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******************************************
Max Payne 2: The Fall of Max Payne
Playstation 2
FAQ/Walkthrough
Version 1.3
January 5, 2004
By: Alex Szeto (maxpayne2_ps2@hotmail.com)
******************************************

Copyright (c) Alex Szeto 2003-2004

This document may not be reproduced under any circumstances except for
personal, private use. It may not be placed on any web site other than
GameFAQs.com or otherwise distributed publicly without advance written
permission from the author. 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.

===================
Jump to Walkthrough
===================
1.P  - PART I PROLOGUE
1.1  - PART I CHAPTER 1
1.2  - PART I CHAPTER 2
1.3  - PART I CHAPTER 3
1.4A - PART I CHAPTER 4
1.4B - PART I CHAPTER 4 CONTINUED
1.5  - PART I CHAPTER 5
1.6  - PART I CHAPTER 6
1.7A - PART I CHAPTER 7
1.7B - PART I CHAPTER 7 CONTINUED

2.P  - PART II PROLOGUE
2.1  - PART II CHAPTER 1
2.2A - PART II CHAPTER 2
2.2B - PART II CHAPTER 2 CONTINUED
2.3  - PART II CHAPTER 3
2.4  - PART II CHAPTER 4
2.5  - PART II CHAPTER 5
2.6  - PART II CHAPTER 6

3.P  - PART III PROLOGUE
3.1  - PART III CHAPTER 1
3.2  - PART III CHAPTER 2
3.3A - PART III CHAPTER 3
3.3B - PART III CHAPTER 3 CONTINUED
3.4  - PART III CHAPTER 4
3.5  - PART III CHAPTER 5
3.6  - PART III CHAPTER 6
3.7A - PART III CHAPTER 7
3.7B - PART III CHAPTER 7 CONTINUED
3.8A - PART III CHAPTER 8
3.8B - PART III CHAPTER 8 CONTINUED

FB   - FINAL BATTLE

===============
Author's Notes
===============
- This FAQ/Walkthrough is for the Playstation 2 version of Max Payne 2.

- This FAQ/Walkthrough is based on the Detective gameplay mode. If you are
  playing on Hardboiled or Dead on Arrival, take into consideration the
  increased toughness of the enemies and the limited number of saves on DOA.

- This is my first ever FAQ/Walkthrough so please forgive me if it kinda sucks.

- If you have any questions, comments and/or complaints, please send them to:
  maxpayne2_ps2@hotmail.com

=====================
General Gameplay Tips
=====================
- Read the instruction manual before you play the game!!

- Save often but wisely, meaning don't save when you're almost dead and you
  don't have any painkillers left.

- Check drawers and cabinets for ammo and painkillers.

- Crouch when using the sniper rifle or MP5 in first person view.

- Try to aim for the head as headshots are instant kills.

- Bullet Time is your friend. Use it whenever possible.

=================================
Frequently Asked Questions (FAQs)
=================================
Q. How do I save?
A. Press select to bring up the main menu and click on Save. There is no
   Auto-Save system.

Q. What does Bullet Time Combo do?
A. If you press the Bullet Time Combo button while standing still, you will go
   into Bullet Time. If you press it while pushing a directional button, you
   will do a Shootdodge.

Q. Can Shootdodging bring you into Bullet Time?
A. No, never.

Q. Can you Shootdodge while already in Bullet Time and remain in Bullet Time?
A. Yes. Go to the Options menu and uncheck Bullet Time Aid. Now if you are
   already in Bullet Time and you do a Shootdodge, you will not be taken out
   of Bullet Time.

Q. How do I get the second ending?
A. Complete the game on Dead on Arrival mode.

Q. How many saves do I get in Dead on Arrival mode?
A. 4 saves per chapter, including prologues and continued chapters.

Q. How do I replay levels I've already completed?
A. You can only do this after you've completed the entire game once.

Q. Where can I find a recap of the story from Max Payne 1?
A. Go to the main menu and click on Previously.

Q. What's that cool spin move that Max sometimes does when he's in Bullet Time?
A. That's Max reloading. When he's spinning, he will also avoid enemy bullets.
   If you want to do it yourself, just press the reload button when you're in
   Bullet Time.

Q. Are there any cheats for this game?
A. None so far.

Q. Is there a naked Mona code?
A. See above.

============
Walkthrough
============

1.P - PART I PROLOGUE: The Darkness Inside
------------------------------------------
As soon as you gain control of Max, turn around and check the cabinet for two
painkillers. Go out the door and head right down the hallway. Enter the door
on your left. Head toward the double doors and a cutscene will occur. Go
through the door and into the room straight ahead to answer the phone. Go back
out and pick up the painkillers in the bin to the left. Head through the
double doors on the left and another cutscene will occur.

Kill the commando and go into the room he came from for another cutscene. Go
out the door on the left. Turn right and go past the cola machine. Go into the
elevator and press the switch for yet another cutscene. When play resumes,
get out of the elevator shaft and go straight ahead into the next room. A
cutscene will occur and the prologue will end.

1.1 - PART I CHAPTER 1: Elevator Doors
--------------------------------------
From your starting position, head southeast and go through the opening in the
fence. Go around the corner and enter through the side door. Make your way
around the tall shelves and a cutscene will occur. Continue along the path
until you reach an intersection. Turn left here and head towards the gate for
another cutscene. Kill the cleaner then head to the northeast corner of the
next room. The gate will open and a cleaner will come out and attack you. Now
head to the northwest corner of the next room and press the switch to open
the gate. Check the cabinet on the right for a painkiller. Kill the two
cleaners talking in the next room then head to the southwest corner of that
room and go through the metal door. Go through the door on your left. Head up
the stairs and kill the two cleaners. Go through the door and head left. Check
the cabinet for ammo and the answering machine. Enter the door beside the
phone. Check the third set of lockers for ammo, then head through the door on
the right. After collecting ammo and painkillers in this room, head to the
door at the far end to trigger a cutscene.

After the cutscene, kill the two cleaners and pick up the painkiller and
shotgun. Two more cleaners will enter the room you were just in. Kill them and
head back to the hallway with the lockers. Go through the door on your
right and three cleaners will come in from the opposite side of the room. Go
out where they came from and towards the door at the far end of the hall for a
cutscene. When play resumes, press the switch to call the elevator. Go in and
press the switch to go down. Exit the elevator and go through the opening on
the right. Turn right and go through another opening. There are two cleaners
in the next room. Go to the southwest corner of the room and head towards the
opening but do not go all the way through. Wait for the shelf to fall down
before proceeding. Kill the cleaner in this room and head out the door at the
northwest corner.

1.2 - PART I CHAPTER 2: A Criminal Mastermind
---------------------------------------------
Pick up the painkillers lying beside the dead body at the end of the hall on
the right then head back and go up the stairs. Three mobsters will be waiting
for you on the next floor. Kill them and head into the room on the right. Check
the microphone. A mobster will come into the room. Check the cabinet for some
painkillers. Head back out and go up the stairs until you reach a door. After
the cutscene, Mike the Cowboy will help you fight the mobsters. (Note: It
doesn't matter whether he lives or dies. If he lives, you will see him again in
Part III, Chapter 2. Also, if you go up to him and press square, Max will tell
him not to follow you anymore. Press square again to change your mind.)

Head up the stairs and go down the hall on the right. Three mobsters will be
waiting in the next room. Take them out (or let Mike kill them), then pick up
the ammo and painkillers. Head out the other side and go up the stairs. Go
through the door at the far end and you will be greeted by a roomful of
mobsters. Head to the lower level of the room and pick up the painkillers. Go
through the door and into the next room where more mobsters will be waiting.
Go down the stairs until you reach a door. Go through it then through the door
on the left. Kill the mobsters in the next room then check the cabinet for ammo
and painkillers. Go through the door on the right to fight more mobsters. Make
your way to the bottom of this room and head through the double doors. Tons of
mobsters will be waiting for you. Kill them all and a cutscene will ensue.
Afterwards, more mobsters will come out from a door in the corner. Kill them
then go through that door. Go down the ramp for a cutscene.

1.3 - PART I CHAPTER 3: The Depths of My Brain
----------------------------------------------
(Note: There are no enemies in this chapter.)

Go through the door straight in front of you to trigger a cutscene. Then go
through the door where the photo is. Head left down the hallway. Go all the way
to the end then turn right, then make a left. Go down the stairs and through
the door for a short cutscene. Check the dead body and another short cutscene
will occur. Answer the phone and another cutscene will follow.

After the cutscene, you'll be shot at but don't worry and just run past the
police cars to trigger another cutscene. Pick up the gun and kill the two
people in the room to end this chapter.

1.4A - PART I CHAPTER 4: No 'Us' in This
----------------------------------------
Don't stand in front of the window if you don't want to be shot at. Head to the
other room on your right. Check the phone for a cutscene. Check beside the bed
for a painkiller. Head into the bathroom and check the cabinet for some ammo.
Go out into the foyer and check the cabinet for some more ammo. Head out the
front door and go down the hall. Turn left and go to the door that's open. If
you want a shotgun, go up to the old lady and press square (or you can just
shoot her and take hers.) Head back out to the hall and go through the window
on the right.

Walk along the edge then jump to the ledge on the left. A van carrying cleaners
will arrive and start shooting at you. Quickly jump to the other ledge and go
into the open window. Enter the room on the left. Ignore the sleeping man and
go out the window. Walk along the ledge to the other open window on the right.
Three cleaners will be in this hallway. Take them out then take a left and a
woman will walk out of her apartment. If you want painkillers, go up to her and
press square and she will unlock the bathroom for you. Follow the woman inside
her apartment. Go into the room on the right and out the window.

Jump onto the scaffolding on your left and go up. Enter the window at the top
for a cutscene. Pick up the sniper rifle and check out the telescope for a
cutscene. Check the recording if you want. Head out the door and into the
bathroom for a painkiller. Head out the front door and two cleaners will be
coming at you from the right. Go down the hall past the elevator and you will
be greeted by another cleaner. Go up the stairs but be careful because two
cleaners are waiting to ambush you as soon as you round the bend. This chapter
ends when you reach the top of the stairs.

1.4B - PART I CHAPTER 4: CONTINUED
----------------------------------
Go up two floors then through the opening and into the elevator. Press the
switch to go up. When the doors open, three cleaners will be waiting for you.
It doesn't matter whether the bum lives or dies. Head down the hall on the left
and go through the door at the end of the hall. Collect the painkillers in the
bin at the bottom of the stairs. Go around the corner for a cutscene. Head back
up the stairs. When you re-enter the hallway, there will be two more cleaners.
Go into the elevator and head back down. Input the code to the suite then head
through the door. Turn right, then make an immediate left. Three cleaners will
come out of an apartment. After killing them, go inside. Check the cabinet in
the foyer for a painkiller. Enter the bathroom on the left for even more
painkillers. Exit, then enter the living room on the left. There is a dead
woman and ammo here. Exit, then enter the kitchen on the left. On your left is
another door leading to a room with a cleaner. Check the cabinet for ammo and
painkillers. Go out the window.

Walk along the ledge. When you reach a hole, jump over it and continue. When
you reach the end, drop down onto the ledge below. Continue forward and jump
over the hole to get the ammo then drop down the hole onto the ledge below. Go
into the open window. Pick up the painkiller on the shelf then head into the
room on the left. Pick up the painkiller on top of the dresser and head out
the door.

1.5 - PART I CHAPTER 5: A Sign of Her Passage
---------------------------------------------
Go down the hall and through the door straight ahead. A cleaner will be behind
the door, another one on the stairs leading down, and another one on the stairs
leading up (this one will throw a grenade at you.) If you want ammo, go up two
floors and knock down the boxes. Go back down two floors to where you were
before, then go down another two floors and open the door with the wooden bar
blocking it. The ex-cop-turned-bum will now help you kill the cleaners. Press
square if you don't want him to follow you.

Go back out the door and go down two floors. Go through the double doors with
the exit sign over it. Violet will join you just like the ex-cop. Go back into
the hall and go straight ahead. Three cleaners will come out of a door. Kill
them or let your new friends kill them for you. Go through the door and down
the stairs to the utility room. Shut off the gas by turning the valve. Check
the lockers for ammo and painkillers. Go back up the stairs. There will be
three cleaners when you re-enter the hallway.

Go back up two floors and into Max's apartment. Avoid the flames and go out of
the left-most window. Walk along the ledge to the other side of the building.
There will be cleaners down below so either kill them yourself with the sniper
rifle or let your friends kill them from the window in Max's apartment.
Continue along the ledge and jump onto the scaffolding at the end. Go up the
ramp and get back onto the ledge. More cleaners will appear below. Jump onto
the ledge on the left then drop down onto the platform below. It will start to
fall so drop onto the platform on the right. This platform will also fall so
drop to your left. When you reach the ground, cleaners will come out of the
back of a van. Kill them all to end this chapter.

1.6 - PART I CHAPTER 6: A Linear Sequence of Scares
---------------------------------------------------
(Note: There are no enemies in this chapter.)

Go through the tunnel with the twirling light and follow the fake road. Go into
the garage when it opens. Go up the stairs then down the ramp. Answer the
phone then follow the road until you reach the lift. Get onto the lift and a
cutscene will occur. Go down the hall on the right and go through the door
that opens for you. Make a left and go down the hall. Get onto the lift for
another cutscene. Go through the double doors and follow the road. When you
enter the giant mouth, look for an opening on the left. Go into the phone
booth and answer the phone. Proceed through the tunnel and exit to your right.
Follow the escape signs. Go through the opening on the left then go up the
stairs. Go out the door that takes you outside. Jump over the railing and
climb into Mona's apartment through the window. Pick up the ammo and
painkillers scattered throughout.  When you're done, head to the door with the
diagonal front.

1.7A - PART I CHAPTER 7: The Million Dollar Question
----------------------------------------------------
From the elevator, head into the suite straight ahead where there are two
cleaners. Head into the bathroom for painkillers. Go out onto the balcony and
jump through the opening in the fence to the left. Go inside the suite and more
cleaners will be waiting. Go up to the second floor where five cleaners will be
waiting for you. Check the bathroom for more painkillers. Go into the other
room for a cutscene. More cleaners will come into the suite from the second
floor lobby. Go out the door they came in from and make a right into the next
suite where more cleaners will be waiting. Go down the stairs. Two cleaners
will be by the piano. As you shoot them, a third will come crashing through the
balcony window. Go out onto the balcony and head to the left where you can see
the Captain BaseballBat-Boy billboard. Jump onto the ledge then drop down to
the balcony below.

1.7B - PART I CHAPTER 7: CONTINUED
----------------------------------
Two cleaners will be in front of the door when you drop down onto the balcony.
Kill them and enter the suite where more cleaners will be waiting. Go out the
main door to the lobby and go straight to the other side. Two cleaners will
be waitng for you there. Go into the suite on the left. Get some painkillers
from the bathroom then go down the stairs. Go out the door to the lobby. There
will be a cleaner down the hall on the right. Go into the suite he was guarding
and you will see two cleaners by an open window. Kill them and go through the
window. Get onto the lift and press the switch for it to go down. When it
stops, jump onto the scaffolding to the right. Drop down onto the scaffolding
below.  Drop down again then go down the ramp and onto the ledge of the
building. Go to the window the guy was just shot out of and kill the cleaner
standing there. Pick up the painkillers on the countertop and head out to the
lobby.

To the left, there is a cleaner hiding behind a box and another one behind the
plants. Head left to the other side of the lobby where two more cleaners are
waiting. Kill them and a cutscene will follow. Kill Kaufman and all the
cleaners with him. Go into the open elevator and press the button to go down.

2.P - PART II PROLOGUE: A Binary Choice
---------------------------------------
From Bravura's office, head to Max's desk which is on the opposite side of the
glass wall where the black cop is sitting. A cutscene will occur when you
reach Max's desk. Head into the interrogation room. When Winterson comes out,
talk to the witness. Head back out the door and another cutscene will occur.
Go through the double doors and down the stairs. Go in the door labelled
"Lockup" and down some more stairs. When you reach a door, press square at
the intercom to open it. Do the same thing at the door in the next room. Go
left down the hall until you reach Mona's cell. A cutscene will follow.

Go back to the room where the female officer was sitting at a computer and use
the phone. Two separate cutscenes will occur one after the other. Get the guns
and ammo from the locker. Three cleaners will enter. Kill them and go back to
the cell area. Go straight ahead and through the door to the parking garage.
Two cleaners will be waiting here. Another van will arrive and three more
cleaners will emerge. Head out of the garage.

2.1 - PART II CHAPTER 1: The Things that I Want
-----------------------------------------------
Kill the cleaner standing behind the fence and the one going up the stairs.
Turn back the other way towards another set of stairs. Two cleaners will be
there and will throw grenades at you. Walk past the stairs and you'll see a
door in front of you. Jump over the wooden crate to the left of the door and
pick up the ammo in the box. Now go back and head up the stairs. Enter the
first room and pick up the painkillers. You'll be able to see two cleaners down
below through the window. There is also a switch in this room. I don't know
what it does but I do know that it does not matter whether you pull the switch
or not.

Go back to the stairs and go up again. Pick up the Molotov cocktails lying
beside the steps to the door. Open the door and walk along the ledge to the
right. There will be cleaners down below but don't worry about them. Keep
walking along the ledge until you come to a door that will slide open. Go in
and you will see a switch. If you pull the switch, it will create a hole in the
wall, which will allow the cleaners below to get to the next area. Therefore,
if you don't want to fight these cleaners then don't pull the switch.

Head to the door on the other side of the room and go in. There will be a lot
of cleaners here. Some will be on the other side of the walkway, while others
will be shooting at you from below. Watch out for grenades. When you get to the
bottom of the stairs, make a 180 degree turn and walk until you hear a loud
explosion. Head out the door on the right and a cutscene will occur. Take out
the cleaners and head towards the garage on the left. It will open and two
more cleaners will emerge. Go into the garage and up the stairs. There will be
a cleaner in the room at the top. Head outside and another cutscene will occur.
Kill the cleaners here and Mona will open a wall in the garage to the left for
you.

This next area will contain many cleaners. Watch out for the ones firing at you
from long range and the others who will charge through the tunnel at you.
Proceed to the other side of the room. A cleaner will come out of the door on
the right. Enter the door to end the chapter.

2.2A - PART II CHAPTER 2: In the Middle of Something
----------------------------------------------------
Go back inside the van to get some ammo and painkillers. Head towards the
entrance on the right. Two cleaners will come down the stairs on the left. Kill
them then go up the stairs and through the double doors on your left. Hide
under the escalator and ambush the two cleaners when they arrive. Go up the
escalator and head through the double doors at the far end. Stand well back and
shoot the red crates that are blocking the elevator. When the door opens, drop
down into the elevator and go through the door on your right. Head outside
through another door on your right. Two cleaners will be hiding behind the
wall in front of you and another one will be up top to your right. Two more
cleaners will come in from the door on the far right. Head to the top of the
watch tower for ammo and painkillers, then head into the door where the last
two cleaners came from.

Go through the door straight ahead and through the double doors to your left.
Two cleaners will be walking towards you from the left. More cleaners will be
at either side of the hall. Go down the left side of the hall and enter the
first accessible door on the right for ammo and painkillers. Continue down the
hall and enter the next door on the left. Listen to the news report and pick up
some more painkillers. When you're done, continue down the hall. More cleaners
will be waiting for you around the corner. Head through the double doors, then
through the door on your left and go up the stairs. Go up another flight of
stairs. There will be cleaners in the room to the right. Go into that room and
go down the left side of the hall where a cleaner will be waiting. Head into
the room on the right and out the door on the other side. More cleaners will be
waiting here. Go through the door at the end of the hall and then to the next
room through the hole in the wall. Go out the door and you will enter a room
with many cleaners. Avoiding the large hole in the floor, head into the room
on the left, then through another door on your left.

2.2B - PART II CHAPTER 2: CONTINUED
-----------------------------------
Pick up the ammo and painkillers in this room before proceeding through the
door on the left and up the stairs. On the next floor, go through the double
doors on the left. Ignore the cleaners below and jump across the gap to enter
the other side of the building. Go into the elevator and jump up to the next
floor. Exit the double doors to your left. Three commandos will be in the room
down the walkway. Enter the door to the right and go up two floors. Kill the
cleaner here and go through the double doors on the left. There will be
cleaners and commandos in the room down the walkway. Head to the door straight
ahead and pick up the painkillers on the floor before exiting this room. Go out
the door to your left.

2.3 - PART II CHAPTER 3: Blowing Up
-----------------------------------
Pick up the painkillers in the bin on the floor and head out the door. Go down
the hall on your right. Enter the room on your right just before the gap in the
floor. Wait for the explosion before proceeding. Go through the hole in the
wall and shoot the explosives on the table in the northwest corner of the room.
After the explosion, jump onto the ledge and make your way to the other hole in
the wall. Go down the hall to your right. Make your way down past the debris.
When you get to the bottom, turn around and head back the other way. At the end
of the hall, drop down below where two cleaners will be waiting. Head through
the door where another cleaner will be waiting. Head towards the stack of wood
in the middle of the hallway and wait for an explosion before proceeding. Go
through the double doors where more cleaners will be waiting. Pick up the
painkillers from the bin.

Head towards the edge of the hole in the floor and kill any cleaners that you
can see below. With your back to the wall, drop down onto the tables below
and take out the remaining cleaners. Drop down again onto the stack of boxes.
Head out the double doors and go down the hall on your right. Go through the
hole in the wall on your left. You have to make it to the opening on the right
side of the room. Stay in between the pillars and away from the walls. When
you get close to the opening, a large wooden plank will fall down. Wait for it
to fall before proceeding out the opening.

2.4 - PART II CHAPTER 4: Routing Her Synapses
---------------------------------------------
Go up the ramp to the left then go up the stairs. A cleaner will be shooting at
you from above. Continue up the stairs and go through the first door you
encounter.  A cleaner will shoot at you from the upper floor across from you.
Go straight ahead to the opening on the other side of this area. As you make
your way there, two cleaners will be shooting at your from the upper floor
behind you. Ignore them for now. Go up the ramps and go through the first
opening to your left. Now is the time to take out all the cleaners who were
shooting at you from above. Go up the stairs and three cleaners will come out
from the opening at the top of the stairs. Kill them and continue to the top
and through the opening, where a lone gunman will be waiting behind the crates.
Step into the lift and press the switch to go down. Pick up the painkillers on
the wall to your right and head through the door with the danger warning above
it.

Several cleaners will be waiting for you behind the brick wall to the right.
Make a right at the intersection and go forward up the ramp. More cleaners will
come down the stairs. There will also be a cleaner shooting at you from the
stairs on the far side. Go up the stairs until you reach an opening on your
right. A cleaner will be waiting there. Go inside then make a right. There will
be a cleaner hiding behind some boxes in front of you and another one to the
left. As you move farther into this area, a group of commandos will enter from
where you just entered. Then another group of commandos will enter from the
door with the danger warning beside it. Be sure to pick up the painkillers
along the wall before going in through that door. Make your way through the
next area and through the door on the other side.

There will be several cleaners goofing off to your left. Kill them and more
cleaners will emerge from the opening in the brick wall to the right. Head
through this passageway, then make a right. Go forward then drop down to the
floor below.

2.5 - PART II CHAPTER 5: Out of the Window
------------------------------------------
As soon as this chapter starts, go out the opening and to the left. Wait there
as a cleaner will jump down from the floor you were just on, then kill him when
he comes out. Go down the hall then make a right at the end. Continue forward
and you will hear an explosion. Max will speak to you. After he does, a cleaner
will come out through the door at the end of the hall. Kill him and pick up
the painkillers on the wall. Go through the door and there will be a cleaner
crouching down straight ahead of you. There will also be two other cleaners and
a commando on top of the wood structure. Proceed to the door on the other side
of this room. As soon as you enter the next room, you'll hear another
explosion. Make your way down the hall and to the door at the end. I would
recommend saving your game here as the next part is very difficult if you're
playing for the first time.

Go through the door and pick up the ammo. Head towards the edge of the building
while facing the door on your right. A cutscene will occur. Immediately
afterwards, a cleaner will bust down the door you're facing. Kill him then
equip the Dragunov and look down below. Three guys will run towards Max. Two
of them will be at the lower part of the screen, while the other will be
running along the top part of the screen. Keep an eye on Max's health. If he
dies, it's game over for you. Crouch down, enter Bullet Time and pick them off
one by one. After killing each one, you should zoom out so you can see where
the others are. When all three are dead, head past the busted down door, past
the empty room and into the next room. There will be a cleaner hiding behind a
box straight ahead. Get onto the scaffolding and take out all the enemies below
with your Dragunov. The enemies will come from different directions but most
of them will be near the small two-storey building to the left. Again, watch
for Max's health. When Max reaches his destination, a cutscene will occur.
After you kill the last enemy down below, another cutscene will occur.
Afterwards, two more enemies will emerge from behind that two-storey building.
You can kill one of them but the other will be out of shooting range.

Pick up the painkillers in the bin behind you and head back into the building.
Keep backtracking until you reach the area that had the painkiller rack on the
wall. Hiding behind the brick wall are two commandos. Kill them and continue
down the hall. Ignore the opening on the left and make a right instead.
Continue forward and you will see an explosion at the end of the hall. Several
enemies will come out through there. Head through the door, pick up the
painkillers in the bin and prepare for more enemies around the corner to the
left. After killing them, head through the door at the end. Go down the hall
and you will see two cleaners ahead. Kill them and head out onto the
scaffolding. There will be a third cleaner at the top of the stairs. Next, kill
the cleaner who was out of range earlier. He's down to the right. More cleaners
will come out of the small two-storey building. Once again, there will be one
who is out of range so you'll have to find another vantage point. Kill all the
ones you can see and a cutscene will occur. Afterwards, go up the stairs and
re-enter the building. Head to the right and drop down onto the crate below.

2.6 - PART II CHAPTER 6: The Genius of the Hole
-----------------------------------------------
Take out the sniper directly ahead of you then pick up the painkillers. Head
out onto the scaffolding and kill the enemies down to your left. After Max
gives you the order, head back into the building to find a different vantage
point. Make a right and go down the hall. There will be several commandos here.
Go through the door with the hard hat logo and you might encounter more
commandos if they hadn't already run out into the hall you were just in. Go
out the door at the other side. Head towards the right and pick up the Molotov
cocktails in the box. Proceed onto the scaffolding. Take out the commando down
to your right who is shooting at Max. After you kill him, move your aim a
little to the right. Four enemies will emerge down below. After you kill them,
you'll have a short conversation with Max. When that ends, head back into the
building and ambush the two enemies when they come down the scaffolding. Head
back onto the scaffolding and go up the ramp and into the building again.

As you head down the hall, you will encounter more enemies. Go out the door
with the hard hat logo. Down below to your left will be a couple of commandos.
Kill them then drop down. Head through the opening and across the bridge.
You'll be greeted on the other side by a commando. At the end of the bridge,
there will be more enemies to the left. Pick up the painkillers on the wall
and make your way to the other side until you reach the scaffolding. To your
right will be two commandos. Kill them then make your way down the scaffolding.
You'll eventually arrive at an area with more enemies on your left. Go down the
ramp on the other side. At the bottom is a room with more enemies. Head down
the stairs at the other side. You'll encounter two commandos on the way down.
When you get to the bottom of the stairs, pick up the ammo lying on the ground
and kill the two commandos with their backs to the door. Head out and there
will be two enemies on the scaffolding above you. Keep along the left wall of
the building then up the small ramp. Make your way to the portable, where two
commandos will be talking. Kill them and head into the elevator straight ahead.
Press the button to go up.

3.P - PART III PROLOGUE: Waking Up from the American Dream
----------------------------------------------------------
(Note: There are no enemies in this chapter.)

Head out of the room and into the hallway. Turn right and follow Mona. Go down
the hall with the prison cells and go into the washroom. After the short
cutscene, head through the opening and down the hall to the left. Go through
the opening on the right and go up the stairs. Go up another flight of stairs
and you'll see Bravura. Go up again then through the opening. Head towards
Winterson and Mona. The chapter will end when they start shooting at you.

3.1 - PART III CHAPTER 1: Too Stubborn to Die
---------------------------------------------
Pick up the painkillers and head out the door. Ignore the fallen commando as
you do not have a gun. Go through the red double doors on the left and up the
stairs. Enter the second set of red double doors that you encounter on your way
up. Make a left and run down the hall past the cola machine. Enter the double
doors labelled "Surgery" on your left then head out the door on your right.
Head into the room labelled "Recovery" then through the open door on your left.
Go to the back of the room and hide in one of the cubicles. A cleaner and a
commando will enter the room. The cleaner will stay by the door while the
commando will go around the room searching for you. After a short while, a
hospital security guard will enter the room and the cleaner will kill him. Pick
up the guard's gun then kill the cleaner and the commando. Search the lockers
in this room for painkillers.

Head out the door, down the hall and into the room on your left. Pick up the
ammo and painkillers on the desk. Proceed to the next room which is full of
commandos. Go out the door and go left down the hall. Make a left at the
corner and head towards the open door on your right. Two commandos will come
out of the room. Head inside, pick up the painkillers on the wall, head into
the room on the left and out the door. There will be more commandos to the
right. Head into the room at the end of the hall then to the room on the left
and out the door. Head to the door with the exit sign over it. As soon as you
open the door, commandos will storm up the stairs. Head all the way down to the
bottom and go out into the parking garage. There will be more commandos to the
right. Head to the other side of the garage to end this chapter.

3.2 - PART III CHAPTER 2: On a Crash Course
-------------------------------------------
Kill the Russians watching the TV. Pick up the painkillers on the box in front
of the TV then make a U-turn around the bar and through the door. You will find
some ammo and more painkillers near some boxes in this room. Go back out the
door and through the double doors straight ahead into the kitchen. There will
be more Russians in here. Pick up the painkillers from the rack and head out
the door on the left. You'll now be in the dining area. More Russians will be
here, including one who will be shooting at you from the balcony two floors up.
Go up the stairs to the right and head down the hall towards the double doors
on the right. Several Russians will come out through those doors. After killing
them, go through the doors then through the opening on the right. Go up the
stairs and a Russian will be waiting for you on the next floor. Go through the
door and head towards the open door straight ahead. More Russians will be
inside that room. Pick up the painkillers in the room and proceed to the door
on the right.

In the next room, don't be fooled by the fake commando standing there. If you
shoot at it, you'll blow up. Make your way around the boxes to the other side
of this room. Two commandos will come out of the door there. After you hear an
explosion, head back and you'll see a huge hole in the wall. There will be a
Russian on the stairs in front of you and another one on the stairs at the far
end of the room. Make your way up the stairs, across to the other side, then
down the stairs. Head to the other side of the room and through the open door.
Several enemies will be waiting there. Make your way to the other side of the
room and several cleaners will emerge from the shelves at the back. More
cleaners will come out of the door to your right. Go through the door and down
the stairs. At the bottom, go out the door and more cleaners will be waiting.
Pick up the ammo and painkillers then head through the door on the right. Go
up the stairs and a cleaner will run down towards you. Continue up to the next
floor where more cleaners will be waiting. Go up to the next floor and there
will be cleaners hiding behind some boxes. If Mike the Cowboy didn't die the
first time you met him, you will have to kill him here. Head down the hall and
into the first room on the right. Kill the two enemies here to end the chapter.

3.3A - PART III CHAPTER 3: A Mob War
------------------------------------
Head into the apartment lobby and two commandos will enter from the door to the
left. Go up the stairs and a commando will be waiting for you in the apartment
to the left. Go past this apartment and continue up the stairs. Shoot the gas
container on the next floor and go through the hole in the wall. Go through the
door to the left then make a right and jump through the hole in the wall. Go
through the white door on the left and across the balcony. Head back inside the
building and towards the stairs leading up. There will be some cleaners and
mobsters here. Now go down the stairs and you'll see two mobsters running by.
Follow them into the room on the left then out the door on the left. Kill all
the enemies here, including the ones in the building across from you.

Jump onto the wooden planks and go through the hole to the other building. Go
out the door and into the apartment. Go down the stairs and kill the two
mobsters here, then go back up all the way to the highest floor. Go into the
apartment and kill the two mobsters watching TV. Head into the washroom for
ammo and painkillers. Now go back down one floor and enter the apartment. Head
to the right and kill the two mobsters by the opening. Jump onto the wooden
plank and make your way to the other building. Head into the apartment and
pick up the painkillers before heading out through the door on your left.

3.3B - PART III CHAPTER 3: CONTINUED
------------------------------------
Follow the mobsters down the stairs. When you're outside, hide behind something
and let the mobsters kill as many cleaners as they can before they die. When
the mobsters die, head out onto the street and take care of the rest of the
cleaners yourself. Continue down the street then make a left. Two cleaners will
come out of the alley on the right and a third will come out of a door a little
farther ahead. Enter that door and a cleaner van will arrive up ahead. Kill
the commandos who come to you then proceed towards the van to end this chapter.

3.4 - PART III CHAPTER 4: Dearest of All My Friends
---------------------------------------------------
Follow Vinnie and pick up the ammo and painkillers on the desk behind him. Head
back to the other room and kill the cleaners. Keep an eye on Vinnie's health.
If he dies, it's game over. After you kill the cleaners, follow Vinnie. Turn
towards the windows as more cleaners will be entering through there. When you
kill them all, follow Vinnie through the double doors to the right, through
the doors straight ahead, then through the door to the right. More cleaners
will come in through the window in this room. When they're dead, follow Vinnie
to the back door. Pick up the painkillers in the box along the way. After
discovering he can't fit through the door, Vinnie will turn around and head
into the door behind you. Follow him in and kill the cleaners who will come in
from both doors. When they're dead, follow Vinnie again as he heads to the
elevator. As soon as he steps inside the elevator, cleaners will come out of
the door to the right. Kill them, collect the painkillers on the wall, then
head up the stairs. After Vinnie enters his apartment, two more cleaners will
come up the stairs.

Go into Vinnie's apartment and check the cabinet for ammo and painkillers.
Follow Vinnie through the apartment until he tells you to check the balcony.
There are more painkillers in the cabinet behind where Vinnie is hiding. Head
to the balcony and a commando will remove part of the wall from the outside.
Two more commandos will be down below, one straight ahead and the other to the
left. After you kill them, follow Vinnie as he drops down below. A van will
crash through the fence to the right and two commandos will emerge from the
back. Kill them then turn around and follow Vinnie down the alley. After you
turn the corner, another van will arrive carrying more commandos. When Vinnie
gets the garage door to open, go in. Knock down the boxes on the shelf to get
some painkillers. Go up the stairs and press the switch to bring Vinnie up. As
soon as you do that, another van will come crashing in and two commandos will
come out. Follow Vinnie down the stairs and through the door. Walk backwards as
more cleaners will come in through that door. Head towards the van to end
this chapter.

3.5 - PART III CHAPTER 5: A Losing Game
---------------------------------------
(Note: There are no enemies in this chapter.)

Head out the opening to your right then down the stairs to your left. Halfway
down, drop into the hole where there is no railing. Make a right and go up the
boards. A board will fall down in front of you, creating an opening into the
next room. Drop down and walk along the left wall to avoid the many explosions.
Jump around the crates blocking your way then shoot the barrel behind them. Go
through the newly created opening and head left. A wall will collapse on your
left. Wait here until a beam crashes through the wall just ahead. Get onto the
beam and go up, then jump off onto the roof on your right. Head to the right
and drop down.

Proceed down the hall and a cardboard character will crash through the wall on
the left. Go through the opening then through the other opening on the right.
Make a left and do not stop as you walk straight forward until you reach the
wall. Stay there as a massive structure will start rolling down the room. When
it stops, head down the room and pick up the painkillers around the corner. To
the left of the painkiller rack is the alarm. Go up to it and press square
twice, once to break the glass and the second time to actually sound the alarm.
Wait for the sprinklers to put out the fires to your right then proceed
through the door to your left. Get past the cardboard character to get to the
next room. Go through the door straight ahead. Head to the left side of the
room and shut off the power. The lights will go out for a second then come
back on. Head all the way back to the large room. Head through the opening in
the fence to the left and go up the stairs. Continue forward and there will be
a cutscene. Go up the stairs to the left and enter Mona's apartment.

3.6 - PART III CHAPTER 6: There Are No Happy Endings
----------------------------------------------------
(Note: There are no enemies in this chapter.)

Head to where Bravura is. After he speaks, there will be a scene change. You'll
now see Bravura lying on an operating table at the police station. Head into
the room labelled "Lineup". After your mirror image starts shooting at you,
head out the door on the left and follow him. You'll now be in an apartment
building. Make your way down the hall and enter the room at the end. You'll
see Vinnie and Vlad on the TV. Head out the other side and continue down the
hall. Go into the room on the right when you get to the end of the hall and
you will see Mona and Vlad on the TV. Head out the other side and go through
the next door straight ahead of you. Go around the corner and exit this room.
Keep going straight through two more doors. Go down the hall and the chapter
will end.

3.7A - PART III CHAPTER 7: Love Hurts
-------------------------------------
Kill all the commandos in the courtyard with the help of Mona from above. There
will be a cutscene when they are all dead. Afterwards, another commando will
appear on the balcony straight ahead to the right. After you kill him, a
commando will come out of the main manor doors to the right. Head in the main
doors and kill the commando there. As you head up the steps, the doors will
shut behind you. Look straight up and you'll see that the ceiling is divided
into six tiles. They will start to fall one after another. After the first one
falls, go directly under where it used to be and wait there until all the other
tiles have fallen. A commando will now come out of the door. Go in and there
will be another commando beside the piano.

Head through the glass door on the right to an area with several more
commandos. When they're all dead, a cutscene will occur. Afterwards, you'll see
more commandos in the hallway behind the glass doors in front of you. Head
inside, make a left and enter the room on the right. Check the cabinet for
painkillers then head out the other side but quickly head back in or else you
will be crushed by a shelf falling from the left. Stay in this room as a
cleaner and a commando will come charging in. After you've killed them, head
back into the library and kill the cleaner shooting at you from up top. Mona
will enter the second floor of the library and will exchange gunfire with
some commandos up there. After a short conversation with Mona, more commandos
will enter the library on the floor you are on. Go through the door they came
from and pick up the painkillers on the bench. Enter the door at the end of the
hall to end the first half of this chapter.

3.7B - PART III CHAPTER 7: CONTINUED
------------------------------------
Step forward a little bit and you will see a commando in the right corner and
another in the left corner of the room. Head towards the right corner and kill
them both. Mona will enter the balcony at the lower left corner and kill the
commandos who have arrived at the other balconies. After Mona says, "I'm on it,
Max", the door will open and more commandos will come charging out. Head out
the door and proceed to the stairs where an enemy will be waiting. Head up the
stairs and you will be greeted by a cleaner to the left. More enemies will come
out from a room at the end of the hall. Enter that room and search the lockers
for ammo and painkillers. Head to the monitor in the corner and press square
for a cutscene.

Head into the next room and out the door on the left. Cleaners and bodyguards
will come out the door on the right. Go through that door and you'll see
commandos down below to your left. As you head down, another commando will be
waiting behind the bottom of the stairs. After you kill him, another enemy will
come down the stairs. Head back up and through the door to your left.

After Max speaks to Mona, go through the door on your left and kill the
commando waiting there. Go through the door at the end of the hall then out the
door on your left. Go straight down the hall and out into the courtyard. Kill
all the commandos here or let Mona kill them for you. Either way, make sure
you use up all your painkillers before the last one dies because your current
health level will carry over to the next chapter, but your painkiller and ammo
inventory will not. This chapter will end when the last commando is killed.

3.8A - PART III CHAPTER 8: That Old Familiar Feeling
----------------------------------------------------
Head out the door and a bodyguard will be waiting to your left. After you kill
him, something will come crashing down behind you. Turn around and quickly head
into the panic room and close the door. Pick up the painkillers in here and
wait for the explosion. Go back outside and continue forward until you see a
hole in the wall on the right. Drop down and you will encounter an enemy. Kill
him then head through the door on the right. There will be two more enemies
here hiding behind some boxes. Quickly head to the room on the right and head
up the stairs. Jump over the gap and out the door at the end. Run down the hall
and an enemy will jump out from the corner. Head into the door on the right to
end this half of the chapter.

3.8B - PART III CHAPTER 8: CONTINUED
------------------------------------
Go up the stairs and through the door. Someone will throw a grenade at you so
quickly go back out the door and wait for the explosion. Now enter the door
again. There will be two enemies waiting for you at the top of the steps. Kill
them and continue up the steps where another two enemies will charge down at
you. Kill them and a scene with Vlad will occur. Although you can see Vlad,
your shots will not reach him. Wait for the barrier to open and prepare for
two bodyguards inside the room Vlad just went into.

When you've killed them, collect all the ammo and painkillers you need in the
room. Check the TV and Woden's answering machine if you want to. When you are
ready, head into the elevator and go up. When the elevator door opens, there
will be a commando shooting at you directly in front of the elevator and
another one near the bed. Keep your back against the right wall as you kill
these two because there is another commando on the balcony. When the first two
commandos are dead, kill the one on the balcony. There are more painkillers
beside the bed.

Go through the door along the right wall and Vlad will blow up the stairs
leading up to where he is. Vlad will go into hiding but will occasionally pop
up at the top of the stairs and shoot at you. If you shoot back at him, he will
go back into hiding. However, you cannot kill Vlad here, so there's no need to
empty your entire clip into him.

On the wall, there is a switch. Press it and the lift will start coming down.
Before the lift reaches the bottom, Vlad will press the switch on his side to
bring the lift back up. A commando will now enter from the door at the top of
the stairs. Take him out and press the switch again. Once the lift reaches the
bottom, get into it and press the switch to go up. Crouch down. If Vlad appears
at the top of the stairs again, shoot at him to make him go away. Soon, Vlad
will escape through the door and two commandos will enter. When the lift
reaches the top, prepare yourself for the final battle. Equip the MP5 and
restore your health. I would also recommend saving here. When you are ready, go
through the door and a cutscene will occur.

*****************
FB - Final Battle
*****************
You must shoot down the supports that are holding up the platform Vlad is
standing on. Be careful because Vlad will be throwing grenades at you. If you
take too long, the grenades will cause holes in the floor you're walking on,
making the fight extremely difficult. Also, avoid shooting the glass as it
prevents you from plummeting to your death.

Use the scope on the MP5 to aim at the supports (X).

--X--------X-- Ceiling
   \      /
    \    /
     \  /
      \/ Wires
      /\
     /  \
    /    \
   /      \
-------------- Platform

(Please excuse the crappiness of my diagrams.)

After shooting down three of the supports, Vlad's platform will fall down. If
you look up again, you will see a pointy structure held up by four wires. Be
careful because Vlad will continue throwing grenades at you. You must shoot
down the four round pegs (O) holding up these wires. Again, use the scope on
the MP5.

---------------------------- Ceiling
        \ \       / /
         \ \     / /         (The inner 'V' represents the pointy structure.
          \ \   / /           The outer 'V' represents the wires holding up the
           \ \ / /            pointy structure.)
            \O O/
---------------------------- Platform

After shooting down all four of the pegs, the structure will fall onto Vlad's
platform. Vlad will now start alternating between shooting at you and throwing
Molotov cocktails at you. Whenever he appears at the edge of his platform, just
keep shooting him. After a few bullets, he will die.

Congratulations, you have just beat Max Payne 2: The Fall of Max Payne.
Sit back and enjoy the ending.
Beat the game on Dead on Arrival mode to see the second ending.
-------------------------------------------------------------------------------

===========
Easter Eggs
===========

Secret Memorial (Credit: FAQ GOD, Biolum8052)
---------------
In Part I Chapter 7 Continued, after you make your way down the scaffolding,
walk along the ledge of the building and go past the open window on your right.
Jump around the metal pipe then enter the window on your right to find the
secret memorial.

          --W---------- ledge
          |
          |              W = window
          P              P = metal pipe
          |              S = secret memorial
          |
------S----

Secret Video
------------
In Part I Chapter 7 Continued, after killing Kaufman and all the cleaners with
him, head back into the suite and turn on the TV for a secret video.

===============================================================================

Title design courtesy of: tgfcoder (jordan_trudgett@hotmail.com)


Copyright (c) Alex Szeto 2003-2004 (maxpayne2_ps2@hotmail.com)