was earlier to find the Dead Soccer Star clue. Now go out through that back door.


You'll come out to another lounge. There should be two enemies directly ahead of you and up the aisle, one enemy to the left and one tucked into the nearest corner to your left that will be hard to see. The last enemy will come through the doors at the back left. You should have no problem taking out the two in front of you if you be careful but be aware that there's no place to take cover in front of you. Take them out and slowly inch around the corner to take the one out slightly to your left. Depending on what happens, take out the enemy at the back left coming through the door (if he is coming) and/or do a Shoot Dodge around the corner to the left to take out the man tucked in the corner. Check for weapons, including automatic pistols that they may have dropped (if that's your sort of thing) and then head through the door to the left.



When you regain control of Max again, you'll be in a long lit up hallway with an enemy at the end to the right. Kill him as he pops out (Shoot Dodge will be useful). And then follow the hallways to the right to get out. As the hall starts to turn back left, it'll open to a large bar area. In the first bar will be an enemy. Directly to the left of that bar will be another mini-bar with an enemy. Kill the first enemy and take cover behind that bar. Take out the next enemy at the min-bar and then find the raised platform just to the right of the mini-bar. There will be an enemy or two on the floor in front of it as well as an enemy up on the platform. You are probably safest behind this same bar. Once he is dead, head up the stairs to your left and you will be able to get to that raised area to find a part of the Golden .38 Revolver.



Stay up here and look forward to see if you can find the three enemies on the lower level by the next mini-bar. Kill them if you can see them, otherwise go down bellow and hug the wall under the DJ booth for cover. When they are dead, go through the doors at the end. You'll come to a rather uninteresting room but with some interesting stuff. One of the stalls on the left will have the Ex-Cop and on the table by the exit, you will find a Torn Dress Piece. The next room will be a sort of locker room. Inside one of the lockers will be a couple of pain killers. Grab those before heading into the kitchen.



Inside the kitchen will be a couple of guys at the far end. Take cover behind the long table and then get rid of them but watch out for flanking as they may each try to move up a side. As you kill one of these two, another two enemies will appear from the right. Take these guys out from your comfortable position. Once the coast is clear, check the counter along the right wall near where you are to find a Portuguese Newspaper. Now head into the next room through the door the enemies came through.



This room is a little dangerous because you have to balance two different angles. The middle of the room is round with a lot of windows allowing enemies to shoot across will the outside is a loop. Kill the first enemy or two that approach around the outside and move to the first window. You will likely have an enemy inside that room so take him out through the window and keep moving. I highly recommend that you push the left stick in so that you are crouching as this will make you a harder target to hit through the windows. You should come to a group of two or more enemies around the outside. Kill them and as you come to the last leg of this loop you'll find more. Remember to check in the round middle room since they may have moved in there, essentially ending up behind you. When the coast is clear, check the middle section of the room for part of the Golden Mini-30 on a table. Be quick about it though because if you linger too long, you'll get a Fail scenario.



You'll regain control of Max in the chopper and you'll have to protect Giovanna. There will be five different enemies on the helipad as well as Giovanna herself. Start shooting them and try to take them out quickly (Bullet Time). If you miss an enemy as you sweep the pad, it's very hard to kill him before he makes it to Giovanna and kills her so be sure to make every shot count and be doubly sure not to shoot her.


She'll run down the stairs nearby and you'll now have to provide air support to protect her. Make sure you use your Bullet Time. She'll run down the stairs and then an enemy will follow her. Two more will exit through a door behind and to her left. Kill them and then kill the two coming down the stairs again. One more may come out of the door. Check where she is and kill the two enemies approaching from her left. She'll try to leave the area through a door but one guy will step out. Kill him and then she'll run through the door.


Giovanna will be outside running along a giant red sign. Various enemies will run out and try to grab her. You'll have to take them out as you go and then when she gets to the end, another enemy will step out ahead of her. At every major intersection, be ready for the next guy to pop out. Once you've gotten her past that part. You'll come to another area where groups of men will pour into a central area and attack you. There should be about six in all and shouldn't be too big of a problem, just take your time killing them. Once everything looks dead, train your sights back on where Giovanna is because an enemy is going to step out behind her. Kill him.


When you regain control again, you'll be hanging from the chopper shooting at enemies. The first thing to shoot at is a rocket coming straight at you. After you've destroyed that, hit the guys trying to shoot you down. Place your cursor on them and just keep pulling the trigger because this isn't the easiest angle. Part way through, another man with an RPG will appear. Shoot his rocket down and then kill any remaining enemies on the landing pad.


At this point, you'll "land" on the helipad. Run down the stairs and collect pain killers on the way down. Wrap around to the little room underneath the helipad and on the left side of the room will be the last part of the Golden Mini-30 on the floor. Come out of that room but don't go through the door just yet. There will be a couple of enemies down the stairs and to the left. You want to take one step through the door and do a Shoot Dodge down the stairs, killing the two men here. As soon as you can, get up and run for the large vent directly in front of you. Check your surroundings. You have a good position but there are a lot of enemies and a lot of ways they can easily sneak up on you. First check behind you, then watch either side. There is a door way back to the left, another not so far to the right and then the catwalk by the sign. All of these can bring enemies to you. There's about nine enemies total. Usually the last one will come up the catwalk as you approach.


After you've cleared them all, make your way to the catwalk and just as the catwalk turns, an enemy will step out from the right. You'll have a good chance for a melee here so hit him and then shoot him to kill him. Making your way across the catwalk can be a pain. You want to be sparing about your Bullet Time but don't be too shy about it either. Whenever you see an enemy, particularly off to your right on the side part of the sign catwalk, use Bullet Time just until you've kill them, then turn it off. You can also use it for enemies that appear on your section of catwalk if you've got enough. It's very helpful but it's significantly less helpful than using it on the side.

At the end of the catwalk, turn right and in the farthest corner will be a part of the golden .38 Revolver. Make sure you grab that and then follow the back side of the catwalk back to the roof. Just be careful as you approach the first corner because an enemy will likely try to sneak around you. The same goes for the second corner as another enemy will try to hit you. As you round that second corner, you'll come to an area with a little more space. You may get rushed by one of the enemies so be careful here. Kill him and then kill his two friends behind him. Watch out though because they have shotguns and can deal some serious damage at this range. Make our way past them and take cover at the corner of the fence. Kill the one enemy as he approaches. Make your way past him and into the building. Go down the stairs inside and just as you reach the third landing, look at the floor to find Giovanna's Necklace. Continue down the stairs.

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Last updated by ExtremePhobia, 25th June

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Max Payne 3 Walkthrough

Chapter 1

Chapter 2

Chapter 3

Chapter 4

Chapter 5

Chapter 6

Chapter 7

Chapter 8

Chapter 9

Chapter 10

Chapter 11

Chapter 12

Chapter 13

Chapter 14

4.09/5
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Quick Details

Franchise(s)
Max Payne
Developer(s)
Rockstar Vancouver
Publisher(s)
Rockstar Games
Release Dates
PlayStation 3

May 15, 2012

May 18, 2012

May 18, 2012

Xbox 360

May 15, 2012

May 18, 2012

May 18, 2012

Microsoft Windows

May 29, 2012

Jun 1, 2012

Genre Shooter
Sub-Genres(s) Third-Person
Theme(s) Bulletime

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