_______  _______             _______  _______           _        _______
(       )(  ___  )|\     /|  (  ____ )(  ___  )|\     /|( (    /|(  ____ \
| () () || (   ) |( \   / )  | (    )|| (   ) |( \   / )|  \  ( || (    \/
| || || || (___) | \ (_) /   | (____)|| (___) | \ (_) / |   \ | || (__
| |(_)| ||  ___  |  ) _ (    |  _____)|  ___  |  \   /  | (\ \) ||  __)
| |   | || (   ) | / ( ) \   | (      | (   ) |   ) (   | | \   || (
| )   ( || )   ( |( /   \ )  | )      | )   ( |   | |   | )  \  || (____/\
|/     \||/     \||/     \|  |/       |/     \|   \_/   |/    )_)(_______/

                             Faq/Walkthrough
Table of contents
A.Coprywrite
B.Version history
C.Introduction
D.Controls
E.Guns
     1.Melee weapons
a.Lead pipe
b.Baseball bat
     2.Handguns
a.M9
b.Eagle
     3.Shotguns
a.Pump action
b.Sawed off
     4.Automatic Rifles
a.Ingram
b.M4
     5.Explosives
a.Moltov cocktail
F.Walkthrough
     1. Part 1
          a.Roscoe Street Station
          b.Bank
          c.Hotel
          d.Streets
          e.Ragnarock
     2. Part 2
          f.Warehouse
          g.Punchinello Manor
     3. Part 3
          h.Cold Steel
          i.Underground Base
          j.Old Building
          k.Aesir Corporation
G.Copywrite
H.Credits
I.Secrets
J.Frequently asked questions
K.Contact Info
L.Rate My Work

_______________________________________________________________________________
To find a specific section of the guide-
-Highlight the section
-Press Ctrl+C
-Press Ctrl+F
-Press Ctrl+V
-Click "Find Next" or press Ctrl+F again
_______________________________________________________________________________

{-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=---=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-}
(Note: The latest version of this Faq will always be at www.gamefaqs.com,
www.cheatcc.com, www.supercheats.com and www.neoseeker.com)

WARNING:This game has been rated Mature by the ESRB. This game contains strong
language, and lots of gore and violence. Make sure you know this before playing
it. It is suggested you are over the age of 18 to play this game.
 ___________
/A.Copywrite\__________________________________________________________________

This FAQ is copywrite (c) 2003 Wasabi X. 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.
 _________________
/B.Version history\____________________________________________________________

1.00- Finished game. I have wrote the guns, and walkthrough. This may be the
final version, but I am still looking for secrets and will update if found.
But, no faqs yet.

1.10- www.cheatcc.com now carries my Faq. I have also added the first Q to my
FAQs section.

1.11- www.supercheats.com now carries tha FAQ as well. Nothing new, but I have
to update this damn thing everytime someone new asks me for it!

1.12- www.neoseeker.com asked me also. Darn! I have to update this thing every
other day!

1.13- Updated for my new e-mail and added a few line breaks cause a lot of 
people were complaining about it being hard to read.
 ______________
/C.Introduction\_______________________________________________________________

Welcome, if you are reading this now then you have most likely picked up the
Max Payne GBA game. Thank you for picking up this great game. It has been
overlooked wrongfully! This is a great game for all who have missed out on the
console Max Payne's cough gamecubeowners cough. So, without further blabbering
heres the walkthrough for the game......
 __________
/D.Controls\___________________________________________________________________

     1.Basic controls
Here are the basic controls of the game.

^(control pad up)= You go up. But since the camera is at an isometric angle you
actually head north east.

\/(control pad down)= You go in the opposite direction of up. Southwest ward.

<(control pad left)= Head in the northwest direction.

>(control pad right)= Head in the souteast direction.

A= Shoot. You always have a gun in this game. Either with a gun or a melee
weapon.

B= Jump or action. When an ! appears over your head there is an action nearby.
When it starts to flash you can press the B button and it will commence the
action.

R= This button enables bullet time. This cool feature slows down time. If you
are moving and hit the button you will dive in slow motion(rendering you
impossible to be shot by enimies) and be able to shoot while diving. You will
need to have mastered bullet time if you plan on beating this game.

L= Weapon change. While holding the L button  a menu will come up in the upper
left hand corner. You will not be able to move Max while the menu is up. If
you move the control pad than it will put a white box around a weapon. When
you release the L button while a weapon is selected Max will change his weapon
to the one you selected.
 ______
/E.Guns\_______________________________________________________________________

     1.Melee weapons
a.Lead pipe- Standard lead pipe. Takes about 2 hits to kill an enemy. But, it
is close range and should only be used as last ditch.

b.Baseball bat- Like the lead pipe. Except stronger.

     2.Handguns(Note: All handguns can be used as dual hanguns if you run into
     any enimies doing the same)
a. M9- You start the game with this gun. It takes about 3 shots to kill a
normal enemy. Good gun all around, and you will have enogh ammo to last forever
just from getting the bullets in the first level! It takes M9 clips.

b.Eagle- You will get this gun when you kill the very first enimies. Much like
the M9 it is semi auto handgun. It takes an average of 2 bullets to take an
enemy down(1 less than an M9).

     3.Shotguns
a.Pump action- Very powerful. It takes 1 shot to kill a normal enemy. But, it
has a slow rate of fire.

b.Sawed off- This is exactly like the shotgun except that it has a faster rate
of fire.

     4.Automatic rifles
a.Ingram- A small submachine gun. It has a very fast rate of fire. It can also
be used as double ingrams.

b.M4- A very powerful gun with a fast rate of fire. This will be your best
freind for most of the game.

     5.Explosives
a.Moltov Cocktail- It will explode in an firey inferno. It will kill almost any
enemies on cantact.

b.Grenades- Like the cocktails but more effecient. You can trhow farther making
the chances of you getting caught in the explosion smaller.
 ________________________
/                        \_____________________________________________________
|                                                                             |
|                                                                             |
|           __  _   _  __ ____ __ __   ___  _  __ _____ __  _   __            |
|         ,'_/,' \ / |/ // __// //  \ / _/ / |/ //_  _// /.' \ / /            |
|        / /_/ o |/ || // _/ / // o |/ _/ / || /  / / / // o // /_            |
|        |__/|_,'/_/|_//_/  /_//__,'/___//_/|_/  /_/ /_//_n_//___/            |
|                                                                             |
|                         Case File: MAX PAYNE                                |
|                       [Continue at your own risk]                           |
|                                                                             |
|                                                                             |
[_____________________________________________________________________________]
 _____________
/F.Walkthrough\________________________________________________________________

In the beggining........

Payne- "To make any kind of sense of it I need to go back 3 years. Back to the
night the pain started. I was still in the force back then. NYPD, Manhattan,
Midtown North Precinct. Hell's kitchen."

Alex- "So, when are you coming to work for me, detective Payne?"

Payne- "You'd make me work undercover in some hellhole. Sorry Alex. Michelle
and the baby come first. See? My last smoke. Its bad for the baby."

Alex- "That's you, Max. A regular boy scout."

Payne- "See you Alex."

Alex- "Still on for poker thursday night, right?"

Payne- "Like taking candy from a baby."
End scene.

Start scene.
Payne- "Life was good. The sun setting on a sweet summer's day, the smell of
freshly moved lawns, the sounds of choldren playing. A house across the river,
on the Jersey-side. A beautiful wife and a baby girl. The American dream come
true......Honey i'm home! But dreams have a bad habit of going bad when youre
not looking."
End scene.

Start scene.
Payne- "The sun went down with practiced bravado. Twilight crawled across the
sky, laden with foreboding. I didnt like the way the show started. But they
had given me the best seat in the house. Front row center. Something ugly had
been tattooed on the wall, a map of things to come. It was a poison syringe,
a magic tag full of diabolical meanings.*picks up phone* 'Listen! Someone's
broken into my house. Call 911."

???- "Is this the Payne residence?"

Payne- "Yes, someone's broken into my house, they are still here you have to-.

???- "Good. I am afraid I cannot help you."*hangs up*

Payne- "Who is this? Hello?"
End scene.

Start scene.
Payne- *holding dead wife* "Noooooooooooooooooooo!"
End scene.

Start scene.
Payne- "That was 3 years ago. Everything ripped apart in a New York minute. The
killer junkies had been high on a previosly unknown designer drug: Valkyr, V.
After the funeral, I told Alex I would be transferring to the DEA. It took us
3 long years to get a break in the Valkyr-case. Then finally, two months ago,
a dime-dropper tipped us off that Jack Lupino, a mob-boss in the Punchinello
crome family, was trafficking. I went undercover, infiltrated the worst mafia
family in New York."
End scene.

This is how the story begins........



     1.Roscoe Street Station
Payne- "I came in from the cold and the dark. Outside, the city was a cruel
monster. I'd been slowly working my way from small-time to the big fish. Trying
to get to the source of the drug. Alex and B.B were my only contacts in the
DEA, the only ones in this decrepit city who knew I was down here."

B.B- "B.B here... Something urgent has come up with Jack Lupino. You need to
meet with Alex immediately... at the Roscoe Street Station."

Payne- "I hadnt had a face to face with Alex since I had gone undercover...
The feeling hit me like a point-blank shot straight in the face. Something
was not right about this. My beretta stirred nervously under my coat, but the
train doors had already shut behind me, and I was in for the ride. Next stop:
Roscoe Street Station, and Alex...."



You start out in front of a white door. Go through. You will find yourself in
a hallway drenched in blood. Go through. In the next room you will see a dead
body, open the cabinet(B button). There is an M9 clip inside. Grab the other
clip and the painkillers. There are more painkillers in the room at the bottom
left. Go back through the hallway and walk out through the door you came
through. There will be 2 enimies talking. They will notice you, kill them.

Grab thier eagles and continue up the stairs. You will see a dead guy in the
hallway(the cop the guys downstairs were talking about). Kill the man in the
hallway. There is a corner at the end of the hallway. An enemy is standing
waiting for you with a shotgun. Jump around the corner in bullet time and shoot
him. There is a monitor, you can try but the door is locked. Head downstairs.
Downstairs you will be attacked by an enemy. Kill him. Walk further and 2 more
enimies will attack you. They both have shotguns so watch out. You need to get
on the train but the power isnt on. Go through the white door. There will be a
standing right there. Fire quickly. The man will talk to you and he tells you
he can unlock the door. Follow him. When he goes up the stairs you might want
to go through the white door you missed on the way down. There is only 1 enemy
and alot of shotgun ammo. After picking it up go up the stairs. The man will
unlock the door and shoot the man who helped you. Go up the the panel and open
the door. There is nobody in the room so go through the next door. There are
4 enemies in the room and a cabinet with some M9 bullets. Go through to the
next room. Go over to the panel and activate the electricity. There is also
a cabinet full of painkillers. Go back downstairs and hop into the train.

     2.Bank
You start off in the sewers, there is an enemy behind the rock in front. Kill
him. Use your bullet time and shoot the gas can on the ledge above you. It
will kill the 2 enemies. Grab thier ammo and go through the door.

Payne- "The rusty door led to an abandoned part of the station, closed off
since the early '40s. Something big was going down at Roscoe Street Station.
Maybe that's why Alex had wanted to meet me here. Maybe not. One way or the
other, I was going to find out."

Once out of the cutscene, you will be placed in a room and attacked by some
enemies. There are 2 in front of you and 1 more around the corner. Kill them
and go through the next door. The next room is empty. Go through the door. In
the next room some guys will be argueing over the deteonater. They will notice
you and shoot you. Kill them all! There will be 2 guys in the next room, kill
them and go through the hole in the wall. There will be one guy directly in
front of you, and a guy around the corner to your right. And there will be one
more standing in the doorway to the next room. Kill him and go through. In the
next room you will be faced with 2 enemies. 1 of them has an M4 so watch out.
Activate the panel and go into the next room. Kill the 3 enemies and answer the
phone.

Payne- "We come to you now live from the crime scene."

Jim- "Who is this?"

Payne- "Right back at you."

Jim- "This is Deputy Cheif Jim Bravura from the NYPD. You are to cease your
criminal activities and surrender immediately."

Payne- "Sure thing, Jim. Me and the boys been talking, and everyone's real
sorry. They'll never do it again."

Jim- "Who the hell is this?"

Payne- "Being in the place of the crime scene hadnt tipped the odds in my
favor."

After the phone call go over to the panel and press it. Go through the newly
opened door. There are papers scattered all over the table. Walk up and read.

Payne- "The bank robber had been after Aesir corporation bonds. The Aesir
success story had recently been on every channel, and on the cover of every
magazine."

Grab the painkillers on the table and walk out of the room. Go back to the
panel and press it agian. Go through the other door. The other room has a
table with some painkillers and detonaters on it. Go over to the detonaters
and examine them. Take the detonaters and go back outside. Press the button
again and go back to where you had come from. Backtrack to the room where the
people were arguing over the detonators. Examine the door. Once you do so run
far away from the door. It will explode in a few seconds. Once it does walk
through the newly formed hole. You will run in and meet Alex. He askes whats
going on but before you can fully explain he is shot. You have to chase the
muderer. 2 guys will attack you. Kill them and proceed up the stairs. The level
is now over.

Payne- "Alex had kept me relatively sane for the past 3 years. Now I didnt knwo
how I felt. Some how he had stumbled upon something big and ended up stepping
on Jack Lupino's toes."
End level.

Payne- "Lupino ran his racket of sex, drugs and contract killings from a sleazy
hotel and a slum block of tenements. The NYPD was closing in. I could hear the
sirens. Thier wail was a creshendo. Lupino thought he could get us by taking
Alex out, and leaving me to take the fall for it. I had gotten the attention.
Lupino wasnt in his cheap hotel. Instead I ran into the Finito brothers. My
cover had been blown. The doors slammed shut behind me. Then I was dodging
bullets like raindrops."


c.Hotel
You are immediatly thrown into the action. You must face off with the Finito
brothers. It isnt very hard. After killing them take a look at the letter on
the desk.

Payne- "I had met Lupino only once. The gangster ran all his rackets through
his right hand man, Vinnie Gognitti. Gognitti was a high-strung whiner on the
verge of breaking apart like an overamped energizer bunny. He had the brains to
run the buisness but he lacked the balls, always falling short, taking his
frustration out on under-aged addicts and call girls."

Vinnie- "The V-deal goes down at yer hotel. Jack's exact words, qoute: 'Vinnie,
you're in charge of this one', unqoute. Rico Muerte's coming to see it through.
Anything goes wrong an' everybody's gonna get dead. Goes double for you. Treat
this guy real good, anything he wants, you give him. Don't screw this up or yer
finito, Finitos."

Payne- "A V-deal meant added security, locked doors, and lots of nervous thugs
with itchy trigger-fingers. I had seen nothing coming in, but that didn't mean
it hadn't been there. Rico Muerte was a regular Keyser Soze, a spook story told
to keep the apes in line. 313, the Finito's had scribbled Muerte's room number
on the note's margin."

You will be put back into gameplay. Seems some guys are knocking on your door.
When they run in kill them. There are 3 guys. Just use bullet time. Then run
out the door. Once outside you notice that the stairway is locked and the lift
doesnt work. Go ino the next room and examine the radio. It will tell you that
you are the suspect in killing Alex. Go into the next room. The door in that
room is locked too! Shoot out the windows and exit the room. Once outside go
into the next entrance. There are 2 guys in the room Kill them and go through
the door on the bottom. There is some ammo and painkillers in the box. Grab
them and exit. Go through the other door. You will see a thug watching lords
and ladies(lol). Go through the first door and kill the guy inside. Grab the
shotgun ammo and go back outside. Kill the lord(aka the thug), when you kill
him 2 more thugs will come through the door kill them and go through the door
they came through. There are 2 guys by the vending machine, kill them and
continue down the hallway. You will run into 2 more, but 1 will run away. Kill
the remaining and go into the room the thug who ran away went into. Kill him.

And examine the T.V. After that go into the other room theres a dead guy and
some ammo in there. Make your way back to the hallway. Go through the door
nearest to you. It will be a room  that has a diary to your left. Read it.
There is a secret door if you open the bookcase, go through and go through the
next door. It leads to another hallway. Kepp on going through it until you see
a white door to your right. If you open it, it will say '313, I had found
Meurte's room'. Go in. Watch out. A shotgun is rigged and will shoot you when
you enter. Dodge it, and read the note.

Meurte- "One of our trusted boys has a monkey the size of King Kong on his
back. We need your special skills for backup on a major deal."

Payne- "Collecting eveidence had gotten old a few hundred bullets back. I was
already so far past the point-of-no-return I couldn't even remeber what it had
looked like when I had passed it."

Walk to the end of the hallway and before you go to the next room head into the
below room. It is the bathroom. There are 3 guys there, shouldnt be a problem.
Kill them and collect the ammo and painkillers in the room. Backtrack to the
last hallway. 3 guys will run out of a previosly locked door. Kill them all and
go into the door they came out of. In the room there is a lift, enter it. Once
the lift door opens go into the next room. You will be in a room(looks like its
the basement) and there are about 3 guys inside. Kill them and go examine the
T.V. Go into the next room, a man will roll around the corner, shoot him. Go
into the next room to find a man dead, with a baseball bat laying next to him.

Take the bat and go into the next room. In this room you should just use
bullet-time to dive around the corner and kill the 2 thugs before continuing.
You'll end up in a hallway with 1 exit. Go though. YOu are in a room with no
enimies. Go to the cabinet and take the painkillers. Go through the dorr at the
begining of the hallway. There are 3 guys in here(looks like they are trading
drugs) kill them and search the room. You will find some keys. Exit the room
and go to the white door at the end of the hallway. Kill the 2 guys in here and
get the painkillers. Exit and head upwards. Go into the room labled BAR.

Rico- "Two mad dog killers, ready to murder each other. They step into the next
room an' i'm thinkin', now they're gonna do it. But no! They sit down in front
of a T.V an' solve thier differences with a kung-fu fightin' videogame. I tell
you, Candy. I was so depresses I strangled them both with the videogame cables."

Candy- "Oh Rico, you're so bad."

Rico- "I am, ain't I?"

Payne- "Rico Muerte. Big-time hussler."

Rico- "Who the hell?"

Thug- "Its that cop!"

Payne- "Muerte went for his gun."

You will be thrown into battle. Rico will run to the next room and 3 guys will
come in. Plus, the girl attacks you. Use bullet-time if you wanna stand a
chance. After deafeating these thugs go into the next room. Meurte will attack
you upon entry, he will also have 2 more gaurds with him. Kill Meurte(note: he
takes more hits than a normal enemy). After you kill them, go to the end of the
hall. There is a chain door you can go by. Go behind the nearby counter and
press the switch. In the room next to the switch there are some painkillers and
M9 ammo. After collecting these go through the door that was innacessible
before. Watch out, there are 3 guys in this room. Attack the guy to youre left
first and then run behind the box for cover. Run out the other end and kill the
remaining 2. After you kill them another 3 will run through the door. Take them
out and go through the door they came through. You beat the level.

Payne- "Turn around, walk away, blow town. That would have been the smart thing
to do. Guess I wasnt that smart. Lupino's tenement buildings were a seedy
hangout for all kinds of sleaze. A liqour store, a pawn shop, a laundromat full
of mobster bookies and loan sharks. The list went on. The how and why were a
mystery to me. They knew I was a cop. They knew I was coming, and they were
going to get real trigger-happy about it. I got to see Lupino's hangout all lit
up. A bomb went off, turning snow into liquid gold. A pillar of fire lifted the
remains of a car straight up into the air. The flames were highlighted on the
hood of a black Mercedes-Benz, as it coasted down the street, real slow. As if
the driver didn't have a worry in the world. I got a good look at the man
riding shotgun. It was Vladimir, the head of the local Russian mob, the fly in
Don Punchinello's soup."

     d.Streets
You start off in the snowy streets of New York. Run and you will se a van Open
it up to get a sawed off shotgun. To the left of the van is a stariway, go
down. Go forward and you will run into 2 enemy's kill them. Go into the nearby
door and kill the enemy, grab the ammo and go back. Go down the hall and grab
the painkillers on the shelf. Go through the door.....its locked? Fire a shot
in the other direction and move it! A gas tank will fly towards the door and
smash through. Now go through. There are 2 enemies in here. Just bullet-time
around the corner and kill them in one 'fell swoop. There is alot of M9 ammo in
here if you need it. In the next room 2 guys will pop out. Use bullet-time if
needed and kill them. There is an Ingram clip in the indent but nothing in the
lockers. Go into the next room. A man will pop from behind the box, he
continuelly rolls making him hard to hit, I suggest hiding behind the box and
popping out and shooting. The phone will be ringing. A mysterios man named
Alfred Wooden is on the line and he says the police are coming. He quickly
hangs up. Go to the next room. There are 4 guys in here, kill them and go into
the room at the bottom left. Pick up the keys on the table and exit the room.

Go through the double door at the top. Watch out! A man will trhow a moltov
when you walk in, use bullet-time and kill him, if you are hit by the moltov
you will die instantly. After killing him pick up his ammo and go up the
stiars. In here you will be attacked, this is har becasue you are cramped but
you should have no problem if you use moltov's. Kill him and head to the next
room. In the next room kill the guy and lure the other one to fall. Jump over
and collect the M9 ammo, then proceed to the next room. There are 2 guys in
here. Kill them. The door is locked but the window has been smashed, jump
through and start on the plank. You'll be put in a room and instantly attacked
by 2 guys. Kill them and use bullet-time if you are low on health. Proceed to
the next room. You will be out on the room again, kill the guys and go over the
pipes, you will start to hear sirens and 2 enemies will apear in the next area.
Take care of them and go inside. There are some painkillers and ingram ammo in
this room. Collect it and proceed to the next room.....

Payne- "Vinnie Gognitti, just the man I've been killing to see."

Gognitti- "Payne! Freakin' fed! I knew from day 1 there was something screwy
'bout you. Waddya think yer doin'? Yer a freakin' cop, you ain't got squat on
us. You can't just come in here wavin' yer peice like it meant somethin' -."
*Gunshots*
Gognitti- "Yyeeaargh! Oh my god, oh god, you shot me, aaahhh. You're dead
Payne! What the hell are you waitin' for, you apes? Kill 'im! Kill 'im!"

"Apes"- "With pleasure, boss."

Payne- Gognitti bailed. I made like Chow Yun Fat."

You will be trhown into a room with 3 guys. Gognitti will run, kill the guys
and examine the letter.

Payne- "The letter was adressed to Don Punchinello, but Vinnie had never had
the nerve to finish it."

Vinnie- "Jack's gone voodoo. Just the other night he shot Dino 'coz he wanted
to see what his brains looked like splattered on the wall. He's a freackin' mad
dog. We're runnin' out of men an' business fast."

Payne- "Gognitti had been living in mortal fear of his boss. Jack Lupino was a
phyco. Vinnie Gognitti was running scared. He could run, but with a bullet in
his stomach like a broken bottle of Tabasco, he was quickly running out of
time. He knew where his boos was, and I wanted to square things up with Jack
Lupino. Gognitti would be moving fast. I don't know about angels, but it's fear
that gives men wings."

You'll be back in the room where you examined the letter. Run into the door
through you're left and chase Gognitti through the next 2 rooms onto the roof,
there will be a long chase scene through the roof. Take you time, you wont lose
him as it is a straight path. The path will be littered with thugs. I suggest
the sawed off shotgun, you will get fast rate 1 shot kills and it wont slow you
down. The hardest part is judging whether you will fall off the building. After
awhile you will trun up back inside. Chase him again. After 2 or so rooms of
more chasege you will end up back outside. Gognitti will run into a dead end.
You will have to kill 2 thugs and Gognitti. Gognitti takes double the damage as
regular thugs so take him out using bullet time.

Payne- "Where's Lupino? Bad start Vinnie."

Gognitti- "Aargh! Plice brutality -."

Payne- "I rate pretty high on that."

Gognitti- "You... you can't just hurt me in cold blood."

Payne- "Ah. You just keep telling yourself that. Listen good, candy man. I'm
not going to be anybody's fall guy. I wanna know where your boss is hiding."

Gognitti- "I'll tell ya'! I'll tell ya'! Just dont do no more! Lupino's at the
Ragnarock, the night club! Book me, take me in, haul me to the freakin' jail.
Just dont hurt me."

Payne- "Your rights will be read at your funeral."
End level.

     e.Ragnarock

Payne- "Ragnerock was as inviting as a headache, flickering and flashing to a
machine gun beat. The belly of the nightclub was a gothic theme park that began
with bondage games, and led to the nasty stuff from there. As subtle with its
dark message as a cop killer bullet through the heart. Like father, like son.
Just like Jack Lupino."

You start off in a rock covered area, this level wastes no time and starts with
2 guys attacking you. Easy. The double doors are locked, so go though the door
labeled "Tickets"(Note: There is a door at the bottom that contains some
shotgun shells. Go there first if needed). There will be a guy inside, kill him
and grab the painkillers. Then go over to the switch and hit it. Go upstairs
and do the same. Read the book if you must. Go through the next door and you
will be confronted by 3 thugs. 1 drops painkillers.(Strange, you should have 3
painkillers by now, is it suggesting a hard part coming?). If you go behind the
bar near the door you will get more painkillers. Go up and you will be attacked
by 2 guys. Examine the book on the table and the bookcase. Go through the door
at the bottom, some guys will jump through the next door and attack. Kill them,
take the supplies(more painkillers anyone?) and go through the door. Immediatly
shoot. Make sure not to fall down the hole and run up the stairs. When inside
the next flight a guy with double M9's will attack. Kill him and go through the
next door. The bad guy music will start playing, lets take a looksees......

3 guys? What a waste. Anywho, you'll get 2 more painkillers, once killed and
collected go examine the panel. You will see the curtains(remeber them?) open
up. Backtrack to them. Once at the curtains you will be attacked by 2 elite
thugs. They are hard but you have painkillers remeber? Anywho, there are 2 more
guys in the next room. Kill them and proceed. Go up the stairs, you will be
attacked but only by one guy. Go through the stairs and go into the door, kill
the 2 guys inside. Examine the books. Go into the next door and take the ammo
while killing the guy. Go forward into a long stretch. You will be greeted by
Jack and lots o' elite thugs.

Payne- "I had known there'd have to be a catch in it somewhere, and this one
was the Empire State Building of catches. Lupino was pumped up and dying to go
15 rounds with a mutant alligator. And then he started this spooky monket talk.
Straight from a bad dream... mine."

Lupino- "I have tasted the flesh of fallen angels. I've tasted the Devil's
green blood. It runs in my veins. I have seen beyond the world of skin, the
architechture of blood and bone marrow. Death is coming! She is coming, and
hell follows with her! This is the twilight winter. I am ready to be her son!
Her time is now, and all who stand in her way will die!"

Time to battle these goons! Use your most powerful weapons(I used the sawed off
and Moltovs). And make sure you use bullet-time to its full extent!
Whew....hard wasnt it? Walk over to Lupino's body.

Payne- "When Lupino finally went down, I wanted to make sure he'd stay that
way. V was a bad monster, turned them into freaking zombie demons from outer
space."

???- "I think he's dead already."

Payne- "Huh?"

???- "But dead or not, you've got the wrong guy."

Payne- "In stepped this knockout femme fatale, holding a gun to my face."
Save.
Payne- "Lisa Punchinello? Lisa Punchinelle was the don's wife."

Mona- "Mona Sax, Lisa's evil twin."

Payne- "Your safety's off, evil twin. You might hurt someone with that gun of
yours."

Mona- "Lisa's the damsel in distress, I'm the professional. I'd blow you away
without batting an eye."

Payne- "Sure, and you can see my credentials splattered all over this joint."

Mona- "Jack couldn't have framed you, not the state he was in. We're after the
same slimebag. Angelo Punchinello's the one who murdered your freind and framed
you with it."

Payne- "You know this for a fact?"

Mona- "I've got my sources."

Payne- "I don't have a clue these days, I just shoot them as they come. Who put
a contract on the archfiend?"

Mona- "This one's mine. I hate the guts of that sadistic wife-beater. Why not
pool our bullets for this one?"

Payne- I thought you'de never ask. My figers starting to twitch."

Mona- "How do you like your whiskey?"

Payne- "I'm easy, as long as you dont try to slip me a Mickey."

Mona- "You're a real angel, Max..."

Payne- "Tasted sweet as honey going down."

Mona- "Nothing personal. Can't risk you going berserk and getting Lisa killed."

Payne- "Uunhhh.*collapse* The nightmare was always the same. Violent shapes
moving in darkness, old and ugly. The killer's mad laughter was a riddle filled
with wicked innuendo. Somewhere, the baby was crying. The Payne family.
Happiness captured in a polaroid moment. I had thoguht it would last forever.
Till death do us part. I didn't want to think about it. As long as I didn't, it
could never happen. But I had broken my own rule, the thought had already
slipped in. Fear was rusty needles poking at my brain. Cold and scaly, it
slithered down my chest. Michelle was working part-time in the District
Attorney's office. Her diary was open on today's entry, her handwriting all
pretty curves."

Michelle- "An Amy dossier found its way to my desk yesterday. Valhalla? Isn't
that a Norse myth? Something about the Vikings? I tried to tell Max about it
but he was busy, that cute frown on his brow. Guess it's nothing, just a mix-up
at the courier service."

Payne- "From now on I promise to talk to her more. It was a hollow premise. Too
little, too late. I woke up in a bad dream. My head felt 2 sizes too small for
my brain."

Frankie- "Max Payne. Pleased to meet you. I'm Frankie The Bat Niagara."

Payne- "Niagara as in you cry alot? He had a baseball bat and I was tied to a
chair. Pissing him off probably wasnt a smart thing to do."

Frankie- "Nothin' wrong with a little laugh now and then. Take me for example.
I love to watch cartoons. Cartoon violence's a fascinatin' thing. Let's take a
break. I need to take a leak and maybe grab a cold one at the bar. Don't worry,
I'll be back to finish this off. An' then it's checkout time. You play, you
pay, you bastard."

Payne- "He swaggered out, and the door clanged shut behind him, locks clicking
into place. Everyone makes mistakes. Mine hadn't been to crack jokes about the
goon with the bat, he'd have cracked my skull regardless. It hadn't even been
to trust a girl with a gun. I had blindly gone after the first bad guy on my
hit list when I should have been aiming further up the ladder, at the head of
the Punchinello family. I couldn't bring myself to be pissed at Mona. Guess I
had a soft spot for a pretty face. But when someone had decided to play
baseball with my head I had to go sour."

2.Part 2
     f.Warehouse
You start off with nothing but a baseball bat, run out the door behind the
furnace and smack the guy, Grab his gun. Go wild:) A total of 5 guys will come
out and attack. Go back and go through the opening at the left of where you
started. Kill the 2 guys in the hallway and go into the room you had passed. It
has some ammo and painkillers. You'll need em. Go back into the hall. You will
see an elevator but skip it. Go foreward and you'll be back in the hall you
started in. Go into the opened garage. There are 2 guys in here. Kill them and
take all the supplies and continue through the next garage opening. You're back
in the hallway with the elevator. Go inside and examine. You'll be at a new
floor. Kill the 2 thugs and collect the supplies. Everywhere leads to the same
place but I suggest going the long way(bottom) so you can collect ammo. Once
out on the roof go into the metal room. Attack right away and collect the
supplies. There is one elite guy on the street. Kill him and proceed. You will
hear sirens in the streets. Go up until you see the entrance to the hotel. Go
in.

Payne- "The men in blue had come ond gone. They had decorated the place with
chalk outlines and teid it together with yellow tape. The cops who had stayed
behind were dead. Frankie, his boys and I had the place all for ourselves."

You start off in a building....you've been here before. Remeber? Anyways, the
ground is covered in body outlines. The police have cleaned up what you had
done before. Go down into the door and you will see a scene with a man talking
to someone on the phone. Go inside and take care of the guys, there are 3 of
them. Kepp going down and kill the 3 guys in the next room. Go back into the
last room and examine the radio. Then continue down the hall and go into the
bathroom. Kill the thug in there and take the painkillers. Go back and go
through the opening above you. There will be some ammo and painkillers in here.
Then go into the next room and watch the scene.

Payne- "The hotel bar was deleoping quite a history. True to his words, Frankie
was there, having a beer."

Frankie- :Jesus Christ! How the hell did you get loose?"

Payne- "Got bored waiting. Thought - what the hell, we could just as well
finish this here."

You will be thrown into a dogfight with 4 guys. It's ver tough and Frankie will
take about 3 hits(shotgun). Kill them all and save.

g.Punchinello Manor

Payne- "Vlad had seen my smoke signals. The Mercedes was revving to go, almost
drowning out the banshee wail of the sirens."

Vlad- "You coming? We'll drop you off at the Punchinello manor."

Payne- "Sounds good to me."

Vlad- "When this is over, look me up. I could use a professional like you."

Payne- "I'll keep that in mind. The night groaned with cold. The garden lights
flickered nervously. In thier light the falling snow was dead white before the
darkness ate it up. I had heard the stories. The Trio were mad dogs. They'd
have hung the heads of thier enemies over the manor gates if the capo had only
let them. Punchinello wanted Payne. He'd see the pain. Someone had graciosly
left the backdoor open for me and killed the gaurds. My money was on Mona. I
knew the Trio would be standing inbetween me and Punchinello. I had read thier
rap sheets, tick as phonebooks. No one would be walking out of here alive."

You will see a short scene showing you the Trio. And will start off near a
couple of dead bodies. Go through the door nearest to you. Shoot the boxs to
find some ammo. Then examine the body on the table.

Payne- "Someone hadnt enjoyed the don's hospitality. Someone with a flair for
the dramatic, someone who had let herself out of a locked cell and past a
couple of armed guards. My thoughs were on Mona again. I could only hope she
was a good enough gambler to walk away while she was still winning. Before
she'd run into the Trio."

After that go out the door. Head towards the other door. Kill the thug who
comes out and pick up the ammo and painkillers. Kill the enimies in the hall.
Go into the nearby door and kill the enemy in there. Grab the painkillers and
ammo and go back into the hall. Go into the next door and kill the 2 guys. Go
into the nest room. A guy will yell and run into the next room. Grab all the
ammo and painkillers. Examine the papers.

Payne- "The word on Lisa Punchinello was that she was a bit of a witch. The
tarot cards on the kitchen table fit the picture. They weren't my kind of
cards, but I was willing to take a crack at the hand Mrs. Punchinello had
dealt. The first card was the tower. Maybe that was supposed to be the manor.
It got easy after that. The Devil was the master of the house, and Death was
me, coming for him."

You're back in the room. Go into the room the man had run away from you in.
There are 3 guys in here. I suggest an Ingram. Bullet-time forward and just
keep on shotting. They will die. Once done, go back into the room with the
cards. There are 2 guys in here. Kill them and go into the room to the right.
Not the white door, the right door. There are 2 thugs in here. Kill them and
avoid the grenades the guy is throwing from the ledge. Go into the next room
and kill the guy behind the sofa. Then examine th piano before continuing.

Pressing the A button will make Payne hit the keyes. I cannot recognize the
song, but some body will!(If you find out please e-mail me at
Sushimi_X@yahoo.com). Go into the next room. Kill the 2 guys and collect the
ammo. Then go into the white door. Kill the guy by the staircase, then kill the
one who comes down the stairs. Go up the stairs and go to the nearest door.

Kill one of the Trio guys in there. 2 down, 1 to go. Go back, and go into the
white door at the other end of the landing. There will be a warning that they
are blowing the door. RUN!!! It will explode. Then go into the door. Kill the
three guys in here, but dont waste painkillers. This isnt the last of the trio.

It is just 3 thugs. Kill the 2 guys in here and grab the painkillers. In the
next room, there is a body on the bed, examine. Seems it could be Mona or her
sister. Keep going and examine the phone(grab the painkillers also. It's Woden,
he warns that an armed helicopter has landed on the estate. You've got company.

Go into the next room. You'll be in a hallway, there are 2 guys to kill. Kill
'em. Then go into the next room. Number 3 is in here, plus 2 other guys. Kill
them pick up the painkillers and continue....what? You thought the level was
over? Okay, maybe it is.

Punchinello- "Outside my dorr... Hurry... He's coming for me... You've gotta
hurry... please!"

Payne- "I could hear Punchinello on the phone, begging for help. He should have
been saying his goodbyes."

NOT! A man will come in and shoot Punchinello and then go for you. Kill him and
exit. You will be surrounded by at least 10 guys.....dont worry. You dont have
to fight them.

Payne- "I could tell that I was outgunned. It was time to get another beating.
The mystery witch was a real barracuda, trouble on dagger-heels, a smoking
assault rifle in her hand, and an army of killer suits behind her."

???- "How sweet, I get to kill two birds with one stone."

Payne- "Sooner or later it was going to catch up with you."

???- "Mr.Payne. It's time to show you the benfits of my brew. Be a good boy
now."

Payne- "You'd find that lady luck was really a hooker, and you were fresh out
of cash."

Save your game.

???- "Gentlemen, we are done here. Take me to Cold Steel."

Payne- "She had just given me an O.D of Valkyr. I could feel green fire eating
my brains.  They truned to steam. They did a fade on me. I had never had a
chance. The witch had got me just as sure as if she'd put a gun to my head and
pulled the trigger. The shadows rushed me, bruised mug-shot faces hungry for
revenge. They knew my weak spots and closed in for the kill. The floor turned
into a vortex of green blood. I fell."

Michelle- "Max, something happened at the office today. A strange memo, talking
about Vikings."

Payne- "Honey, I've got to run. You can tell me all about it this evening."

Michelle- "Have a nice day, darling."

Payne- "The bullet holes were rubies on her chest, blood glowing on her ivory
skin. She was so beautiful. The killer was smiling."

Flashback Lupino- "The flesh of fallen angels."

Payne- "Slowly the green nightmare faded, leaving dark stains on my soul that
would never come off. I felt like flatlining. I was all shook up. I woke up in
a cold sweat, sick and tired to the bone, lying in a puddle of my own puke. The
hag had said take me to Cold Steel before it had all gone crazy. It was a clue,
the only one I had. It took me forever to crawl back to my feet and hit the
road, but when I did, I drove straight to Cold Steel foundry outside the city.
There was a whole lot of action around the place for a freezing winter night,
truck coming and going, men running. I had the drop on the mystery witch, she
thought I was dead. I was on her blindside. I was going in..."

3.Part 3
     h.Cold Steel
You start off in a room with nothing but some box's and a laser trip bomb. To
avoid damage I threw a grenade near the bomb and it went boom:) But, I think
you might be able to go through the laser nearest to the wall. Anyways, when
you go through collect the ammo from the nearby boken box and go through the
door. Go down the staris and kill the 2 men down thier(1 is hiding). The go
into the nearby steel box and kill the guy who suprises you in there. Collect
the ammo in both steel boxs and go back upstairs. But dont go through the door.

Instead go right. Keep going until you reach a door. Go in to find some
painkillers, ingram ammo(and I strongly recomend you use the Ingram is this
level since you dont have your sawed off anymore. Examine the radio also, it
informs you about the ongoing storm(NOTE: If you do examine the radio the
enimies outside will respawn). Leave the room and go back downstairs. Go to the
switch in the left corner and press it. It will open the door, go in. There are
2 guys in here. Kill them and grab the painkillers in the breakable box. After
your done go into the next room. More trip bombs.  Get behind the silver steel
and use a grenade. Then proceed. Kill the man in here and go for the
painkillers. This will lure another thug with a shotgun, stay at the crner and
when he is in range bullet-time around the corner and take him out. Take all
the supplies and continue. You will have to use the switch again, once done
proceed. This is tough, one guy will shoot across the molten pit, another is
shooting from right beside you. Now, the second guys is tough, get too close
and he will grenade you, use bullet-time on him and dont bullrush or your dead.

Once you've taken this room go into the next one. In here there are more
tripmines. Shoot the first guy and keep shooting till the mines explode. Then
bullet-time around the corner and finish the second guy off. A guy will be
hiding around the boxs. Shoot him as he rolls out. Then go around the corner
and kill the other guy. He tends to only use grenades, so be careful. Then,
finish off the guy gaurding behind the door. Then, you will be in a room with a
guy standing on a ledge shooting you, kill him and then keep going, another man
will come from around a corner, kill him. Go into the next door and kill the
man in the hallway. Go into the nearest door and kill the 2 men in there. 

There are a ton of painkillers and piles of ammo in here. Take it all, and then
examine the phone. It will inform you that the thugs know your there. Its party
time. Go back into the hallway, and then through the next door. There are 2
guys in here. Kill them and the open up the cabinet. Go around the corner and
into the nearest door. Collect the painkillers and ammo in the cabinet, then
examine the papers on the desk.

Payne- "The mercenaries were running a tight operation, paperwork and all."

Mercenarie- "Merchandise missing again. A chemist had tried to smuggle it out
for his own private party. Locked himself up in cell 87 in D-6's old test
facility to wait for proper processing."

Payne- "I was close enough to hear the secrets just beyond the next doorway."

When you walk back outside you will be confronted with 2 new enemies. Kill them
and proceed through the door you didn't go through the first time. Kill the
enemy in the room and then go into the next room. Trip bombs.....do the same
thing as before. Except this time a hole will be cut in a pipe and fire will
spring out. Examine the wheel and the fire will stop. Then proceed through the
door. You will be in a hallway, 1 guard, nothing much, keep on going. You'll be
in a room with more trip mines. Use a grenade, but this time no lever. You have
to wait for the fire to stop and then go through the opening. Watch out though,
if you run into it, it means instant death. Go through the first one and
collect the things on the side, then continue. Then go through the last one,
now you'll be at the door, proceed. You'll be in another hallway with 1 enemy,
easy stuff, continue. In the next room a flame will be blocking your path to
one of the doors, so go through the other one. Go through the flames and turn
the valve(conviently placed right behind 3 flaming pipes:). Once done, exit and
go through the previosly unaccesiable door. You will be in the hall, kill the 2
guys and then shoot the gas can. Then go through the door. You will be in a
room with 2 doors, go straight ahead into the first door. Kill they guy and
collect all the ammo and painkillers, then examine the console. The console
will tell you to go to elevator D-6. Exit the room and go into the other door
in the room(NOTE: There are 2 enemies in the room when you go back). Go into
the room and kill the guy on the edge with the computer, then kill the man who
followed you. Examine the console. The steel will crush the door, and now you
can go through. FIRE!!!! You will go through a hallway will flames, easy. At
the end of the hall examine the button to open the door. Go in. Kill the 2
thugs and collect the ammo out of the breakable box. Examine the button and
proceed. Kill the man on the ledge, you are at elevator D-6, examine the
buttons. A red light will flash(alarm) and 2 thugs will jump out. Kill them and
go into the elevator and save.

     i.Underground base

Seems the elevator leads to an underground base, you start off in a small room,
pick up the painkillers and ammo to your right and then examine the panel. You
will be in a room where some thugs are talking, they will kill thier partner,
activate the self-destruct sequence and attack you, kill them and then stand in
the middle of the room and press B.

Payne- "There was an old army bunker under the steel mill I knew the military
plaque on the floor. I had seen a thousand variations of the insignia on
crumbling brick walls everywhere in the city, the sword replaced by a syringe.
Project Valhalla. Valkyr. V for Valhalla. All of a sudden it read like a
crackpot conspiracy theory."

You will be in the same room. Go to the panel that is green, go inside the room
 to see more thugs talking. They will attack, kill them. Run behind the green
containers and grab a bevy of painkillers. Then go into the next room. Kill the
man in the hallway and continue. In the next room there will be 2 men. Kill
them and continue. In the next room examine the computer. You need some kind of
door code, so go into the only open door. There will be a small room. Keep
going into the next room. Go into the small enclosed space where the dead
chemist is, the password is on his computer, it is 668. Go back to the computer
and examine, it will unlock. Go into the newly opened door. You will be in an
elevator, once up go outside. You will be in a hallway, continue. Go to the end
of the new room and examine the panel to let a chemist out of his cell. He goes
to block A, follow. In this hallway your new freind is instantly shot. Kill his
muderers and then examine his body, you have his keycard now, continue. You
will be in another hallway, continue. Another elevator, go down. You will end
up in a hallway go through. Go up to the left to the Test Facilities. Go
through the hallway to end up in another elevator, no enemies, boringness. You
will be back where you had to get the password, go to where you got it but this
time go through the door near the body. You will have to dodge the flames, do
so and enter another elevator. Trip mines, use grenades and go to the computer
in the lower right hand corner, examine.

Computer- "Top secret. Project Valhalla. U.S Army. Yggdrasil Network. Valhalla:
the otherworldy place in Norse mythology where the bravest hereos spent thier
afterlife feasting and fighting forever, thier wounds miraculously healed night
after night. Valky: the maidens who chose the most courageous Viking warriors
and carried them to Valhalla. 1991. The research objective is to create a
chemical substance to enhance the stamina and morale of infantry troops. 1995.
Results unsatisfactory. Project cancelled."

Payne- "Someone had decided to continue the sick experiment unauthorized. Just
when you thought you had reached the deepest depths of horror, it suddenly got
worse. How to turn off tat small voice inside your head that started to whisper
that you should be glad, that now, if not before, your revenge was justifiable
on any conceivable moral scale? That small voice proved, beyond any doubt, that
I was damned."

You back int the room. Go across the room into another elevator. You are put in
a room with another dead chemist, grab his eycard(you stealing thief!). Pass
through the next 2 rooms doging the flames, until you reach another elevator.
You run out in bullet-time to see the elevator explode behind you.

Payne- "You piece together a jigsaw and the final picture is you finishing the
same puzzle. A mad, green-eyed killer behind you. An urban legend come true.
The project Valhalla test subjects had been the mad junkies who had murdered my
loved ones. The rest was simple bodycount math. It all pointed to her:
Ms.Valkyr. The factory wnet up in a fiery inferno behind me. All my leads were
dead, turned to smoke and dust. I had lost my way. I hadn;t slept in a million
years.(Save) Woden was waiting for me on the steps of the old building."

Woden- "Mr.Payne. Let's go inside. The others are anxious to begin."

Payne- "The other?"

Woden- "Despite the general misconception, this buidling actually predates the
City Hall by two years, thus being the oldest municipal building still in use
here at the foot of the Brooklyn Bridge."

Payne- "No kidding. The answers I was after loomed large ahead."

Woden- "Mr. Payne, I would like to introduce you to my colleagues in what we
call the Inner Circle."

Payne- "You've been watching to much X-files."

Woden- "You have seen the files on Project Valhalla. We can fill the gaps,
provide you with the information missing from those files. We were all involved
in the early stages of the project during the Gulf War."

Payne- "Whats the catch?"

Woden- "We would very much like to blow this thing wide open. But out hands are
tied. Her name is Nicole Horne. She was the key figure in Project Valhalla.
When the funding was discontinued, she simply refused to quit. She knew exactly
what she had in her hands. Nicole Horne is the president of Aesir Corporation.
She has more than half the city in her pocket. This must be kept under wraps.
If you try to go pubic with this, we will deny any knowledge. We need you to
take her out. After this, I can protect you. Make all the charges go away."

Payne- "That was the cue for the killer suits to kick in the doors and swarm
inside. It was an impressive floor show, but I decided to leave early anyway.
It was only a one story fall- lucky me."

     j.Old Building
You will start off in a snowy courtyard. Kill the 2 men and then go into the
upper left hand corner. Then press down, its sort of a hidden door. In the
hallway you will be attacked, kill the guy and continue down, another person
will come from the door, take him out also and proceed. In the next room kill
the 2 first guys, then kill the ast guy behind the bookcase. Then go up the
stairs. In the upstairs hallway you will run into an enemy, kill him and go
through the door at the end of the hall. Imediatly kill the 2 enemies in here
and examine the computer, seems Woden is still alive. Continue. You will be in
a hallway, kill the 2 enemies and go through the only oepn door at the end of
the hallway. You will be in a room full of cubicles. Go grab the painkillers
and attack the man facing the other way. Then proceed to the next cubicle and
kill the other guy. Proceed into another hallway, kill the 2 men and go into
the door at the end. Pick up the tape in the room. Seems that Nicole had
blackmailed the inner circle, take the tape and continue. In the next room kill
the 2 men and then go behind the desk and examine the thing. Woden has laid out
plans for your assault on Aesir Corporation. You take the plans, then continue.

You will be in a huge room, kill the 3 men that attack you, you cant go through
the elevator so go to the door in the top right. You will be in a hallway, the
enemies will hide behind desks making the impossible to hit, you will sustain
alot of damage in here but you will survive, continue. You will walk in on a
couple guys talking, kill them and take the keyes on the table. Backtrack to
the elevator. Save your game.

Payne- I took my time, cruising around the city in the snow. There was no
hurry, I knew what I had to do now. I took my time, thinking about it, building
up the rage. When I was ready I parked the stolen wheels at the front entrance
of the Aesir Corporation headquarters. Got out, got in, got cracking. I had a
bullet with Nicole Horne's name on it. I had 1,000 for whoever stood in my way.

She had ultra-high-tech security systems, enough mercenaries and weaponry to
start World War III. There was no fear. New York disappeared behind a veil of
snow. I had crossed the threshold. This was her domain: sleek and sexy and
soulless, all glass and steel. A place of color-coded security key cards, metal
detectors and surveillance systems. Colder than a walk-in fridge, cold as a
gun."

     k.Aesir Corporation
You start off in the front of the building, right in front of metal detectors.
Go through, you have to, it will set off the alarms though. You have to overide
the security now that the alarms are going. You will have to take care of many
gaurds. Kill them and go into the door to your left. Hit the switch on the
panel to open level 1 security. Go up, you will be in a room filled with trip
mines, grenade them and pick up the extra life and stuff, then go through the
door at the end of the hallway. Kill the three men in here and then head up the
staris, grab the painkillers and head back downstairs. Blow up the computer in
front of the screen. All the locks are offline now, go back downstairs. In the
main entrance go to the elevator to the far left, press the button.

Payne- "Mona. Looking good."

Mona- "Max, we gotta stop meeting like this."

Nicole- "It will be a cold day in hell before I'll let a narc cop stop me.
Ms.Sax, do your job."

Mona- "Relax, Max. You're a nice guy, I don't kill nice guys."

Payne- "You're not a bad one yourself."

Mona- "It was defferent when Horne wanted Punchinello dead, to cut her ties to
the Mafia. He deserved to die."

Payne- "Same goes for her, she's the bad guy here. Her sister was wispering to
her in my favor. I knew the appetites of ghosts intimately. They hungered for
revenge."

Mona- "MAX!"

Payne- "NO! A gunshot boomed and she fell down in slow-motion. She was a nice
girl, not really a stone-cold killer, and now she was stone-cold dead. Like
religous fanatics or loyal samurai Horne's private army was coming at me. When
the elevator came back down, Mona was gone. There was alot of blood, but no
body. Something clicked for the final time. My mind had never been so clear, as
if somewhere high above the storm clouds were already gone, cold stars blazing
from the black skies."

You will be back in the room, kill any hostiles! Then go up the elevator.
Nicole will run, take care of the merc's and chase her. You will be in a
hallway garuded by 2 merc's kill them and go through. What the guys say makes
you really regret killing them though. In the next room Nicole will run again,
kill the merc's, a total of 6 will have to be disposed of before you can
proceed. When done do so. Bullet-time around the far corner and shoot the
mines, it will kill the two men and get rid of the mines. And then go into the
elevator. The next room will have shotgun ammo in it. You will be out on the
roof. Trip mines block your path around the building, grenade them. Jump the
gaps and kill the shooter. These part is grueling, jumping the gaps stinks. You
will have 2 emeies along the way. Find the door and kill the guy who ambushes
you. Then go into the elevator. In the next room kill the guy in front of you
and blow the mine. Go up the stairs and repeat. You will be in a room with 3
elevators, kill the 2 merc's and the kill the 2 that come through the other
elevators. Then go through the open elevator. Kill the 3 men inside the square
room and then kill the 2 that walk in. Then go through the door at the top.
Either door you go into will lead to a door at the bottom left of the right
angle rrom, but before you go through kill the 2 thugs.

Payne- "Valkyr had been meant to be a white-winged maiden that would lift you
to warrior's heaven. But it truned out to be a one-way demon ride to hell. The
devil was in the drug. I knew. I had met him. And now I was going to kill her.
A devil on earth trying to lift herself to heavem with drug money. No begging,
no bribes, she knew better honor among killers, 'we who are about to die', both
of us knew how this would end. In pain and suffering."

Nicole- "All this, because your wife stuck her nose into things that were none
of her buisness."

Payne- "The cops were coming to take me away. The sirens were like a bad
conscience I couldn't shake."

Nicole- "It's ridiculous you have made it this far. You won't be alive when
they get here."

Your in the room again. Kill all the thugs and examine the computer, it will
reveal a secret door in the wall. Go through. You will see Nicole go through
the door and it will promt you to save. Do so. You will be on the roof. Kill
all the guys as quickly as possible, the use grenades under the supports and
give em 3 good boos, do this on all 4 and the radio tower will fall on the
helicopter. Sit back and watch the ending.
SPOILERS!!!!!!
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Payne- "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."

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

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

Payne- "My ghosts released me from thier 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."

Payne- "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 2 of us."

CONGRADULATIONS! You have opened up new modes and some extras. You have
sucssefully beaten Max Payne.
 ___________
/G.Copywrite\__________________________________________________________________

This FAQ is copywrite (c) 2003 Wasabi X. 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.
 _________
/H.Credits\____________________________________________________________________

I would like to thank alot of people for this. First off Rockstar for making
this great game. Second, my dad, cause i'm using his computer. Also, Take 2 for
publishing this. Nintendo for making GBA, blah blah, oy uget the picture right?
 _________
/I.Secrets\____________________________________________________________________

Once you have completed Max Payne you will unlock varios secrets. First off you
will be able to activate and deactivate 3 codes, All guns, Infinite ammo and
Super Cop. You will also unlock the story synopsis and credits in the extras
menu.
 ______
/J.Faqs\_______________________________________________________________________

Q: Can I post this Faq [place name here]?
A: Yes, as long as you e-mail me and ask permission(Sushimi_X). And, you have 
to give me full credit where you post it. If you do not do these than I am
entitled to take legal action.
 ______________
/K.Contact Info\_______________________________________________________________

If you have any questions contact me at Wasabi.X@gmail.com. Or you can
contact me on AIM. My AIM name is RedAlertZero.

Thanks all!
 ______________
/L.Rate My Work\_______________________________________________________________

Please, rate my work:
http://www.gamefaqs.com/contribute/contrib_ratings.php

Register there and then use the new system of rating FAQs on a scale of 1-10,
one being the worst, and 10 being the best. If you found my work helpful, the
most convinient way for you to show me is not via email or AIM, but rather
rating the FAQ. Thank you.