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Max Payne 2: The Fall of Max Payne is a third-person shooter video game developed by the Finnish Remedy Entertainment and produced by 3D Realms. The game is a direct sequel to Max Payne and is followed by Max Payne 3. It was released by Rockstar Gamesfor Windows on October 15, 2003, for Xbox on November 25, 2003, and for PlayStation 2 on December 2, 2003. In Max Payne 2, the player controls Max Payne, a detective for the New York City Police Department (NYPD) and a fugitive undercover cop framed for murder in New York City at the end of Max Payne. Two years after the events of the first game, Max has cleared his name and is now an NYPD detective. He reunites with Mona Sax, who he first met in the previous game, as they set out to resolve a conspiracy of death and betrayal, finding the mysterious Inner Circle in the center of it all.

Video game critics gave Max Payne 2 generally favorable reviews. Praise focused on its action and story, while criticism targeted its short length. Despite the positive reception, the game sold poorly, leading Rockstar Games' parent company Take-Two Interactive to citeMax Payne 2's sales as a cause for the company's reforecasted finances of 2004. Max Payne 2 received several industry awards, including Outstanding Art Direction at the Golden Satellite Awards 2004, and Editors' Choice Awards from GamePro, IGN, andGameSpy.

Max Payne 2 is a third-person shooter, in which the player assumes the role of Max Payne for most of the game, but plays as Mona Sax in several levels. Initially, the player's only weapon is a 9mm Pistol. As they progress, players access other weapons including handguns, shotguns, sub-machine guns, assault rifles, long-range rifles, and hand-thrown weapons. To move the game along, the player is told what the next objective is through Max'sinternal monologue, in which Max iterates what his next steps should be.

When first played, the game only offers one difficulty level that is adjusted on the fly if the game is too difficult for the player. For example, if the player's character dies too many times, the enemies' artificial intelligence is made less effective, while more health in the form ofpainkillers is made available. After completing the game once, other difficulty levels are unlocked. Two special game modes are also activated: New York Minute and Dead Man Walking. In New York Minute, the player is given a score based on the time taken to complete each level. The Dead Man Walking mode places Max in one of five scenarios, in which he must survive for as long as possible while fighting off endlessly respawning enemies.

Similar to its predecessor, Max Payne 2 allows the player to enable Bullet Time, a mode that slows down time to grant the player more time to determine what they want to do. In this mode, the screen's color changes to a sepia tone to act as a visual cue for the player. When in use, the Bullet Time meter will decrease until it is either empty or the player disables Bullet Time mode. The meter will eventually increase when not in use, but can be replenished more quickly by killing enemies. To simulate the Bullet Time effect, Max can also execute a shoot-dodge maneuver. When the maneuver is performed, Max jumps in a direction specified by the player, and although Bullet Time is activated while Max is in mid-air, this will not deplete the Bullet Time meter. The combat system has been improved forMax Payne 2; the player can now arm Max with a secondary weapon such as a grenade or Molotov cocktail, and when near an enemy, Max can hit them with his weapon as a melee attack. The game includes a rudimentary co-op system that occasionally gives Max allies to back him up when in difficult situations.

Two years after the events of the first game, Max Payne has quit his job at the DEA and returned to his former job as an NYPD detective. While investigating a series of murders by a group of contract killers called the Cleaners, Max encounters Mona Sax, who was assumed dead at the end of the previous game. Wanted for the murder of Senator Gates and, despite Max's protests, Mona is arrested and taken to the police station. While at the station, Max overhears his new partner, Detective Valerie Winterson, talking on the phone about Mona. Suddenly, the station is attacked by the Cleaners, who are looking for Mona. Before they reach her, Mona breaks out of her cell and vanishes into the night. After Max meets her again at her residence, where they fight off the Cleaners who followed Max to her place, they begin hunting down the people responsible for the attack. Their search leads them to a construction site, where Max and Mona defend themselves against the Cleaners. After their foes flee, Detective Winterson arrives and holds Mona at gunpoint. Mona claims that Winterson is there to kill her while Winterson claims that she is simply trying to arrest a fleeing fugitive. After several moments of consideration, Max shoots Winterson, allowing Mona to escape. Before she dies, Winterson shoots Max, leading to his hospitalization.

After Max leaves the hospital, he begins looking for answers. When Max is kidnapped by Vladimir Lem, head of the Russian Mafia, he learns that the Cleaners work for Lem, who uses them to eliminate the competition to his businesses. Max then learns that Lem is part of the secretive Inner Circle, led by Senator Alfred Woden, who had ensured that the charges against Max were dropped at the end of the previous game. Lem plans to kill Woden and gain control of the Inner Circle. Max also learns that Mona is a hired gun for Woden, with orders to kill Lem and Max. After Lem reveals that Detective Winterson was his mistress, he shoots Max in the head, and leaves him for dead in a burning building. Mona rescues Max, and together they go to Woden's mansion to save him from Lem.

At the mansion, Mona knocks Max to the ground in an attempt to follow her orders to kill him, but discovers that her feelings for him keep her from doing so. Lem shoots Mona after realizing that she will not kill Max. Woden then appears in a wheelchair, and lunges at Lem; Woden is killed during the ensuing struggle. Max and Lem then begin to fight, until Lem triggers a bomb that he planted in the mansion. After they both drop to the floor below, Max pursues Lem through the mansion. Max faces Lem in a firefight, and eventually destabilizes the platform below Lem, causing it to fall to the floor below, killing Lem. Max returns to Mona's side as the police arrive, and she dies in his arms. If the game is completed at its highest difficulty level, Mona survives