originals\ May 31, 2012 at 5:20 pm

Max Payne 3 Walkthrough


A Note on Collectibles

Something Rotten in the Air

Nothing But the Second Best

Just Another Day At the Office

Anyone Can Buy Me A Drink

Alive If Not Exactly Well

A Dame, A Dork, and A Drunk

A Hangover Sent Direct From Mother Nature

Rest of the missions continued on page 2...

Ain't No Reprievement Gonna Be Found

Here I Was Again, Halfway Down the World

It's Drive or Shoot, Sister

Sun Tan Oil, Stale Margaritas and Greed

The Great American Savior of the Poor

A Fat Bald Dude With A Bad Temper

One Card Left to Play

A Note on Collectibles

The locations of all the collectibles are available in the walkthrough itself. 


Something Rotten in the Air

Okay then... The game starts you off by giving hints on the most basics of the combat system(learn the buttons or you're going to die....many times) - the first thing we need to do is go into bullet time - one of the best unique powers in gaming (hands down!). So, when you can control Payne you will be prompted to enter bullet time. Hit the default() button to enter bullet time and blow the masked head of the enemy off' him. The next order of business is to execute a Shoot Dodge. Now, even in the last two Max Paynes, we had Shoot Dodge - hit the button and Max will dive and the time slows down like the bullet time but - BUT - you can do this even after you sucked out everything from your bullet time guage. The only thing you need to learn - is to time the dodge properly and the game will be a cinch. Now, you need to judge when and how to use your bullet time carefully - which is the single most important part of the combat.
Take out the three guys and move down the hall (do not enter the room) and you find the GOLDEN PT92 PART 1 in the corner near the window pyane... I meant pane.
Go back to the room and there's a guy to the right here, kill him and also, the one hiding to the left as you enter. Go out to the porch and Max does his thing. After getting into bullet time, kill the enemy and you go into an elevator and then downstairs. There's another piece of GOLDEN PT 92 PART 2 to the right side after you exit the elevator but you may need to kill some guys before actually taking the piece.
Take cover behind any of the pillars or the desk to the left but look out for all the enemies who come out. They will be entering the area from the left side far ahead. Just keep Bullet Dodging the entire time and take out all of them here - They are not tough for Payne... Move ahead and kill the Chuck Norris who tries to jump you. You witness your first "Final Kill Cam" now. That means that you crossed a checkpoint.
Move into the garage area and you are soon confronted by more enemies. This is another tricky area so make sure you move and keep an eye on your surroundings all the time to avoid taking too much damage. Clear out the garage and watch out for the enemies far ahead and then move to the gate. Hit the button to the left and you can find the last part GOLDEN PT92 PART 3 in the right corner ahead after you exit thru the gate you just opened, then go up the lane.
You'll come across a PICTURE as you move ahead. The ramp bends to a left and at the top, you come to four enemies. Kill them and open the gate here. You see a van trying to escape the Payne... Shoot the tyre off while in slo-mo and three cats come out of the Van. Kill the two on the left and then the one to the right and move to the van's backdoor. As you open the door, you'll be sucker punched and two guys can be seen. Kill both of them and the theme of the chapter is that you can "smell something" as in "there's something fishy going on" and hence the name Something Rotten in the Air.


Nothing But the Second Best

Now, as you go down, note that there are six enemies amongst the crowd. They still are pretty easy to spot and if you can - try to take out all six of them before you hit the ground. When you get to the top, the doors are shut and we need to go back to the VIP lounge. You should see the lone gunman coming down the circular stairs and to more behind the window you took out from earlier. Go up the stairs and look behind the bar counter to the right for a GOLDEM MINI 30 PART 1.

Soon, you'll come to another lounge where you should spot a total of about four enemies directly ahead of you and up the aisle. You need to move out through the door to the left but there's a guy tucked a bit to the left in the corner - get him before he gets you and then move out of here.
You'll soon come to a long hallway with an enemy in the end. After a few turns, you could come into a bar where you see an enemy and another enemy just nearby near another bar. You ought to kill the first guy you see behind a bar and take cover behind there. If you go up on the stairs to the left and thru a door you can come behind and into the DJ's equipment area where you can find a GOLDEN .38 REVOLVER PART 1.

There are enemies up on the area opposite to the platform near the second bar and also one on the paltform itself. Go by the glass railing here and look down. You ought to be able to see more enemes near a mini-bar. Take them out and move thru the doors. In the immediate next palce, look to the left and you see toilets and the middle one's handle is green color, go there and you get a clue EX-COP. After you travel a while, you come into a locker room where you can find a couple of pain killers in one of the lockers and you go into the kitchen if you move thru this area.
Take cover behind the large table and kill the enemies ahead, if you miss them there then they will probably flank you - one from each side and immediately after you kill a guy, more pop in from the right. Kill everyone here and go thru the doors where the last two guys came from. Move to the ouside of this room as soon as you can but beware of the enemies who are near you. Outside, you ought to move while crouched and keep an eye in the middle of the room where more enemies might move in to from the ouside. If you come across them then just use your bullet time or dodge. In the middle area, you will find the GOLDEN MINI-30 PART 2 if you move in and walk straight to the wall.

The exit is at the back but you will probably come across more enemies as you move there.
You're back to control in the chopper and it's trouble time. There are five guys trying to cap Gio on the pad so use bullet time to take them out quickly and make sure you hit them when you shoot because you will not have much time. Okay, more guys - they just keep crawling out like roaches - some come from the door and more from the stairs so make sure you keep an eye out everywhere around her and do not forget to use bullet time. Also, one guy comes out of the door she needs to take outside, kill him and she is free to exit. She gets on the street but isn't safe yet, more enemies come out as she crosses all the intersections and at the end. You'll see more enemies come down below you in the centre of the area, kill them and look out for the guy behind Gio.
Man, it just gets better. You are about to face guys with rocket launchers. Make sure you hit the rockets before they take down the copter and keep killing the meth-heads. After you get down on the pad, run down the stairs and take the pain killers on your way down. When you are down, you will see black doors to the right side of the area where you can find the GOLDEM MINI-30 PART 3.

You come to a door soon, go in and shoot dodge your way down to the floor killing the enemies here. You'll be surrounded by enemies soon if you don't act fast. They really do come onto you from all directions possible. After you kill all of them, move to the catwalk and possible another one will show up. Move along the catwalk but be careful at the intersections where the enemies may just sneak up on you. Use your melee if they get too close - and they can get too close - But use bullet time if you need to, especially on the guys on the right side of the walk.
You'll find the GOLDEN .38 REVOLVER PART 2 part if you turn right in the farthest corner of the catwalk.

Go back on the catwalk to the roof and still, you will have more guys to face as you go up, they will sneak up on you on every corner and even once you get onto the roof. On the roof you have about three guys at first and shoot them quickly or you'll get some shotgun action. Go up to the fence and kill the guy coming and then go into the building and you can find the NECKLACE clue as you go down the metal stairs. Come out from the lower floor.

Just Another Day At the Office

Go into the stadium - don't think! After a bit of running around and after your arm is better, you'll move in to assault three enemies. After you kill two enemies a small group comes from the right, just be careful while moving and you can take a lot of them out without any trouble because of all the cover. Move out thru the back door and follow the arrows to get to an Elevator. To the left of the elevator is a bloodstained door which has a clue - BLOODSTAINS. After the elevator halts, Passos stops to question one of the enemies, as you move past here looktout for the enemies who come from the door which is to the right of the stage. Kill them all and move to the door. If you move into the recording studio to the right you can pick up the GOLDEN M10 PART 1.

Soon, you come across enemies with armor vests and heavy weapons. The armor vest covers their entire torso (this is realistic), so just shoot them in their faces or in their limbs. Shooting them in the butt (very rare) is also effective. Kill the one enemy coming from the left and cap the other two; then run after the money. Inside the stadium, keep moving to avoid the snipers. Passos will lead you into a concessions area. A group of enemies is waiting for you around the left turn and just before entering the room - look on the right walkway and kill the two guys there. If you manage to kill off all the enemies in this room then investigate the BLOOD STAIN which is on a pillar near the right wall.
As you move to the sniper's location, you come across an enemy and two more as you reach the booth. After that, make your way across the bleachers and Passos will cover you while you are running. A group of four enemies come at you as you move along the bleachers - you ought to make short work of them by using your bullet time.
Go down the stairs in the bleachers to the left bottom where you can pick up GOLDEN M10 PART 2, which is just near the gate that leads backwards.

Move to the next section of the bleachers and take cover behind the railing of the staircase. First, concentrate on the enemies in the lower area because they can lob grenades at you but also, keep an eye on the guys on this level or they will try to rush you. When you move ahead, be prepared for enemies you may be hiding behind the columns. Also, keep an eye out on the stairs which lead up into the stadium. There may be some enemies to the left as you move near the stairs. After all that, take the stairs to the stadium.
You will find some pain killer in a cabinet and weapons and ammo in this room, after you are done taking a break, just go thru the double doors on the right. This area has a lot of enemies in cover so just be sure to move really slowly from cover to cover. As you get near the memorial - look to the right for another single enemy come out. Investigate the SOCCER STAR MEMORIAL and go thru the door here and into the elevator which takes you to the stadium proper. You come into the bleachers again. The enemies ar mostly below you, take cover to the left and start taking them out. Go down using the stairs and when you are in the bottom most part, go left behind a wall (this is where the enemies where as you came out of the elevator) to find the GOLDEN M82A1 PART 1 and on the other side and you come to an opening leading into the stadium. When you reach the sniper's place, you will find an enemy below and after you take him out, the sniper shows up.
After you acquire the sniper rifle get into bullet time and take out the enemies comeing after Passos. You need to keep focused on the area close to Passos because a lot of enemies show up. After a while, you should see Passos taking cover o top of some stairs. You will soon come out under a last sniper, kill the enemies walking on top of the bleachers and go up the stairs, before you go thru the door, move all the way to the right to get the GOLDEN M82A1 PART 2.
There's an enemy on top so be careful, kill the other enemies around the corner and climb the ladder. Kill the three stooges on the catwalk and climb the last ladder. There's an enemy on the catwalk and two to the right. Move to where the paramilitaries were and jump over the railing. After you enter bullet time, kill the last enemy to finish this.

Anyone Can Buy Me a Drink

We look into the past of Payne - how he met Passos and got into the business of protection - first, we need to take care of a few chumps.
As soon as the girl gets slapped, you enter into Bullet Time, just pull the trigger on the sod. From your cover, take out the guys in the room ahead, there's one on top of the stairs also. After you kill all of them, moe back to the entrance of the Pub and look to the right to find the GOLDEN 1911 PART 1.
Go behind the pub counter for some Pain Killers. Now, move in the room ahead, go on top of the stairs to the left to get the GOLDEN 1911 PART 2.
Go back down and thru the door you saw Passos go in, as you come down the stairs, you ought to shoot dodge and kill the three guys ahead in the room, take cover and blindshoot the guys to the left. There are two more pain killers on the counter to the right here, move into the area to the left where the enemies were and go thru the door. You will get under the cover of a low wall with atleast half a dozen enemies ahead. If you have a shotgun or even if you don't, just start blind firing on them and kill them. Go back down the stairs which Max came up in the cutscene and look below the stairs to the left and you find the GOLDEN 1911 PART 3.
Go back up and into the alley. Keep shooting the guys and after a while you get back to Max's apartment. If looks like the father ain't gonna keep quiet. After Passos runs ahead, the way ahead is flooded with enemies and snipers. Before you go out, check out the NYPD BADGE for a clue and you can pick up painkillers in this room and also the GOLDEN M500 PART 1.
Shoot the guys ahead and keep moving to avoid getting shot and you meet Brewer. Go into his room and you can watch ome TV and get the remaining two clues of this mission. Go back out and around the next corner. Just keep running to the other end and take a right up the stairs. Outside, use bulllet time just as you step out and kill the guys. There may be some on the roof to the right and also ahead. Move to the roof to the right and continue to the end and up the roofs all the way till you see a cutscene and after that you wil be in bullet time against six enemies - if you shoot their heads, then you will have enough time to kill all six of them. Follow Passos after that and you will soon come into the buildings again, kill the enemies here and move up the stairs ahead and take cover because there are about five guys ahead and all of them are in cover. They pop out one by one so you pop them one by one too.
Move to where Passos is in the balcony and after a while you will come into a garage where you'll be in an intense fight. Thie things here is that the enemies come in from your right near the broke car to the right and shoot you from there. You need to stay under cover and blind fire at all other enemies and if someone come to your right, aim and kill them. After all the enemies are dead, go into the room to the right to find a GOLDEN SAF 40CAL PART 1.

Move ahead and you will be in another gun fight. Try to take cover behind the wooden board to the right 0 it's easier here. Just kill all the enemies and you are done with this mission.


Alive If Not Exactly Well

Move ahead and you get a HELICOPTER clue in the end near the fence straight ahead. Move to the left and vault over the wall and go to the door with a padlock to the left. Shoot the lock and go in, go up the stairs and vault over from the window into the next area where a cutscene show Max taking cover. Now, you can try and be stealty here but I just started shooting, if you kill the two guys near the car look to the right immediately and three more show up. Move to where they came from and go to the right and soon you come to a door leading in. Move in and kill the guys in the next room and move thru. This area has enemies behind cover so take it slow if you cannot find where they are. Move ahead and after a while Max opens the large shutter and as soon as he does that, you should immediately enter shoot dodge or bullet time. Kill the three guys but there are more to the right. The best thing to do here will be to shoot dodge at every corner because there will surely be enemies there. After you come out of the place you will find yourself in a small opening, take cover to the left ahead and kill the guys here and move into the metal gate which the last guy used to come in from the left.
You'll come into the room where Fabiana was being held. Check out the TV and the CAMERA for a clue and after you come out of here, move straight ahead till the end where you find a GOLDEN 9MM PART 1 to the right in the end.

Move back to the stairs which are to the right and you are in a cutscene again and Max is in cover. Now, shoot from cover and after that you will be in a shoot dodge so kill as many enemies as you can while you are in the air and take cover when you fall. Kill the guys here and move to the stairs which are on the other side. Climb the stairs and keep going till you find the GOLDEN 9MM PART 2.

Go back down and into the room to the side here and check out the PICTURE for a clue and take the Pain Killers in the med box and hit the button to the right which opens the door. Move out and take cover ASAP behind the crates ahead in the middle of the road and wait for two guys. Kill them and go into the door to the left ahead and take cover to the left. Watch out for a single enemy to the right on top of the stairs but the rest of them come to the left so kill all of them. After the place is clear, go to the area below the stairs to the right ahead and you can find the NEWSPAPER clue and if you go into the room to the left, you can find the BLUEPRINT clue and take the Pain Killers to the left in the med box. Go back out and thru the open door to the right and you will reach a GOLDEN LMG PART 1.

Go back inside and climb the stairs and move thru the door and kill the guy below. Jump down and take cover below the left window and start killing everyone from here. If they get close just use blindfire. There are a lot of enemies in the area ahead so make sure you soend you time here and most of them will come to you eventually. Move into the next area and take out any stragglers and move to the left and thru the gate. After the cutscene of Max opening the gate, go straight ahead to the end and behind the wooden wall to find the GOLDEN LMG PART 2.

Go back out and up the steps into the shack and hit the button for the walkway. Go out on the walkway and you find more enemies, first you will see on guy coming ahead from the right, kill him and you see a boat with enemies, you can shoot dodge to kill them and you fall into the water but Max can get out of the water and continue on. Take cover at the end and kill the enemies far ahead before moving to the oens closer. Kill all of them and take your time. Move ahead on the walkway and you will come to a junction where you can go left to the place where you saw Fabiana in the cutscene. Go there and you can find the GOLDEN LMG PART 3. 

Go back now and thru the door to right and take cover immediately, kill the two guys that are close by and take out the enemies on the boat if they appear here. There's another enemy on the boat which is just to your left and if you move a bit to the right you will see enemies far away in the front. Kill them and move ahead, you will need to kill two guys who come from the left and keep moving. Just take it really really slow at each point. Do not get out of cover unless you know there is no one alive ahead. After a long long time - this is probably the toughest area till now in the game; You will get into a boat. Now inside the boat, just shoot everything that moves. You will be in a long sequence in the boat and the life of the boat is shown, avoid getting it fully red and just keep shooting. If is fairly easy to spot the enemies here and you will come across several checkpoints on the way so do not worry about restarting the whole boat sequence if you fail. Sometime now, enemies throw molotovs at you and you need to shoot them down before they hit the boat, you will also need to shoot grenades and in the end you will be in a bullet time event with seven or eight guys in a boat ahead, shoot their heads to kill all of them and after some time, the hell ends.

A Dame, A Dork, and A Drunk

As soon as you come in front of the enemies, make a shoot dodge and first kill the guy to the left and if possible, the closest guy ahead. You will fall directly behind the desk after the dodge so you can take cover immediately. Kill the rest of the crew here and move back into the left office where you see a FILE ON FABIANA clue and if you go into the right side office (break the glass if you need to) You will find the GOLDEN MD97L PART 1. 

Go to where the guy is at and move ahead, as soon as you come into the next room a group of four guys rush in, shoot dodge and kill them and look at the MODEL of a building to the left for a clue and move ahead to the door. This next area has more enemies than you can possbile comprehend and more come in down from the roof after you kill the first batch. Just stay behind cover and blindfire them but you will also need to move around since the cubicles do not provide cover for long. Your best bet is to move left of the cubiles and continue around from there, like I said - there are a lot of enemies so expect to get shot any moment. After that, the security system is fixed. Walk down the steps and move into the next area when Max speaks to Bronco. Now, look back after the cutscene and near the waterfall, you should find the GOLDEN MD97L PART 2.

After a while you see a car trying to ram you but shoot the driver to swerve the jeep out of your way, a small group comes in from the front, kill them and three guys come in - two are normal and the third guy has a machine gun with heavy armor. Stay where you are and kill the two guy to the left and the right and take cover behind the table to the left since the area you are here will not allow to switch in and out of cover quickly. You cannot shoot the heavy armor guy easily, just wait till he runs out of ammo and needs to reload and the moment you see him reload, shoot his head and take cover again if you cannot kill him by the time he finished reloading. Then repeat till you kill him. Move back and to the left of this area just before the elevator is a glass case inside which you find the GOLDEN MD97L PART 3.

Move to the elevator and you see a long cutscene.
Move ahead thru the fire and just keep moving till you can take the gun from the enemy and then shoot him. Examine the body of the IT kid and move ahead, take cover here since there are two enemies to the right. Move thru and you will soon be in a place where you see three guys pushing a cabinet but upon seeing you, they go into cover. Blindshoot the closest guy and kill the other two and move to the cabinet and keep hitting E to push it and move to the left. Keep going and soon this mission will come to an end.

A Hangover Sent Direct From Mother Nature

Just follow the kid and after you are seperated, move on the path ahead till Max talks to some of the locals who do not want to help him. Next, Max spots a bar and decides that sobriety is no good to him anyways. If you move ahead a bit, you will meet the same Ex-Cop you saw in the toilet back in the nightclub. Keep going and not too soon, you will see yourself in a gunfight....again. Kill the three fools infront of you and the rest of the guys including the bartender ahead and the enemies to the left. Go into the bartender's place and take the Pain Killers from the room behind. Now move to the left and kill the guy who is behind the open door to the left. Go into the toilet here to the right and you find the GOLDEN SAWN-OFF PART 1.

Around every corner, as you make the turn, atleast one guy shows up from hiding to kill you. Move out of this place, theres a pain killer in the room at the end of the first lane. Move left and kill the guys, you can meet a businessman in the last room to the right just before the exit door - that's a clue. Move out and keep going straight till you come across enemies on rooftops after a checkpoint cutscene. Keep moving ahead and you will see more enemies just as you move past a gate. Take cover right beside the gate and kill the enemies. There are two on the ground and one on top right ahead. Kill them and move to their position to see a staircase leading up. Go up and immediately take cover behind the stairs and kill the enemies who show up ahead. Move ahead and shoot the guys on the roofs ahead of you. Fall down and kill the remaining up to the right and go on the stairs to the left here. Upside, more to kill. Keep killing and moving ahead, after a bit of walking you will come to some doublr doors which are padlocked. Shoot the lock and move in. 
You will be in bullet time, try to kill everyone on the ground and then look right as you move up and kill the guys here. Move along the catwalk all the way to the other side down the stairs till you get into a room which has two painkillers to the left. Now, take cover below the window to the right of the room and kill all the enemies who come across you. The door to this room will be busted open after you kill the last enemy on the other side. Kill the guys here and move out of this room and you find the GOLDEN SAWNOFF PART 2 to the left as you move out of the room.

More enemies come in across you, kill them and go down. Take cover to the left behind a machine and clear out this area and go up the stairs across this place. Go into the room ahead and enemies come in close from the right. Go behind the barrels to the left here and you find the GOLDEN SPAS-15 PART 1.

Move out thru the door the two enemies appeared from and shoot dodge since two enemies come in ahead of you. Move ahead up the stairs and you come to some large rail containers. Move thru the container and out the door to the right and Max recognizes tougher enemies. Move to the left and examine the gang tag on the wall to the right. You can pick up a painkiller which is in the room far to the left. Move to the right and keep going and kill all the enemies who show up. Keep going around the corners slowly; killing all the gangsters. When you move around one corner, you will hear an enemy fall off or something and also some fireworks. Move around this corner and jump down to the rigth to find the GOLDEN SPAS-15 PART 2. This is behind the wall which you jump down to get to the next area.

To the left just before the stairs is the SHRINE TO CLAUDIO clue. Move up and take cover behind the low wall and kill the three guys ahead. There's an enemy and a painkiller in the room to the left here. Go down from the right and you will come to a flyer of Giovanna to the right of a door filled with graffiti art. Examine the flyer and go thru the door and enter bullet time to kill the guys here. There are more in the room to the left and after you exit from here another clown shows up from the room shack ahead. Go down the path to the right. After a while and maybe a bit of killing, you will come out of the path and see an enemy on the rooftop ahead and this is an open area. Take cover to the right behind the wall and kill the enemies here. More come out if you jump down. Move into the house ahead where you saw the enemies come in from and kill the guys who move in from the left. Go out and move to the end where you see more enemies close to you in a room. There are about five guys in this room. Kill them and go in.  You can examine the DRUGS to the right for a clue and also take the painkiller which is to the right of the room on a shelf.
Move out of this room and in a short while, Max blows up the place and you see yourself in another narrow lane, examine the tags on the wall to the right for a clue. Move ahead out of the path and you see yourself in another big gunfight. First kill the guy on the right on the roof ahead of you who is throwing the molotovs and kill the remaining enemies. One of the enemies comes in close to your right so watch out for him and kill the rest of them here. You will find the GOLDEN SAWNOFF PART 3 to the left of the stairs which are to the right here.

Kill the enemies up top before going up on the stairs. The next part is too fuzzy to explain, just kill the enemies ahead and one of them even shoots a rocket launcher at you, shoot it and keep going and you see the last cutscene in this mission.

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