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14th October 2018
Retrospective Max Payne 2: The Fall of Max Payne
Celebrating the 15th Anniversary of the Game's Launch

In October 2003, just eighteen months after the release of Max Payne, Remedy launched their highly-anticipated sequel, Max Payne 2: The Fall of Max Payne.

Described as a "film-noir love story", in this new adventure, Max's is reinstated as a NYPD detective but a warehouse bust leads to a startling realisation as a ghost from his past comes back to haunt him, Mona Sax, an assassin previously presumed dead and with answers to the questions Max is seeking. As prior connections turn into enemies, Max must retrace his past to learn the truth of the events that led him here.

Building Upon Success

Building on top of the original game was a challenge in itself. The first Max Payne was massively successful, gaining positive review scores and a hefty 89 Metacritic rating. The original has sold over 5 million units to date worldwide and achieved recognition by Microsoft and Sony, who respectively awarded it "Greatest Hit" and "Platinum Hit" statuses. The game was also awarded a BAFTA, calling it the "Best PC Game of 2001, as well as a Golden Joystick Award, among many others. To complete a sequel living up to expectations and within the time constraints was going to be a tough demand.


One major thing which made the development of Max Payne 2 different to its predecessor was that Remedy went into the project knowing that it would be their last Max Payne title. In May 2002, Take Two released a press release announcing two things; that a sequel was underway and that the publisher had purchased the Max Payne IP from Remedy and Apogee. The MP franchise had brought them $10 Million, 969,932 shares of restricted common stock (stock with conditions) and "certain future development incentives" according to the release. The acquisition would allow Remedy to move onto other IPs, later revealed to be Alan Wake, and give financial backing into getting the project off the ground.

Working On The Sequel

"Making a sequel is obviously different from making the first game," Sam Lake stated at his Jeux Vidéo Masterclass in 2015. "The first game of a franchise always requires a lot of prototyping and a lot of figuring out, and once you’re done with that, building on that foundation, it’s much faster, much easier. Making Max Payne, we didn’t plan for a sequel at all, once again, no real experience. We were just aiming for the end of the project, to get it done, there was no absolutely no thought about doing more Max Paynes at that point." Soon after the launch of the original title though, the sequel was on the books.

For Max's second adventure, Remedy brought additional realism by integrated the Havok engine, creating ragdoll physics. Speaking to Beyond3D in 2003, Remedy's Project Lead on Max Payne 2, Markus Mäki described that besides the graphic novel, the story, character creation, and the environment taking the greatest amount of time to develop, that "maybe the biggest programming efforts went into integrating Havok physics and making a new version of our level editor, MaxED. Both were crucial in getting the level of detail we wanted to have in the game." Originally due to make it's debut with Half-Life 2, Max Payne 2 incorporated the new Havok 2.0 physics engine more than a year ahead of Value's upcoming title.


In addition to the physics engine, major rewrites where underway across the board. Speaking to Shacknews that same year, Petri Järvilehto (Lead Game Design) summed up the technical improvements saying that the team "basically started out by taking the game engine apart and then rewriting big chunks of it. The radiosity lighting has been completely re-written, we got rid of all of the old AI code and took the AI to a new level of sophistication, and the texture resolutions and polycounts have been boosted to lot higher levels. All of the skins are now using DX shaders (so yes, light reflects properly on the eyes) which makes a world of difference on the lighting if you have the hardware that can take advantage of it. Also, we've taken the particle systems much further." All of this went through a rewrite within the eighteen months of development.

New Faces For Familiar Names

With a tighter schedule for the sequel and an expanded budget, the team could now afford to bring in actors instead of returning to the developers to fill out character roles. The most notable of which came with Max Payne whose previous "face", Sam Lake, now had the tough job of writing the script for the sequel in a fifth of the development time that the original title allowed, a challenge that Sam expanded on in an IGN interview back in September 2003. "Max Payne 2 is a lot deeper game than the first one was. The screenplay for the sequel ended up being three times longer than the script of Max Payne 1, in the number of pages that adds up to five movie scripts."

The new demands, in addition to more freedom with hiring actors, led to Lake being replaced by actor, Timothy Gibbs. Although for fans hoping to see some familiar faces in the game, the original faces of Max Payne (Sam Lake) and Vladimir Lem (Marko Saaresto) also appeared across a number of in-game television shows including Address Unknown and Lords & Ladies, mirroring the two character's storylines, and acting as a nice call back to the original title. While the face may have changed, the voice of Max Payne, James McCaffrey stayed on to the role, once again giving Payne his gravely tone players know and love.

Unedited photographs, images from Max Payne Wiki.

Another return was Mona Sax who became the central character in the sequel. Fans got their last look of Mona in Max Payne, protecting the detective from a shower of bullets before falling back into a nearby elevator and leaving a substantial pool of blood in her wake. Speaking to Gamespot in 2011, Remedy's CEO, Matias Myllyrinne admitted that the team received an emotional response from fans over her possible death. Mona’s death was ambiguous in the first game, but in an earlier draft she did die; in the same interview with Gamespot Sam revealed that, “Mona was one of them who was killed very clearly and conclusively on screen. And it was our graphic novel artist, Kiia Kallio, back then who felt so sad about the fact that Mona would be killed that I decided to change it so that the elevator doors closed and her body disappears so there is an open possibility that she survived. Well, it’s thanks to that, that Mona ends up in such a big role in Max Payne 2.”

Rockstar Games held the casting at Donna DeSetta's casting agency in New York City for the two lead roles. For the live action element, model Kathy Tong gave Mona Sax life, and in our interview four years ago delved into the process of becoming the character. "I had read a copy of the script before we started shooting and I knew Mona was a contract killer but I felt there was a softness underneath her rock hard exterior that she a never able to explore because she was led down a dark path. I had my own idea of this woman struggling with conflicting emotions and the challenges it presented in her everyday existence".

Mona Sax as she appears in Max Payne.

Getting the right Mona for the job was important as the game was to feature the assassin as a second playable character. It was the first time in Remedy's eight years that players would control two characters, a feature which wouldn't be returned to again for another thirteen years, until the release of Quantum Break.

In addition to character model-likeness, Timothy Gibbs and Kathy Tong recreated scenes from the game to be used in level title-cards, graphic novels cutscenes, promotional material and more. Like its predecessor, actors were provided  reference photographs, later edited and used in place of the game's cutscenes. Originally used as a way to stay within budget and to convey deeper emotion, with the progression of technology, the graphic novels were now intertwined with traditional cinematics but were still the main and preferred method to show drama and suspense.

A Fifteen Year Partnership

While it was a continuation of the Max Payne series, the game also marked the start of something new, Poets of the Fall, the band behind the game's theme song, Late Goodbye. While the idea and group had already begun assembling, the deal to make a song for Max Payne 2 gave the band an established international audience.

Speaking to Kotaku in their article, The Story Behind Late Goodbye, The Song That Defined Max Payne 2, Poets of the Fall's vocalist, Marko Saaresto stated, “Sam and I have been friends since childhood, so the connection was already in place. Then one night while driving we started talking about the possibility of the band writing a song for his new game, Max Payne 2." At first the vocalist considered that nothing would come out of the suggestion, but later received a phone call. The group created three early demos, based on Sam's poem, for the studio who selected Late Goodbye to be the theme.

Behind the scenes of Late Goodbye's music video. Photo from the Poet County Jail fansite.

The band members were no stranger to Remedy's titles, and especially the Max Payne series. Their producer and keyboardist, Markus "Captain" Kaarlonen in addition to Pauli Saastamoinen mastered the sequel's music at Finnvox Studios. And as a long-time friend of Lake's, Saaresto had also helped with the original Max Payne game, portraying Russian Mob Boss, Vladimir Lem, as well as creating the Captain Baseball Bat Boy comic strips.

In an early version of the script, Late Goodbye would be used to awaken memories of a traumatic experience previously forgotten. In the final version, the song is used to reflect the game's themes, frequently repeated by characters that Max faces in his journey.

Launch and Critical Reception

Max Payne 2: The Fall of Max Payne was released on 14th October 2003, eight days after the game reached gold status. Reviews for the game were positive almost across the board, claiming an impressive 86 Metacritic score, almost identical to that of its predecessor. GameZone called it "a cinematic, action packed swarm of near perfection with a tragically twisting plot worthy of the big screen", whereas Gamer's Hell referred to it as "one of the most intense and best played games ever." IGN expressed the desire to be longer, with the title taking approximately seven hours to complete, but compliments it for being an adventure "thick with drama and action."

Praise was not only given to the gameplay, but to the adventure's brilliant soundtrack. In April 2004, both the Max Payne theme and Late Goodbye won in two categories, of the G.A.N.G ("Game Audio Network Guild") Awards, claiming "Best Original Instrumental Song" and "Best Original Vocal Song (Pop)" respectively.

Photograph sent by Remedy and posted on the 3DRealms news channel.

According to a YouGamer interview with Scott Miller, Max Payne and Max Payne 2 sold a combined seven million units worldwide. While the original title sold the majority of that amount, the sequel made a sizeable contribution with an estimated two or three million, although the official numbers have never been officially announced. Despite the numbers, TakeTwo's predicted sales fell into the same trap faced by Square Enix for Tomb Raider (2013), as the publisher demanded higher unit sales than what could be delivered despite a highly praised game and with a quality described by the President of Rockstar Games of exceeding "even our high expectations". As a result of sales, TakeTwo's financial report 2004 stated "in May 2003, we agreed to make payments of up to $6,000 in cash upon the achievement of certain sales targets for Max Payne 2. We do not expect that these sales targets will be achieved."

Despite not meeting TakeTwo's sales targets, Max Payne 2: The Fall of Max Payne is still considered, even fifteen years later, to be a solid and beloved adventure, and the perfect way to sign off the end of Remedy's Max Payne era.

What's Next?

Following the release of Max Payne 2: The Fall of Max Payne, the IP transferred hands becoming solely TakeTwo's property.

It wasn't long before fans heard more Max Payne news; two months after the launch of the sequel, the original title launched on GameBoy, a project led by Mobius, which marked the first in a series of ports to mobile platforms. In an interview with IGN, David Box, Lead Programmer at Mobius talks about getting the green light from the publisher. "Rockstar contacted us after seeing some of our previous work. We built them a thorough prototype of how the game would look and feel and from there we dived straight into full production." After five months, the port was launch just days before Christmas.

For Max, his story went in a completely different direction for Max Payne 3 with Rockstar taking up the developmental reigns. Similar to Remedy's direction for their new title, Rockstar traded the New York streets for the São Paulo's party scene, bringing the protagonist new challenges as a bodyguard. The game was launched on Playstation 3, XBOX 360 and PC on May 15th 2012 and equalled it's predecessor's already-impressive Metacritic score. A year after its release, it was announced that Max Payne 3 had shipped an incredible four million units.


It was in 2008 that the Max Payne movie came out, leading to mixed reviews. While the film was aesthetically beautiful, it was a departure from the original material, full of loose ends and contradictions. The game's protagonist and story was inspired by the Film Noir genre, and drew inspiration on the films of Humphrey Bogart, known for the intelligent suave and sophistication he gave to his characters. Instead the movie portrayed Max more as a desperate animal, constantly running away from his past, but in no certain direction. Although critically unsuccessful the movie made a profit, with an estimated budget (according to IMDB) of $35 million, the Max Payne movie grossed $85,416,905 by 2013.

Following the release of Max Payne 2: The Fall of Max Payne, Remedy went into a new direction replacing the busy streets of New York with the serene Pacific Northwest. The developer's new game, Alan Wake, was announced at E3 2005 for PC and XBOX 360, in partnership with Microsoft Studios who continued to work directly with them for eleven years throughout Alan Wake, Alan Wake's American Nightmare and Quantum Break.

For Remedy, Max Payne 2: The Fall of Max Payne was the bridge between finding success and entering the industry as a standalone, independent studio. The developers entered the project knowing it would be their last Max Payne title, and with new ideas on the back-burner. It proved that they could make a bigger, more polished game with a shorter development cycle.

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