FAQ/Walkthrough by Jet2x5

Version: 2.0 | Updated: 01/14/13 | Printable Version

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                                                         Max Payne  Rockstar

                    THIS GUIDE USES A U.S./NTSC GAME VERSION                    


Please send any emails to me about this FAQ as titled


to the email address

[ maidenrocks99@gmail.com ]

Any questions, comments, information that may be helpful for me is welcome. If
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This is a non-profit FAQ with no connections to Rockstar or any
other companies involved with the creation/distribution of this game.

This FAQ is Copyright  2005-2013 Duane Niles. Usage of this guide without
permission is Copyright infringement, which is against the law, AND punishable
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Please, PLEASE let me know if you see this guide on any website other than
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                    |                                |
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                    | Table of Contents              |             00.00
O===================|                                |===================O

Easier navigation through this guide has been made by the use of Find Codes.
You can use the Find tool in your browser (Ctrl + F) and type in the correct
code listed by what you wish to find from the Table of Contents below.

Table of Contents- - - - - - - - - - - - - - - - - - - - - - 00.00
Introduction - - - - - - - - - - - - - - - - - - - - - - - - 01.00
     About Me / Donations- - - - - - - - - - - - - - - - - - 01.01
     Story - - - - - - - - - - - - - - - - - - - - - - - - - 01.02
     Controls- - - - - - - - - - - - - - - - - - - - - - - - 01.03
Logbook, A History of Changes- - - - - - - - - - - - - - - - 02.00
Walkthrough- - - - - - - - - - - - - - - - - - - - - - - - - 03.00
     Act One - - - - - - - - - - - - - - - - - - - - - - - - 03.01
      Roscoe Street Station- - - - - - - - - - - - - - - - - 03.02
      Live From the Crime Scene- - - - - - - - - - - - - - - 03.03
      Playing It Bogart- - - - - - - - - - - - - - - - - - - 03.04
      Fear That Gives Men Wings- - - - - - - - - - - - - - - 03.05
      Empire of Evil - - - - - - - - - - - - - - - - - - - - 03.06
     Act Two - - - - - - - - - - - - - - - - - - - - - - - - 03.07
      Captain Baseball Bat Boy - - - - - - - - - - - - - - - 03.08
      Angel of Death - - - - - - - - - - - - - - - - - - - - 03.09
     Act Three - - - - - - - - - - - - - - - - - - - - - - - 03.10
      Cold Steel - - - - - - - - - - - - - - - - - - - - - - 03.11
      Deep Six - - - - - - - - - - - - - - - - - - - - - - - 03.12
      Power Games- - - - - - - - - - - - - - - - - - - - - - 03.13
      Nothing to Lose- - - - - - - - - - - - - - - - - - - - 03.14
      Pain and Suffering - - - - - - - - - - - - - - - - - - 03.15
Cheats - - - - - - - - - - - - - - - - - - - - - - - - - - - 04.00
Credits- - - - - - - - - - - - - - - - - - - - - - - - - - - 05.00
Legals, Copyright and Info.- - - - - - - - - - - - - - - - - 06.00
                    |                                |
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                    | Introduction                   |             01.00
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| About Me / Donations                                             01.01 |

Hi; the name's Duane! I started writing some video game guides/FAQs when
I was just a kid. Across a couple years, I put out fifteen (15) guides,
and then life took over and I pretty much vanished.

It's been a decade or so and I'm a student trying to work my way into the
world, though I have a few years before I can get there. I intend to pick up
the pace, at least as much as I can, with these guides, and get some heavy
hitters out there finally, but again, this passion of mine costs time,
and, well, time really is money.

So I would like to say, and this is by no means some requirement, that if you
enjoy this guide (or any of my other guides), then PLEASE consider giving
a little donation, even if it's just a tiny bit of something. ANYTHING will
help me, as I have many things that I need to address, let alone the fact that
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this MOST importantly:

Donations will help me write more and more guides, and therefore give YOU
more and more of what you wish to see.

If you donate through PayPal, please visit

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or navigate to PayPal yourself and choose "Transfer" -> "Send Someone Money"
and use the following email address

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If you use the link, ensure to remove the spaces from it before going!

THANK YOU very much, everyone.

| Story                                                            01.02 |
Max Payne is an action shooter with a distinct element in it, Bullet Time.
Bullet Time is slow motion where Max can dodge and shoot at the same time, i.e.
dive-shooting and such. It is good to use, but can't match up to its full
in the GBA version.

"To make any kind of sense of it, I need to go back three years..."

Max Payne is a police officer, in the NYPD in Manhattan. He has a wife and a
baby girl. One day, after talking to his friend Alex, whom wants him to come to
the DEA, something horrible has happens. When he arrives home, he sees trouble.
Spray painted on the wall is the sign for the street drug, Valkyr. Someone
calls right then, and Max tells them to call 911. They ask if it is the Payne
residence, then hang up. After searching the house, he discovers his baby and
wife dead.

"That was three years ago, everything ripped apart in a New York Minute. The
killer junkies had been previously high on the designer drug: Valkyr, V. I told
Alex I'd be transferring to the DEA. It took us three long years to get a break
in the Valkyr case. Then, finally, two months ago a dime-dropped tipped us off
that, Jack Lupino, a mob-boss in the Punchinello crime family, was trafficking.
I went undercover, infiltrated the worst mafia family in New York."

| Controls                                                         01.03 |

D-Pad = Move
A button = Shoot
B button = Jump/Action
L shoulder = Select weapon
R shoulder = Bullet Time
Start = Pause
Select = Pain Killers

                    |                                |
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                    | Logbook, A History of Changes  |             02.00
O===================|                                |===================O

Feb. 25, 2005 - Began guide. Got to Scene One, Act Three.

Feb. 26, 2005 - Completed the guide already. Woohoo! I'm a speed demon.

Jan. 13, 2013 - Update contact information, guide info, copyrights,
                some stylistic changes and so on. Making a revival of
                my guides!
                    |                                |
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                    | Walkthrough                    |             03.00
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                                 [NOTE 1]
ONE HUGE NOTE: if you are afraid of spoilers, then be wary! I will likely
divulge some things along the way, if not good portions of things.

                                 [NOTE 2]
In this game, because of the isometric gameplay: North is northeast, West is
northwest, East is southeast, and South is southwest.

| Act One                                                          03.01 |

  Roscoe Street Station                                            03.02
First, get used to the isometric controls. Next, head through the door. After
seeing the body, inspect the room. There are two Pain Killers, so make sure
you find them. Exit the room back to the train dropoff. Two guys will see you,
so hide behind the pillar. When the first one comes near you, use R to dive
out and shoot him. Run up, using the second pillar as cover, and off the next
guy. He is hiding behind the second pillar, so as long as you're on the other
side, he can't see/shoot you. Now head upstairs.

Up here, go right and kill this guy. Around the corner is a Shotgun holding
guy, so get him and pick it up. Use B to press the keypad. When that fails, go
down the stairs by you. Down here, kill the thugs. Go into the right room and
kill the thug. Follow the train guy until he is killed. Enter the door and
then the next one. Use Bullet Time to waste the thugs. After that, enter the
eastern door. Flip the switch then go back out. Go back to the place near
where we freed the train guard. Enter the train and save.

  Live From the Crime Scene                                        03.03
Go north and kill the thugs. Enter the northwestern room and kill all the
thugs here too. Enter the next room, then after the little scene, equip the
Pump Action and waste then. Exit via the southern way. Continue on, killing the
thugs until you reach a red keypad. Use it to enter the vault room. In here,
waste the thugs then press the console. Enter Vault B. Read the papers and
leave. Press the console again and go in Vault C. Grab the detonator then go
back to where the bomb was wired to the door. Set it up and stand back.

You see Alex and talk to him. Soon after, he is shot. Kill the two thugs that
swarm you. Exit the place.

  Playing It Bogart                                                03.04
Immediately kill the two bafoons. Raid the locker and check the letter on the
desk. Three guys come in, so kill them. Exit out and go east. In here, check
the radio if you want, and go north. Shoot the windows and climb out. Go east
and go back inside. Here, because of the gameplay, don't waste your time trying
to hit the canister, just kill the guys. Go east. In here, the room holds a
guy and goodies. North is a thug. Kill him and the thugs that come in after
that. Go north out of the room.

Kill the three thugs in here, and go into the next room. Kill the thug here. Go
back out and west. Take the south door. Waste the thug and take the west room.
A dead guy is in here on the vibrating bed. (LOL) Back in the other room, you
can check the TV for info. Go back out in the hall and use the north door. Look
at the book, then open the cabinet. Go through the opening. Exit and go through
the northwest exit in the next room. A thug is in the hall.

Enter the door that the thug was by. Kill the thug. The other two guys are V
junkies, harmless until attacked. Kill them anyway. Go back in the hall. You
can shoot the brick wall for a hidden room if you want. Anyway, go and
find the north door. Dive when you're inside to avoid a shotgun blast. Read the
letter. Go back out and east. Waste the thugs and go through that door. Go into
the elevator. In the room, waste the thugs. You can check the TV if you want.
In the next hallway, dive to avoid being shot by a thug. Continuing on, we find
the furnace.

A guy tied to a chair, is lying dead on the floor. Pick up the baseball bat by
him. Go through the western door, kill the guys, and continue on. Back in the
main hotel area, eh? Go up to the south door and listen in. Bust in, dive and
kill all the thugs. Examine the suitcases and pick up the goodies and the Keys.
Go back out. The western door holds a bathroom, full with a thug and V junkie.
Kill them for ammo and raid the Pain Killer cupboard. Go back out and north.
Use the Keys to open up the Bar. After the scene, dive. Rico and his gally
are drawn badly, but then, so are Max and the thugs; but, they aren't that bad.
Anyway, kill the three thugs that come out of where Rico went in, and off the
girl. Equip a quick gun, Dual Ingrams work well. Go through the door, dive and
kill Rico. Then dive again to kill the thug barrage.

Go east and into the room. Inspect the wires, and raid the cabinets. Go back
out and press the red button. Go through what it just opened. Kill the three
thugs, then the three that follow. Go through the door the thugs came out of
and save.

  Fear That Gives Men Wings                                        03.05
Enter the Pawn (Weapon) Shop above you. Off the thugs, and the one in the next
room for ammunition. Back on the streets, go east and north. Examine the grey
newspapers and go to the van above you. Open it for a Sawed Off. Head down the
lower alley thing. Enter the door and kill the thugs at the hall's end. The
room there holds a thug and ammo. At the dead end, shoot the canister so it
flies and blows up the door. Enter it and waste the junkies. In the next room,
blast the thugs for ammo and continue. Kill the thug and pick up the phone.
After that, continue on.

Back in the hotel, or something. Kill the thugs and enter the lower left room.
Pick up the Keys. Junkies are in the lobby corner if you want. Enter the north
door and kill the thug for a Molotov. Go up the stairs. Kill the thug and go
on. In here, kill the thug by you and hide behind the pillar. Another thug runs
to get to you but falls to his death. What an idiot. Either jump or dive over
the gap. Continue into the next room and waste the thugs. Examine the door by
where you entered. A guy comes out, so blast him. Go inside and get some Pain
Killers. Go back out into the room and exit via the window.

Go east and kill the thugs when you get back inside. Go out east again and kill
these ones. Continue south, kill the thugs, and go back inside. Waste the guy
here and go to the door. After the scene, Gognitti bails, so kill his lackies.
Read the letter on the desk and follow Gognitti. Continue after him until you
reach a room with a thug, kill him and continue the hunt. Outside are two thugs
waiting for you. On the other side is a barrage of three. Keep going, wasting
thugs. You'll soon be back inside.

I don't get this game, they should be realistic. I'm sure Max could have shot
Vinnie again while chasing him. Heck, I even dived in front of Gognitti and he
had to run around me. Once outside, kill the three thugs and follow even more.
The chase soon ends. Kill the next two thugs and shoot Gognitti until he falls.
After the scene, we'll be at the final act of the first scene.

  Empire of Evil                                                   03.06
Inside, kill the thugs. Take the northeast exit and waste the other thug. Flip
the lever and climb the stairs. Kill the thugs and look at the book. Continue
on, kill the thugs on the dance floor thingy. Go into the Bar. Kill the thugs
and look at the book and sheet in the far corner. Continue on, shoot the guys
that appear from the doorways. In the next room, don't dive forward. You'll
fall to your doom. Just shoot the guy and climb. Kill the next one and enter
the door. On the balcony, waste all the lackies. Inspect the control panel. Go
all the way back to the dance floor thing.

Kill the thugs and go through the curtain. Waste the men here and enter the
backstage. Climb the steps and waste the thug. Enter the inner sanctum. Waste
the bodyguards. Look at the book and read the bloody torn note. In the next
hall, kill the bodyguard and listen to Lupino being crazy. Enter the stronghold
of Lupino. Go up to the markings on the floor. After the scene, we must fight.

BOSS: Jack Lupino and Bodyguards x3
This isn't quite that hard. The main thing to do is either equip Dual Ingrams
or M9s, or the Pump Action. That will make quick work of Jack and his boys.
After the fight, you see a scene of Max completely shooting the heck out of the
already dead Lupino. Then some more things happen.

| Act Two                                                          03.07 |

  Captain Baseball Bat Boy                                         03.08
After getting Frankie's bat, go out in the hall. Hit the thug, then round the
corner and kill the other two. Equip a gun and get moving. The northeast holds
some thugs. Go into the middle room and waste the thugs. Cross over into the
next hall. Blast all the thugs here and go into the lower left room for a Pump
Action. Take the north door to continue. Take the elevator up and kill the
thugs here. Go through the southern door and clear the room. Go through the
southeastern door next.

In the meat locker, kill the bodyguard and grab the goodies. Exit north. Out
here, kill the guys. There's a little room by you that has a thug and ammo.
Back outside, go north and back into the hotel. Go south and listen in. Then
bust in and cap them all. Enter the southern room. Kill them all and go back
out. Listen to the radio and go west. A thug's in the bathroom and so are some
Pain Killers. Make your way into the Bar. Frankie is here. Equip and quick but
powerful gun, and blast him and his boys.

  Angel of Death                                                   03.09
Enter the south room and inspect the body. Go back out, kill the thug if he
comes out, and go west. Kill the thugs in the hall and go into the west room.
Off the guy and grab some goodies. Go back out and into the east room. Kill the
thugs and go south. In here, a guard sees you and goes to tell the first Trio
member. Inspect the tarot cards on the counter. Follow the thug and kill all
the guys. That's one down. Go back out and kill the newly appeared thugs. Go
through the eastern door.

Kill everyone here and go east again. Kill the thug and examine the piano. You
can press A to play a note of the Max Payne theme song. Keep up the pace and
see if you can match to that of the title screen. Go south, kill the thugs,
and go west; kill the ones here too and climb the stairs. Go east and kill
the thugs. That's the second Trio member. Go back west and west again. After
you hear the guy, move away. Go through when the door explodes.

Kill the guys, go north, kill the guys, get some Pain Killers, and go north
again. Man, talk about repetitive! :) Examine the woman's body. Max can't tell
whether it's Mona Sax or Lisa Punchinello. It makes him think about his dead
wife and child. Go north. Pick up the telephone to talk to Alfred Woden again.
Go east, off the guys, go east again, and off some more! That is the end of the
Trio. Go inside the room for a cutscene.

A deadly suit (figure of speech) comes in and kills Punchinello. Kill him
before he gets you. Go back out for another scene.

| Act Three                                                        03.10 |

  Cold Steel                                                       03.11
Inside, shoot the bomb, but don't get close. Go east. Go down the stairs and
kill the commandos. Inspect around for ammo and such. Back upstairs, go through
the north door. Listen to the radio. Inspect around for goodies. Go back out
and kill the new commando. Kill the one downstairs too. Press the button by the
big door and go through. Kill the commandos here too and go east. Back up and
shoot a bomb. Go east. In the next hall, off the commandos, get some Pain
Killers, and go through the next big door via the button.

Kill everyone here and go to the next room. Kill the guards and blow the bomb.
Go into the next room. Continue on, kill the commandos. In the next room, off
the guy and go on. Kill the guards in the north room and listen to the walky
talky. Go back out and west. Kill the guys here and go into the west room.
Look at the papers, go back out, and south. Kill the mercenaries in your way
and go on. Back up and shoot the bombs. Turn the valve and go on. Kill the guy
and go on some more. Shoot the bombs, and go past the valves. In the molten
room, shoot the guy and move on.

Go north and go around the valves. Turn this valve to turn off all the burning
valves. Go back and through the door opened. Kill the guards and blow the
canister. In the next room, go north, kill the commando, and press the control
panel; back in the other room, off the guards and go west. Kill everyone here,
press the panel, and go north. Dodge the fire, press the button, go north,
kill the guards, press the button, go west, kill the guard, press the elevator
button, and waste the guys that come off. Simple, no? Get on for a ride.

  Deep Six                                                         03.12
In this place, you must walk up to the green panels to open the doors. This
is so simple, I won't mention it anymore. Now, go west and watch the little
scene. Kill the killer suits. (No pun intended) Go down and examine the symbol.
Go north and waste the commandos. Go west and kill the next one. For the rest
of this level, I recommend your Dual Ingrams. The commandos have power but are
slow, while you have a bit of power and a lot of speed. Go south, kill the
commandos, and go west. Examine the computer, then go south.

Go west, and get to the computer. Look at it for the code, then go back to the
other one and enter it. Go north and take the elevator. Go east. After this
point, you can't go back the other way. Go east until you hear a guy. Free him
and follow him. After he's killed, off the commandos. Pick up the scientist's
keycard and go north. Go around and get off the elevator. Keep going around
until we're back to where we entered the code. Go south and back to where we
found the code. Use the keycard to go south. Go around the fire.

Once off the elevator, go east. Shoot the bombs, and go examine the corner
computer. Go south, get off, and grab the other scientist's keycard. Go east
and continue east.

  Power Games                                                      03.13
After the scene, kill the commandos and go north. Kill the commandos and go
north again, with more bullets. Go up the western stairs. Kill the guy then
go west again. Blast these guys and look at the monitor. Woden somehow faked
it. Go south. Kill the guys, go south again, clear this room, south again,
and clear this room. Go north, then PICK UP THE TAPE. Go east, kill the guys,
and look at the paper on the desk. Go south, kill the guys, and go north by
the other door.

Kill the commandos, then go north again. Waste the suits. Pick up the Keys and
go back out. Go to the lower left door.

  Nothing to Lose                                                  03.14
Walk through the detector and get ready. Kill all the commandos that attack
you. Go through the western door. Override the panel and go back out. Take the
corner door that is open. Shoot the bombs then grab everything. Go south and
kill the suits. I like to use the Baseball Bat for this, but whatever. Just
destroy the control panel to the north. Go back to the lobby. Open the left
elevator and watch the scene.

Kill all of Horne's guards then go up the elevator. Kill some more and follow
her. "I'm a nice guy...kill him!!" Hah, that's a short version of a
funny quote. Go through the door after killing these guys. Geez, does EVERYONE
have to say the same quote? Kill everyone then follow Horne. Shoot the bombs to
kill the guys and continue. Grab the ammo and go outside.

Shoot the bomb and walk around the building. Take out the commando and keep
going. Once inside, kill the guard, go through the door, kill the other, and
go up the stairs. Continue to the top, then kill everyone. Take the big door
and take out more people. Take either door, kill the guys, and go to the end
door. Watch the scene, kill everyone, and inspect the computer. Go through the
opening. Go up the stairs.

  Pain and Suffering                                               03.15
Kill the thugs outside.

BOSS: Radio Mast (Nicole Horne)
The object is to make the radio mast fall on the helicopter so it kills Horne.
You should have a lot of grenades, I hope so. Equip them and keep throwing them
at all the cables until they break. Three grenades break just one cable.

By the looks of it, the mast hits the copter before it takes off, but somehow
the copter falls down off the building, while burning.

---Watch the ending cutscene...

Max - "And then it was all over. The storm seemed to lose its frenzy. The
ragged clouds gave way to the stars above."

Bravura - "Max Payne, this is Deputy Chief Jim Bravura from the NYPD. We've got
the building surrounded. Throw down your weapons and lie down with your hands
behind you head."

Max - "A bit closer to heaven. The cops voices were distant and muted."

Cop - "Freeze! NYPD! Hold it right there!"

Max - "My ghosts released me from their haunting. Down below, New York City
glittered like diamonds on black velvet."

Bravura - "You gave us one hell of a ride. Take him down to central booking."

Cop - "You heard the man."

Max - "Woden was there, in the crowd standing by the sidelines. It wouldn't be
over till the man with the patch would say so. He'd say the right words. I knew
he would. He'd better. Woden grinned smugly, it was the grin of a winner. That
made two of us."


You have now unlocked Dead on Arrival (DOA), which is basically and extreme
mode, and New York Minute, where you have a minute to complete each level.
You also unlock the cheats: Infinite Ammo, All Weapons, and Super Cop. Finally,
you can choose Story in Options to see the whole thing instead of the intro.

NOTE: In New York Minute, kill people to get more time.

                    |                                |
O===================|                                |===================O
                    | Cheats                         |             04.00
O===================|                                |===================O
(M): b1e0d38b

All Levels Unlocked: 50157f80

Inf. Health: 78832770

Inf. Continues: 543c70ae

Inf. Bullet Time: 098d63d9

Inf. Pain Killers: 542a4ac9

All Weapons: ce8de632

Inf. Ammo: 1461a091

1E Enable Code: 00000000 0002
                1000A6E2 0007

Inf. Pain Killers: 32000034 0009

Inf. Bullet Time: 32005355 00FF

                    |                                |
O===================|                                |===================O
                    | Credits                        |             05.00
O===================|                                |===================O

Thanks to Rockstar for making this game.

Thanks to GameFAQs and Cheat Happens for hosting this. :)
                    |                                |
O===================|                                |===================O
                    | Legals, Copyright and Info     |             06.00
O===================|                                |===================O

All trademarks and copyrights contained in this document are owned by their
respective trademark and copyright holders.

Copyright  2005-2013 Duane Niles

This may be not be reproduced under any circumstances except for personal,
private use. It may not be placed on any web site or otherwise distributed
publicly without advance written permission. Use of this guide on any other
web site or as a part of any public display is strictly prohibited, and a
violation of copyright.