GAME · 2003 · FINLAND
Max Payne 2: The Fall of Max Payne
- Platforms
- Microsoft Windows
33 archived facts 6 topics 2 sources Last reviewed Nov 2026
33 Interesting Facts About Max Payne 2: The Fall of Max Payne
Interesting Facts (22)
- #001
In Part 1, Chapter 7 ("Continued" on PlayStation 2), after descending the scaffolding, walk along the building's ledge and pass the open window on your right. To find the hidden memorial to Miika Forsell (1983-2003), jump around the metal scaffolding pipe and enter the window on your right.
- #002
Writer Sam Lake modelled characters in Dick Justice, Lords and Ladies and Address Unknown. Sam was also the model for the main character Max Payne in Max Payne (2001) before Timothy Gibbs took over the role.
- #003
In the chapter where Max visits Mona at her home, whenever you enter the basement the janitor (who gives you the code to the upper floor) is trying to erase graffiti reading "Stay Frosty Baskinator." This is a reference to a 3DRealms forum member.
- #004
The engraving above the gate of Alfred Woden's mansion reads: "Omnia Vincit Amor." This is the Latin for "Love Conquers All."
- #005
In Part 1, Chapter 4 ("Continued" on PlayStation 2), when you climb from the apartment where the dead woman lies out onto the building's ledge, you will see a black letter "M" on the wall just past the first metal pipe you come across. It is very hard to see because it is so dark. With your face turned toward the "M," pressing the Action/Use button makes Max move his arms; wait for them to stop moving and press the button again. When you repeat this a third time, four mysterious sets of flames will appear as you walk along the ledge. On encountering the first set, Max will say "That's odd." Touching the flames kills you, so avoid them as they move up and down, and remember to jump over the gap where the first flame is.
- #006
In Part I, Chapter 7 ("Continued" on PlayStation 2), after killing Kaufman and all the cleaners with him, return to the suite (the one you reached from the scaffolding outside) and turn on the flat-screen TV (with its six-speaker surround sound system) for a hidden Grand Theft Auto tribute video. This video only appears AFTER Kaufman and all the cleaners are dead (and the elevator doors have opened for you to leave the level). Make sure you do not damage the TV on your first visit to the suite, or you will not be able to watch the video.
- #007
"Late Goodbye," the song that plays at the end of the title sequence, is sung by different characters at key points in the game. Among the characters who sing it are the janitor from whom Max gets the code to the penthouse, Mona while she is in the shower, and the cleaner in Max's nightmare. The song is also played on the piano by two cleaners while Max is in the penthouse suite.
- #008
One of the names proposed for the main character in the early stages of the first game's development was Dick Justice. The Dick Justice TV series in Max Payne 2 is a parody of the first game, Max Payne (2001) (VG). Also, one of the conversations you hear in Cold Steel in the first game has a soldier saying he named his rifle "Dick Justice."
- #009
In Part 1, Chapter 3, in Max's dream there is a photograph of his wife on the table beside him. Next to it is her wedding ring, which is not present in his real-world apartment.
- #010
In Part 1, Chapter 6, posters in the funhouse give the address of the website www.addressunknown.tv (this is impossible to see in the PlayStation 2 version, since the graphics are not as sharp and photorealistic as in the PC version). Typing it into your web browser redirects you to the official Max Payne 2 website.
- #011
It was first announced at the 2003 Electronic Entertainment Expo. The announcement was accompanied by a press release stating that the rights to Max Payne had been sold to the publisher.
- #012
In the second dream sequence, as Max passes through the holding cells at his precinct, he sees versions of himself in some of the cells, muttering to themselves. One of them says, 'I didn't used to look like this...' — a nod to how drastically Max's appearance has changed since the first game.
- #013
In Max's apartment, a CD by the band Poets of the Fall sits on the coffee table. The band performs 'Late Goodbye,' the song that plays over the game's credits; the same song is hummed by the janitor before he meets Max, and Mona sings it in the shower.
- #014
In Part I, Chapter One: In the Hospital, you see a daycare center through a window, with children's drawings arranged from right to left. The drawings tell the story of the murder of Max's family: the first shows the return home in a police car, the second the happy family, the third a green monster face symbolizing the drug V, the fourth his wife and child covered in blood, and the fifth Max weeping.
- #015
Mona's first line to Max in the game ('We have to stop meeting like this') is one of the last things she says to him in the previous game.
- #016
Mona's line 'So I'm just a damsel in distress after all' is a reference to the first game. In the first game, Mona said that, unlike her twin sister, she was a professional.
- #017
In one of Max's dreams/nightmares, you see Vinnie Gognitti and Vlad on a game show called Captain Baseball Bat Boy. If you wait a while, Vinnie says, 'Yeah, I know, the show's writer was Sammy Waters.' This is a nod to Max Payne writer Sam Lake.
- #018
Near the end of the game, at Woden's mansion, Vlad says he would rather 'reign in hell than serve in heaven.' This is a quotation from John Milton's 'Paradise Lost.' Coincidentally, Paradise Lost is among the books Max finds in the Ragna Rock nightclub in the first game.
- #019
Part I, Chapter Four (Chapter 'Continue' on PlayStation 2): When you ask the janitor for the code, he says, '667. The neighbor of the beast, get it?' and Max replies, 'Yeah, I get it.' In the first game, when Max received the code 665, he had joked, 'The neighbor of the beast.'
- #020
Part I, Chapter One: In the Hospital, a phone rings in the reception office. When Max picks it up, Nicole Horne's voice asks, 'Is this the Payne residence?' This is the line Horne says in the first game's opening when Max answers the phone in his home.
- #021
In the third dream sequence (Part III, Chapter Six), an easel is found in Max's office. In the real world (Part II, Chapter One), the easel details the plot of the case, while in the dream it reads, 'Wake up! You're in a computer game!' This 'wake up' message appears briefly in an earlier dream (Part III, Chapter One), but you have to see it quickly before the dream ends. It is also a nod to the message Max receives in a dream sequence in the first game.
- #022
Developer 3D Realms initially did not want the number 2 to appear in the title and planned to call the game simply 'Max Payne: The Fall of Max Payne'. However, after the Max Payne rights were sold to Take 2, they lost active control over the IP and the title reverted to 'Max Payne 2: The Fall of Max Payne'.
Production Story (4)
- #023
Sam Lake, the writer of Max Payne 2: The Fall of Max Payne, chose to write its plot as a "film noir love story" because he felt it best suited Max's persona.
- #024
Lake described writing a sequel to Max Payne as "an art of its own", and said the main aim for Max Payne 2: The Fall of Max Payne was "to keep what's good and fix what was not so good" while taking the story in surprising directions.
- #025
The screenplay for Max Payne 2: The Fall of Max Payne was three times longer than the one for Max Payne, and Lake predicted the more complex story would add to the game's replay value.
- #026
Max Payne 2: The Fall of Max Payne raised the polygon count over the original Max Payne, smoothing character model edges, and gave characters a wider range of expressions; Max himself now smirks and moves his eyebrows in reaction to scenarios, whereas previously he had only one expression.
Behind the Scenes (4)
- #027
The developers of Max Payne 2: The Fall of Max Payne singled out Max's lucid dream sequence, where the screen turns fuzzy and out of focus, as a scene that uses the game's effects well.
- #028
In Max Payne 2: The Fall of Max Payne, bullet time was changed so that Max receives a refill of part of the Bullet Time gauge and time slows further as he moves deeper "into the zone" with each consecutive kill.
- #029
The bullet time changes in Max Payne 2: The Fall of Max Payne were intended to push players to dive aggressively into dangerous situations instead of crouching at a safe distance and waiting for enemies.
- #030
Max Payne 2: The Fall of Max Payne added a reload animation in which Max, while reloading in Bullet Time, ducks to avoid bullets, spins to survey the combat situation and briefly pauses so the player can consider a strategy.
Characters & Cast (1)
- #031
For Max Payne 2: The Fall of Max Payne, Max's appearance was remodeled after professional actor Timothy Gibbs, while James McCaffrey returned as the voice of Max. The original Max Payne had modeled Max after the game's writer, Sam Lake.
Easter Eggs & References (1)
- #032
In Part 3, Chapter 3 ("A Mob-War"), one of the Vinnie Gognittis working with you says, as he leaves the apartment complex to go out into the rainy night: "Cause I'm a Rain Dog, too." This is a reference to Tom Waits's 1985 title track "Rain Dogs."
Deeper Meaning (1)
- #033
In Part 1, Chapter 1, the hospital room visible through the window contains a row of children's drawings arranged from right to left. The drawings depict the murder of Max's family: the first shows a police car heading home (Max going home), the second shows a happy family — Max, his wife and their children — the third shows a sinister green monster face, possibly representing V (the drug that played a major role in the killing of his wife and child), the fourth shows his wife and child dying in blood, and the fifth shows Max crying.
Related pages
- Max Payne 3 — Max Payne 2: The Fall of Max Payne comes up in the facts on that page
- Alan Wake II — Max Payne 2: The Fall of Max Payne comes up in the facts on that page
Sources & editorial notes
Sources for the entries on this page
- Wikipedia Max Payne 2: The Fall of Max Payne — Wikipedia
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