Table of Contents

1 - Part I: The American Dream

1.0 - Prologue (PLGF)
1.1 - Chapter One: Roscoe Street Station (RESU)
1.2 - Chapter Two: Live From The Crime Scene (LFCS)
1.3 - Chapter Three: Playing It Bogart (KPIB)
1.4 - Chapter Four: Fear That Gives Men Wings (FGMW)
1.5 - Chapter Five: Empire Of Evil (AEOE)
2 - Part II: A Cold Day in Hell
2.1 - Chapter One: Captain Baseball Bat Boy (CNBB)
2.2 - Chapter Two: Angel Of Death (ALDH)
3 - Part III: A Bit Closer to Heaven
3.1 - Chapter One: Cold Steel (COSL)
3.2 - Chapter Two: Deep Six (MDSX)
3.3 - Chapter Three: Power Games (PRGS)
3.4 - Chapter Four: Nothing To Lose (NGLE)
3.5 - Chapter Five: Pain And Suffering (PNSG)
4 - Legal (LEGL)

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

1 - Part I: The American Dream

1.0 - Prologue (PLGF)

Graphic Novel

[Max Payne stares as a blizzard envelops New York.]

MAX'S VOICE: To make any kind of sense of it I need to go back three years.
Back to the night the pain started.

[In the past, Max chats to Alex at the office. Max smokes a cigarette.]

MAX'S VOICE: I was still in the force back then. NYPD, Manhattan, Midtown North
Precinct. Hell's Kitchen.

ALEX: So, when are you coming to work for me, detective Payne?

MAX: You'd make me work undercover in some hellhole. Sorry Alex. Michelle and
the baby come first.

[Max stubs out his cigarette in an ashtray.]

MAX: See! My last smoke. It's bad for the baby.

ALEX: That's you, Max. A regular boy scout.

[Max waves goodbye and walks away from Alex.]

MAX: See you, Alex.

ALEX: Still on for poker Thursday night, right?

MAX: Like taking candy from a baby.

[Max drives down a suburban street.]

MAX'S VOICE: Life was good. The sun setting on a sweet summer's day, the smell
of freshly mowed lawns, the sounds of children playing. A house across the
river, on the Jersey-side. A beautiful wife and a baby girl. The American dream
come true.

[Max unlocks the front door of his house.]

MAX: Honey, I'm home!

MAX'S VOICE: But dreams have a nasty habit of going bad when you're not
looking.

[Max walks inside his house.]

MAX'S VOICE: The sun went down with practiced bravado. Twilight crawled across
the sky, laden with foreboding. I didn't like the way the show started. But
they had given me the best seat in the house. Front row center.

[Max sees graffiti on a wall.]

MAX'S VOICE: Something ugly had been tattooed on the wall, a map of things to
come. It was a poison syringe, a magic tag full of diabolical meanings.

[Max picks up a nearby phone.]

MAX: Listen! Someone's broken into my house. Call 911.

VOICE: Is this the Payne residence?

MAX: Yes, someone's broken into my house, they are still here, you have to -.

VOICE: Good. I am afraid I cannot help you.

[They hang up.]

MAX: Who is this? Hello?

[Max hears a dial tone and puts back the phone. He finds his wife in another
room. She's shot in the chest. He cradles her body and screams.]

[Present day. A police car drives through the wintry New York streets.]

MAX'S VOICE: That was three years ago. Everything ripped apart in a New York
minute.

[The blizzard whirls around skyscrapers.]

MAX'S VOICE: The killer junkies had been high on a previously unknown designer
drug: Valkyr, V. After the funeral, I told Alex I would be transferring to the
DEA.

[Max looks at the buildings.]

MAX'S VOICE: It took us three long years to get a break in the Valkyr-case.
Then, finally, two months ago, a dime-dropper tipped us off that Jack Lupino, a
mob-boss in the Punchinello crime family, was trafficking. I went undercover,
infiltrated the worst mafia family in New York.

==============================================================================
1.1 - Chapter One: Roscoe Street Station (RESU)

Graphic Novel

[The blizzard rages outside a bar.]

MAX'S VOICE: I came in from the cold and the dark. Outside, the city was a
cruel monster.

[Max is on a phone call.]

MAX'S VOICE: I'd been slowly working my way from small-time to the big fish.
Trying to get to the source of the drug. Alex and B.B. were my only contacts in
the DEA, the only ones in this decrepit city who knew I was down here.

[The phone rings.]

B.B.: B.B. here... Something urgent has come up with Jack Lupino. You need to
meet with Alex immediately... at the Roscoe Street station.

[They hang up.]

MAX'S VOICE: I hadn't had a face to face with Alex since I'd gone undercover.

[Max stands in a train.]

MAX'S VOICE: The feeling hit me like a point-blank shot straight in the face.
Something was not right about this. My Beretta stirred nervously under my coat,
but the train doors had already shut behind me, and I was in for the ride. Next
stop: Roscoe Street station, and Alex.

------------------------------------------------------------------------------

Game

[Max steps off the train and onto the #5 station platform. The train leaves.]

MAX'S VOICE: The station was drenched in gloom. Alex was a ghost, nowhere to be
seen. I'd have to look for him.

[Max can try to go upstairs, but a closed gate stops him.]

MAX'S VOICE: The gate was locked.

[Max goes through an employee door. There's a large bloodstain in the corridor,
and it trails underneath another door. In the next room, Max finds a corpse
lying in a pool of blood.]

MAX'S VOICE: Death was in the air at Roscoe Street. I'd have to find Alex
fast.

[Max can find painkillers in a locker.]

MAX: The pills would ease the pain.

[Max returns to the platform. Two mobsters have arrived.]

MOBSTER #1: Wasn't Jake supposed to take care of this?

MOBSTER #2: He's havin' too much fun with the cop up there. What's the plan?

MOBSTER #1: Gun down anyone that gets off a train. Hey, who's that?

[They run in Max's direction. Max kills them.]

MAX'S VOICE: A meet at a closed station? Something was off.

[Max goes through the now unlocked gate and heads upstairs. He goes down a
hallway and finds a door to the Subway Control Room. The doors are locked with
a keypad. Max can try to open them.]

MAX'S VOICE: The security panel let out a mocking cackle. I'd need the right
code.

[Max heads down another set of stairs to the #2 train platform, occupied by
more enemies. There's an inactive inspection train on the tracks.]

MAX'S VOICE: The power to the rail was off. I'd have to get it back on to move
the train.

[There are two closed doors on this platform. Behind one door is another locker
room and a gate.]

MAX'S VOICE: I had ended up in the middle of a big time crime operation. The
gate was locked. I'd have to find another way to get to the tunnel.

[The other locker room has a gunman holding a terrified transit cop hostage.]

COP: No! Don't!

[Max shoots the gunman.]

COP: You saved me, man!

MAX: What's going on here?

COP: A massacre! These armed thugs just appeared from nowhere. We need to get
help man! There's a phone in the control room if we can get there and get in.

[The cop exits the room. Max escorts him to the keypad. The cop enters the
code. The doors open and a mobster comes out with a rifle, murders the cop and
retreats. Max reenters the code and enters the control room. After a firefight,
Max finds the controls to start up the inspection train. Max can verify the
train's status on a surveillance camera as well as going to it in person.]

MAX'S VOICE: The train lit up like a Christmas tree. The power was back on.

[Max enters the train, and it moves down the tracks towards a wooden
barricade.]

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

1.2 - Chapter Two: Live From The Crime Scene (LFCS)

Game

[The train stops in a sewer tunnel. Max stands in front of the train.]
MAX'S VOICE: The train had got me through, but the scum knew I was coming. I
was in the rat king's domain; they crawled around my feet like rotting leaves
in fall. But I had bigger rats to find.

[Max continues through the tunnel and encounters more foes. He jumps onto a
platform and goes through an arched opening.]

------------------------------------------------------------------------------

Graphic Novel

[Max finds old ticket booths.]

MAX'S VOICE: The rusty door led to an abandoned part of the station, closed off
since the early 40s. Something big was going down at Roscoe street. Maybe
that's why Alex had wanted to meet me here. Maybe not. One way or the other, I
was going to find out.

------------------------------------------------------------------------------

Game

[Max advances into another room, where he experiences a tremble. He finds three
men in the next room, having a discussion around a door wired to be
detonated.]

ROBBER #1: Gimme the detonator.

ROBBER #2: What are ya talkin' about? I thought you had it!

ROBBER #1: No numbnuts, you were supposed to have it!

MAX'S VOICE: The door was welded shut, that's why they needed explosives. It
was also why I needed the detonator.

[Max searches for the detonator. He finds that the robbers have blasted a hole
into the bank vault area. An alarm blares and a red light keeps flashing. He
continues into a vault, and finds that the vault's open door leads into a room
with irate enemies, a computer and a ringing telephone. Max can shoot some
machinery in the room to silence the alarm, and he'll express his gratitude.]

MAX: Thanks.

[Max can also answer the phone.]

------------------------------------------------------------------------------

Graphic Novel

MAX: We come to you now live from the crime scene.

JIM: Who is this?

MAX: Right back at you.

JIM: This is Deputy Chief Jim Bravura from the NYPD. You are to cease your
criminal activities and surrender immediately.
MAX: Sure thing, Jim. Me and the boys been talking, and everyone's real sorry.
They'll never do it again.

JIM: Who the hell is this?

[Max hangs up.]

MAX'S VOICE: Being placed at the scene of a bank robbery wouldn't have tipped
the odds in my favor.

------------------------------------------------------------------------------

Game

[The computer in the middle of the room can unlock three vault doors, one at a
time. Max entered the room from Vault A. Vault B contains a table with some
papers scattered on it. Max can examine them.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks over the papers in Vault B.]

MAX'S VOICE: The bank robbers had been after Aesir corporation bonds. The Aesir
success story had recently been on every channel, and on the cover of every
magazine.

------------------------------------------------------------------------------

Game

[Max returns to the computer and opens Vault C. When he goes inside, he
discovers the detonators on a table.]

MAX'S VOICE: The crooks had brought enough explosives to send Lady Liberty into
orbit. I took the detonators.

[Max retraces his steps to the wired door and uses the detonators. The door is
flung off and Max enters to meet his contact, Alex.]

MAX: Alex! Am I glad to see you.

ALEX: Max? Jesus, I nearly shot you! What the hell's going on? There are more
corpses here than at the city morgue!

MAX: It's an armed robbery, a tunnel-job straight to Roscoe Bank vault through
the old station wall. This is Lupino's gig.

ALEX: This is Lupino's doing? Lupino's men? Really?

MAX: You sure know how to pick a place. We should get outta here, right now.
The good guys are on their way, but I don't look so good right now.

ALEX: You're right we gotta get out of here - If it's Lupino, then it's -

[Alex is shot from behind and collapses.]

MAX'S VOICE: He was dead. I could tell by the cold blind stare in his eyes. My
only contact with sanity these last 3 years was gone... And so was his
killer...

[Max heads up the stairs and leaves the station.]

------------------------------------------------------------------------------

Graphic Novel

[Max emerges from the station. He's on a street as the snowstorm continues into
the night.]

MAX'S VOICE: Alex had kept me relatively sane for the past three years. Now I
didn't know how I felt. Somehow he had stumbled upon something big and ended up
stepping on Jack Lupino's toes.

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

1.3 - Chapter Three: Playing It Bogart (KPIB)

Graphic Novel

[Max continues walking through the shadowy streets.]

MAX'S VOICE: Lupino ran his racket of sex, drugs and contract killings from a
sleazy hotel and a slum block of tenements.

[Police sirens become audible.]

MAX'S VOICE: The NYPD was closing in. I could hear the sirens. Their wail was a
crescendo. Lupino thought he could get us by taking Alex out, and leaving me to
take the fall for it. All he had gotten was my attention.

[Max locates the hotel.]

MAX'S VOICE: Lupino wasn't in his cheap hotel. Instead I ran into the Finito
brothers. My cover had been blown. The doors slammed shut behind me. And then I
was dodging bullets like raindrops.

------------------------------------------------------------------------------

Game

[Max talks to the brothers, Joey and Virgilio, inside a hotel room.]

VIRGILIO: Ladies an' gentlemen, it's the max-imum pain in the butt.

MAX: You're killing me. Did you make that up yourself or did you get a wino to
write it?

JOEY: No, but I could have got a junk squad plant to write it, right Maxie?

MAX'S VOICE: My cover was blown and the door was locked.

[Max runs behind a wall.]

MAX'S VOICE: Suddenly I was dodging bullets like raindrops.

[Max kills the brothers. He can try to open the locked doors.]
MAX'S VOICE: There had to be a key to the door somewhere.

[Max discovers something on a desk that the brothers left behind.]

MAX'S VOICE: The letter on the desk caught my eye...

[He moves closer.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks down at the desk.]

MAX'S VOICE: I had met Lupino only once. The gangster ran all his rackets
through his right-hand man, Vinnie Gognitti.

[Max picks up a dart.]

MAX'S VOICE: Gognitti was a high-strung whiner on the verge of breaking apart
like an overamped energizer bunny.

[Max's dart hits a dartboard with a picture of Vinnie Gognitti.]

MAX'S VOICE: He had the brains to run the business but he lacked the balls,
always falling short, taking his frustration out on under-aged addicts and call
girls.

[Max picks up the letter on the desk.]

VINNIE'S VOICE: The V-deal goes down at yer hotel. Jack's exact words, quote:
'Vinnie, you're in charge of this one', unquote. Rico Muerte's coming to see it
through. Anything goes wrong, an' everybody's gonna get dead. Goes double for
you. Treat this guy real good, anything he wants, you give him. Don't screw
this up or yer finito, Finitos.

[Max puts down the letter and glances around the hotel room.]

MAX'S VOICE: A V-deal meant added security, locked doors, and lots of nervous
thugs with itchy trigger-fingers. I had seen nothing coming in, but that didn't
mean it hadn't been there. Rico Muerte was a regular Keyser Soze, a spook story
told to keep the apes in line.

[Max thinks of a door.]

MAX'S VOICE: 313, the Finitos had scribbled Muerte's room number on the note's
margin.

------------------------------------------------------------------------------

Game

[A mobster yells from behind the locked doors.]

MOBSTER: Boss, you OK in there? Boss?

[The doors swing open and Max shoots the mobsters. He exits into a corridor
that has more closed doors.]
MAX'S VOICE: This was going to be tough. The stairs were locked and the lift
had been busted for a decade or more.

[Max enters a room with a vibrating bed and a radio. He can switch on the radio
for news.]

REPORTER: In his press conference today, the mayor stated that Valkyr
represents a clear danger to New York, and called for drastic actions to
eliminate the problem. On today's top story, the Valkyr crises worsens with the
murder of DEA special agent Alex Balder. Special agent Balder had been shot
repeatedly from a point-blank range. The gunman has been identified as Max
Payne.

MAX'S VOICE: I had just gotten my 15 minutes of fame.

[Max heads into the next room. There's another door Max can try to open.]

MAX'S VOICE: The door was locked; I had to find another way outside.

[Max is forced to shoot the windows in the room to leave. He walks onto the
hotel's balcony as snow drifts down, and enters another part of the hotel to
engage in more combat. One of his enemies watches a television show in a
corridor.]

NARRATOR: And now, an all new episode of Lords and Ladies brought to you in
part by Aesir Corporation.

LORD: My lady, there is a matter of great importance I must bring to your

attention.

LADY: My lord, there is?

MOBSTER: Oh, Lady Amelia... so tragic... Will she ever find true love? *sob*

[Max moves through the hotel corridors. There are some functioning doors
leading to rooms he can enter. One room contains a television. Max can turn it
on to watch the latest news.]

REPORTER: Tonight, the city's fight against the nightmare drug, Valkyr, took a
turn for the worse, as DEA special agent Alex Balder was found brutally slain
at the Roscoe Street subway station. A suspect, Max Payne, was seen leaving the
site only moments after the shots had been fired. He is believed to be armed
and extremely dangerous. And now the weather. The worst winter storm in
recorded history continues to pound the city.

[In an adjoining space, Max discovers a corpse atop a still vibrating bed.]

MAX'S VOICE: This party had been dead for a while. I wasn't sorry I'd missed
the show.

[Max goes to the room across the hall. There's another bed, as well as a book
abandoned on a desk that he can inspect.]

MAX'S VOICE: A hooker had left her diary on the table. It detailed how she had
recorded her dealings with a certain elderly mark, and sold them to a mystery
hag. Call it a hunch, but it felt important.

[Max opens a wardrobe, which exposes a passageway to a large hidden space for a
film camera and shelves with videotapes. He can take a closer look at the
camera set-up.]

MAX'S VOICE: The camera was pointed at the bed through a small hole in the
wall. Just the right place for recording any seedy action.

[Max leaves this area to enter another hotel hallway. He finally reaches his
destination.]

MAX'S VOICE: 313, I had found Muerte's room.

[Max opening the door triggers a weight to drop and a shotgun in a chair to
blast at the unlucky entrant. Max finds a letter left behind on Rico's desk.]

------------------------------------------------------------------------------

Graphic Novel

VOICE: One of our trusted boys has a monkey the size of King Kong on his back.
We need your special skills for backup on a major deal.

[Max crumples up the letter and drops it.]

MAX'S VOICE: Collecting evidence had gotten old a few hundred bullets back. I
was already so far past the point-of-no-return I couldn't even remember what it
had looked like when I had passed it.

------------------------------------------------------------------------------

Game

[Max departs Rico's room and backtracks through the hallways. A door opens and
more mobsters come out. Max finds and operates an elevator to take him to the
basement. He can watch a television that's tucked away in a corner.]

REPORTER: A winter storm warning is in effect in the whole Tri-State area as

both freezing rain and heavy snowfall continue. Many roadways are already
closed, and people are advised to stay indoors. The severe blizzard has ravaged
New York for three days now with no end in sight.

MAX'S VOICE: The snowbound city was on my side. Less chance of innocent
bystanders getting caught in the crossfire.

[Max walks into a boiler room and comes across another corpse.]

MAX'S VOICE: A dead man tied to a chair lay on the boiler room floor. The poor
slob had been beaten to death with a baseball bat.

[Max heads upstairs to the ground floor of the hotel. When he goes to enter
another room, he hears voices from within that cause him to stop.]

DEALER: Gentlemen, let's do business.

DEALER #2: Liquid green for folding green, a fair trade.

[Max goes into the meeting room and kills the three dealers.]

MAX'S VOICE: A lifetime ago this would have gone down as a narcotics arrest.
[There are two briefcases on a table. One is already open, revealing green
tubes. Max can open the other briefcase.]

MAX'S VOICE: The green glow of Valkyr cylinders illuminated the dull green of
dirty money.

[Max obtains keys from this room, which he uses to unlock the door to a bar.]

------------------------------------------------------------------------------

Graphic Novel

[Rico Muerte stands behind the bar counter.]

RICO: Two mad dog killers, ready to murder each other. They step into the next
room, an' I'm thinkin', now they're gonna do it.

[A woman moans.]

RICO: But no! They sit down in front of a TV an' solve their differences with a
kung-fu fightin' videogame.

[The woman stands up next to Rico, wiping her mouth.]

RICO: I tell you, Candy. I was so depressed I strangled them both with the
videogame cables.

[Candy laughs.]

CANDY: Oh Rico, you're so bad.

RICO: I am, ain't I?

[Rico puts his hand on Candy's head, as she begins to lower herself again.]

CANDY: Mmm-mmmm.

[Rico and Candy turn their heads at the arrival of Max Payne. Max wields a
gun.]

MAX: Rico Muerte. Big-time hustler.

[Rico scrambles as Candy crouches behind the counter.]

RICO: Who the hell?

CANDY: It's that cop!

[Max aims his gun.]

MAX'S VOICE: Muerte went for his gun.

------------------------------------------------------------------------------

Game

[Max stands at the bar's entrance, looking at Rico behind the counter.]

MAX: That's a lovely story Rico, why not tell us another?

RICO: Max Payne, the King Kong monkey himself! You want me? Come get me!

[Rico and Candy run away, as enemies come into the bar to fight. Max continues
into the next room and terminates Rico. He can enter a door behind the
reception desk, where he can make use of a switchboard.]

MAX'S VOICE: The antique switchboard was still in use. It wasn't hard to
picture a fat pimp listening to his hookers talk dirty over the web of party
lines; the blood veins of New York. Right now, there was a different set of
moans and groans going on.

MOBSTER: Boss... Gognitti... it's Max Payne... he came an' started cappin'
us... he killed... uuuhh -.

VINNIE: What's the freakin' problem? Hello? Answer me! Hello? God Dammit!

MAX'S VOICE: Turn around, walk away, blow town. That would have been the smart
thing to do. Guess I wasn't that smart.

[Max triggers a switch behind the reception desk to open a gate to the lobby.
He can finally exit this building.]

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

1.4 - Chapter Four: Fear That Gives Men Wings (FGMW)

Graphic Novel

[Max leaves the hotel and walks through the blustery night.]

MAX'S VOICE: Turn around, walk away, blow town. That would have been the smart
thing to do. Guess I wasn't that smart.

[Max considers the next building he should go to.]

MAX'S VOICE: Lupino's tenement buildings were a seedy hangout for all kinds of
sleaze. A liquor store, a pawn shop, a laundromat full of mobster bookies and
loan sharks. The list went on.

[Max readies his gun.]

MAX'S VOICE: The how and why of it was a mystery to me, but they knew I was a
cop. They knew I was coming, and they were going to get real trigger-happy
about it.

[A car explodes with a KABOOM!!]

MAX'S VOICE: I got to see Lupino's hangout all lit up. A bomb went off, turning
snow into liquid gold. A pillar of fire lifted the remains of a car straight up
into the air.

[Near the explosion, two mobsters drive by in a car.]

MAX'S VOICE: The flames were highlighted on the hood of a black Mercedes Benz,
as it coasted down the street, real slow. As if the driver didn't have a worry
in the world. I got a good look of the man riding shotgun. It was Vladimir, the
head of the local Russian mob, the fly in Don Punchinello's soup.
------------------------------------------------------------------------------

Game

[Max is on a snow-white street. He can go inside a pawnbroker or check out the

newspapers on the street corner.]

MAX'S VOICE: The headlines were a depressing read. Screaming bloody murder
while the storm screamed a duet with the approaching prowl car sirens.

[Max is otherwise blocked by brick walls and blockades. The only way out for
him is descending into a basement. He progresses through the drab corridors,
and encounters a ringing payphone in a hall.]

MAX'S VOICE: It could have been just a junkie in need of a fix, but it turned
out to be something more sinister.

WODEN: Am I speaking to Mr. Payne?

MAX: Who wants to know?

WODEN: My name is Alfred Woden. You must hurry. The police are on their way.
They know you are there.

MAX: How? And what's it to you?

WODEN: I will contact you again. *click*

[Max moves through the building. He walks up a few levels and enters an
unlocked dwelling. Max can try to open the bathroom door.]

VOICE: Hold on! I'll be out soon.

[Max can shoot the hostile occupant after he flushes and the bathroom door
opens. Max jumps through the apartment's shattered window and onto a rooftop.
He walks across a pipe that stretches across the street below. He breaks into
more residences and fights enemies through grimy rooms and on snow-covered
roofs. Eventually, he enters a room with speakers, boxes, a clothes dryer and a
door.]

------------------------------------------------------------------------------

Graphic Novel

[Max kicks open the door with a KRAKK!]

MAX: Vinnie Gognitti, just the man I've been killing to see.

[Max points his gun at Vinnie.]

VINNIE: Payne! Freakin' fed! I knew from day one there was something screwy
'bout you. Waddya think yer doin'? Yer a freakin' cop, you ain't got squat on
us. You can't just come in here wavin' yer piece like it meant somethin' -.

[Vinnie shoots his gun with a BLAM! Max and Vinnie trade fire. Vinnie clutches
his chest.]

VINNIE: Yyeeaargh! Oh my god, oh god, you shot me, aaahhh. Yer dead, Payne!
What the hell are you waitin' for, you apes? Kill 'im! Kill 'im!
HENCHMAN: With pleasure, boss.

MAX'S VOICE: Gognitti bailed. I made like Chow Yun Fat.

------------------------------------------------------------------------------

Game

[Vinnie flees the room, leaving behind a letter on his desk. Max can read the
paper.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks down to read the letter and picks it up.]

MAX'S VOICE: The letter was addressed to Don Punchinello, but Vinnie had never
had the nerve to finish it.

VINNIE'S VOICE: Jack's gone voodoo. Just the other night he shot Dino 'coz he
wanted to see what his brains looked like splattered on the wall. He's a
freakin' mad dog. We're runnin' out of men an' business fast.

MAX'S VOICE: Gognitti had been living in mortal fear of his boss. Jack Lupino
was a psycho.

[Vinnie runs across one of the pipes connecting the buildings, as the snow
continues to fall.]

MAX'S VOICE: Vinnie Gognitti was running scared. He could run, but with a
bullet in his stomach like a broken bottle of Tabasco, he was quickly running
out of time. He knew where his boss was, and I wanted to square things up with
Jack Lupino. Gognitti would be moving fast. I don't know about angels, but it's
fear that gives men wings.

------------------------------------------------------------------------------

Game

[Max tracks Vinnie through buildings and over rooftops. The chase ends in a
courtyard as Vinnie runs up to a closed door.]

VINNIE: Open the door! Open the freakin' door!

[The door remains closed. Vinnie turns around to Max.]

VINNIE: Payne! I'll kill ya! Lousy freakin' cop!

[Max takes down Vinnie.]

------------------------------------------------------------------------------

Graphic Novel

[Vinnie breathes heavily on the snow as Max leans over him with a gun.]

MAX: Where's Lupino?

VINNIE: Screw you!

MAX: Bad start, Vinnie.

[Max grabs Vinnie's shirt.]

VINNIE: Aargh! Police brutality -.

MAX: I rate pretty high on that.

VINNIE: You... you can't just hurt me in cold blood.

MAX: Uh-uh. Just keep telling yourself that.

[Max puts his gun next to Vinnie's face. Vinnie's sunglasses slip down his
face.]

MAX: Listen good, candy man. I'm not going to be anybody's fall guy. I want to
know where your boss is hiding.

[Max places the barrel of his gun directly on Vinnie's head. Max pulls the
trigger. KLIK! No bullet comes out.]

VINNIE: I'll tell you! I'll tell you, just don't hurt me no more!

[Max seizes his shirt collar.]

VINNIE: Lupino's at Ragna Rock! The nightclub! Book me, take me in, haul me to
the freakin' jail. Just don't hurt me.

[Max lets go of him, gets up, and starts walking away into the night.]

MAX: Your rights will be read at your funeral.

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

1.5 - Chapter Five: Empire Of Evil (AEOE)

Graphic Novel

[Max approaches Ragna Rock.]

MAX'S VOICE: Ragna Rock was as inviting as a headache, flickering and flashing
to a machine gun beat. The belly of the nightclub was a gothic theme park that
began with bondage games, and led to the nasty stuff from there. As subtle with
its dark message as a cop killer bullet through the heart. Like father, like
son. Just like Jack Lupino.

------------------------------------------------------------------------------

Game

[Max enters the lobby, but the main doors are locked. He has to go through the
ticket office. He activates a switch, and goes upstairs to a room filled with
books, boxes and barrels. A red book left on a table can be examined by Max.]

MAX'S VOICE: The book had never been a bestseller, it was entitled The Age of
Murder and Storm. The blurb on the back mentioned Norse mythos and Ragnarok,
the end of the Viking world. I was beginning to see what the nightclub and its
owner were all about.

[Max exits this room and explores the venue. Red curtains block access to the
stage. There's a pentagram symbol drawn on the floor in front of the stage. Max
has to enter a door next to the bar, which leads to a room with a bookcase he
can scrutinize.]

MAX'S VOICE: The room was stacked with light reading such as Necronomicon,
Witchcraft, and Paradise Lost. The only thing I could take seriously was the
thought of Lupino taking it seriously.

[There's also a desk with another red book that Max can inspect.]

MAX'S VOICE: Books with pentagrams on their covers, lying between stacks of
horror videos and a couple of Ouija boards.

[Max heads upstairs into the nightclub. On the top floor, he finds controls for
the stage. Operating them raises the red curtains. Max backtracks to the stage.
He can try playing on a drum kit, but his next goal is going backstage,
ascending a long staircase and going through a door at the end of the rafters.
Max enters a room where red curtains cover the walls and an additional
pentagram symbol is on the center of the floor.]

MAX'S VOICE: The backstage area led to Lupino's inner sanctum. This was the
rotten core of the big apple. Lupino lurked somewhere ahead, like a spider in
his web.

[Max can look at another red book on a desk.]

MAX'S VOICE: Jack Lupino was crazy all right. He was after that old Faustian
deal - your soul for power and fortune, just sign on the dotted line with your
blood. The table was scattered with notes of demented arcane nonsense written
in rusty blood, a mishmash list of demons, devils and dark gods evoked.

[Max can also discover a torn up paper on a sofa.]

MAX'S VOICE: Punchinello had threatened Lupino in writing. The note had been
torn to pieces, bloody fingerprints all over them.

PUNCHINELLO'S VOICE: ...Don't want to think that one of my boys is not playing
with a full deck. Shape up Jack, we are running a business here. I'd hate to
send the Trio to strong-arm you...

MAX'S VOICE: The Trio were the don's notorious henchmen, but it was obvious
that Lupino hadn't been intimidated by the threat.

[Max walks into a corridor and hears Jack Lupino from the next room.]

LUPINO: The flesh of fallen angels! Come to me all! Astaroth, Beelzebub,

Asmodeus, Baphomet, Lucifer, Loki, Satan, Cthulhu, Lilith, Hela! Blood to you
all! Secrets, living under the skin of reality, I've seen it, the corruption of
flesh! Wooooooooo! I am the wolf! I'm the wolf!

MAX'S VOICE: I was pretty sure I'd have to knock Jack off my Christmas card
list. He'd probably eat the envelope.

[Max steps into a large room with a long red carpet stretching across to a set
of steps and red curtains. Another pentagram design is on the end of the
carpet. As Max walks farther in, the curtains rise to reveal Jack Lupino and
three of his bodyguards.]

------------------------------------------------------------------------------

Graphic Novel

[Lupino pauses, his head lowered.]

MAX'S VOICE: I had known there'd have to be a catch in it somewhere, and this
one was the Empire State Building of catches. Lupino was pumped up and dying to
go 15 rounds with a mutant alligator. And then he started this spooky monkey
talk. Straight from a bad dream... mine.

[Lupino looks up.]

LUPINO: I have tasted the flesh of fallen angels.

[Lupino grins.]

LUPINO: I've tasted the Devil's green blood. It runs in my veins. I have seen
beyond the world of skin, the architecture of blood and bone marrow. Death is
coming...

[Lupino thrusts his arms out.]

LUPINO: She is coming, and hell follows with her! This is the twilight winter.
I am ready to be her son! Her time is now, and all who stand in her way must
die!

------------------------------------------------------------------------------

Game

[Max kills all four men.]

------------------------------------------------------------------------------

Graphic Novel

[Max keeps shooting his gun. BLAM! BLAM! BLAM! BLAM!]

MAX'S VOICE: When Lupino finally went down, I wanted to make real sure he'd
stay that way. V was a bad monster, turned them into freaking zombie demons
from outer space.

WOMAN: I think he's dead already.

MAX: Huh?

MAX'S VOICE: And that's when it happened--

[The woman walks up to Max. She's holding a gun.]

WOMAN: But dead or not, you've got the wrong guy.

MAX'S VOICE: In stepped this knockout femme fatale, holding a gun to my face. I
returned the favor.
==============================================================================

2 - Part II: A Cold Day in Hell

2.1 - Chapter One: Captain Baseball Bat Boy (CNBB)

Graphic Novel

[Max and the woman each have their guns pointed at the other's face.]

MAX: Lisa Punchinello?

MAX'S VOICE: Lisa Punchinello was the don's wife.

MONA: Mona Sax, Lisa's evil twin.

MAX: Your safety's off, evil twin. You might hurt someone with that gun of
yours.

MONA: Lisa's the damsel in distress, I'm the professional. I'd blow you away
without batting an eye.

MAX: Sure, and you can check out my credentials splattered all over this
joint.

MONA: Jack couldn't have framed you, not the state he was in. We're after the
same slimebag. Angelo Punchinello's the one who murdered your friend and framed
you with it.

MAX: You know this for a fact?

MONA: I've got my sources.

MAX: I don't have a clue these days, I just shoot them as they come. Who put a
contract on the archfiend?

MONA: This one's mine. I hate the guts of that sadistic wife-beater. Why not
pool our bullets for this one?

[They both smile.]

MAX: I thought you'd never ask. My finger was starting to twitch.

MONA: How do you like your whiskey?

[They lower their guns. Mona pours Max a drink.]

MAX: I'm easy, as long as you don't try to slip me a Mickey.

[They look at each other.]

MONA: You're a real angel, Max.

MAX'S VOICE: It was good stuff, tasted sweet as honey going down.

[Max clutches his head as he begins losing consciousness. A green swirl

forms.]

MONA: Nothing personal. Can't risk you going berserk and getting Lisa killed.
MAX: Uunhhh.

[Max falls down. He flashes back to his baby's upturned crib in a red haze.]

MAX'S VOICE: The nightmare was always the same. Violent shapes moving in
darkness, old and ugly. The killer's mad laughter was a riddle filled with
wicked innuendo. Somewhere, the baby was crying.

[Max recalls a black-and-white photograph of him and his wife. Flecks of blood
are spattered on the image.]

MAX'S VOICE: The Payne family. Happiness captured in a Polaroid moment.

[A closer view of Max's wife is shown. The blood droplets become more
numerous.]

MAX'S VOICE: I had thought it would last forever. Till death do us part. I
didn't want to think about it. As long as I didn't, it could never happen.

[There's now a copious amount of blood on the picture of Max's wife.]

MAX'S VOICE: But I had broken my own rule, the thought had already slipped in.
Fear was rusty needles poking at my brain. Cold and scaly, it slithered down my
chest.

[Max is back in his house, looking down at a diary on a desk.]

MAX'S VOICE: Michelle was working part-time in the District Attorney's office.
Her diary was open on today's entry, her handwriting all pretty curves.

MICHELLE'S VOICE: An Army dossier found its way to my desk yesterday. Valhalla?
Isn't that a Norse myth? Something about Vikings? I tried to tell Max about it
but he was busy, that cute frown on his brow. Guess it's nothing, just a mix-up
at the courier service.

MAX'S VOICE: From now on I would always find time for her. It was a hollow
promise. Too little, too late.

[Max gradually comes back to reality. A man holds a bloody baseball bat in
front of him.]

MAX'S VOICE: I woke up in a bad dream. My head felt two sizes too small for my
brain.

FRANKIE: Max Payne, I envy your name.

MAX'S VOICE: And the killer was smiling.

[Max sits in a chair.]

FRANKIE: Pleased to meet you. I'm Frankie The Bat Niagara.

MAX: Niagara as in you cry a lot?

MAX'S VOICE: He had a baseball bat, and I was tied to a chair. Pissing him off
was the smart thing to do.

[Frankie whacks Max's head with the bat three times. KRAKK! KRUNCH! KRAKK! Max
grunts. Frankie rests his bat against Max's face.]

FRANKIE: Nothin' wrong with a little laugh now and then. Take me for example. I
love to watch cartoons. Cartoon violence's a fascinatin' thing.

[Frankie mops sweat from his brow.]

FRANKIE: Let's take a break. I need to take a leak and maybe grab a cold one at
the bar. Don't worry, I'll be back to finish this off. An' then it's checkout
time.

[Max leans forward.]

MAX: You play, you pay, you bastard.

MAX'S VOICE: He swaggered out, and the door clanged shut behind him, locks
clicking into place.

[Max struggles against his restraints.]

MAX'S VOICE: Everyone makes mistakes. Mine hadn't been to crack jokes about the
goon with the bat, he'd have cracked my skull regardless. It hadn't even been
to trust a girl with a gun.

[Max makes progress with a KRAKK!]

MAX'S VOICE: I had blindly gone after the first bad guy on my hit list when I
should have been aiming further up the ladder, at the head of the Punchinello
family. I couldn't bring myself to be pissed at Mona. Guess I had a soft spot
for a pretty face.

[The chair snaps apart and Max ends up on the floor.]

MAX'S VOICE: But when somebody decides to play baseball with your head, you
tend to get sore.

------------------------------------------------------------------------------

Game

[Max is back in the hotel boiler room and stripped of his weapons. He grabs the
baseball bat that Frankie left next to the boiler.]

MAX'S VOICE: All I had was Niagara's bat, sticky with my own blood. Without a
gun, I would be no match for Frankie's men. I'd have to play hide-and-seek with
them.

[Max exits the boiler room and can start regaining guns and ammunition from
supply rooms and the bodies of fallen foes. He enters an elevator and goes up
to a level where they store boxes and meat. Max leaves the building and finds
his way back onto a quiet and icy street. He revisits the hotel lobby.]

------------------------------------------------------------------------------

Graphic Novel

[Max enters the front door and is greeted by police tape.]

MAX'S VOICE: The men in blue had come and gone. They had decorated the place
with chalk outlines and tied it together with yellow tape.

[Max rips the tape.]

MAX'S VOICE: The cops who had stayed behind were dead. Frankie, his boys, and I
had the place all for ourselves.

------------------------------------------------------------------------------

Game

[The lobby now has outlines of bodies drawn on the floor. Max goes toward a
door that had been closed the last time he was here. Behind the door, a mobster
is yakking on a payphone.]

MOBSTER: Just forget 'bout it! You shoulda heard her! She was a real scream
when the boys caught her tryin' to cap the don. Oh, that's friggin' bad ... To
the trio?

[Max eavesdrops.]

MAX'S VOICE: The mobster muscle on the phone was talking about Mona.
Punchinello's trio were nothing but bad news.

MOBSTER: That's even worse than what Frankie's doin' to that poor bastard
downstairs.

MAX'S VOICE: More evidence that Punchinello didn't like me much.

[Max returns to a familiar hotel corridor. He can listen to a news report on

the radio.]

REPORTER: The fact remains that all the victims so far identified in the Ragna
Rock shooting have been known criminals, many of whom had large doses of V in
their blood. Reliable sources say that Max Payne was also among those killed,
although no body has been recovered at this time.

MAX'S VOICE: Reliable sources. That meant somebody thought the Mafia had me,
and didn't want the cops snooping around anymore. Don Punchinello had the power
to be that reliable source, which was no news. But his news was old news.

[Max goes to the end of the corridor. He enters the bar where he first met Rico
Muerte.]

------------------------------------------------------------------------------

Graphic Novel

[Max grips the bloody baseball bat in his hands.]

MAX'S VOICE: The hotel bar was fast developing quite a history. True to his
words, Frankie was there, having a beer.

[Frankie is by the counter. He notices Max with the bat.]

FRANKIE: Jesus Christ! How the hell did ya get loose?

MAX: Got bored waiting. Thought - what the hell, we could just as well finish
this here.
------------------------------------------------------------------------------

Game

[Max kills Frankie and the other adversaries in the bar.]

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

2.2 - Chapter Two: Angel Of Death (ALDH)

Graphic Novel

[Vladimir beckons Max into the car.]

MAX'S VOICE: Vlad had seen my smoke signals. The Mercedes was revving to go,
almost drowning out the banshee wail of the sirens.

VLADIMIR: You coming?

[They get into the black car.]

VLADIMIR: We'll drop you off at the Punchinello manor.

MAX: Sounds good to me.

VLADIMIR: When this is over, look me up. I could use a professional like you.

MAX: I'll keep that in mind.

[Snowflakes drift around the Punchinello manor.]

MAX'S VOICE: The night groaned with cold. The garden lights flickered
nervously. In their light the falling snow was dead white before the darkness
ate it up.

[Max prepares for combat, as he looks around outside.]

MAX'S VOICE: I had heard the stories. The Trio were mad dogs. They'd have hung
the heads of their enemies over the manor gates if the capo had only let them.
Punchinello wanted Payne. He'd see the pain.

[Max finds an entry with a passage leading downstairs. At the bottom of the
steps are a couple of corpses.]

MAX'S VOICE: Someone had graciously left the backdoor open for me and killed
the guards. My money was on Mona.

[Max surveys his surroundings.]

MAX'S VOICE: I knew that the trio would be standing between me and Punchinello.
I had read their rap sheets, thick as phonebooks.

[Max closes a door with a KLIK!]

MAX'S VOICE: No one would be walking out of here alive.

------------------------------------------------------------------------------
Game

[Max thinks of his next targets for execution.]

MAX'S VOICE: Pilate Providence AKA The Big Brother. Joe Deadpan Salem. Vince
Mugnaio. No one would be walking out of here alive.

[Max can walk into a side room, and find a body with a note on a table.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks at the message nailed to the corpse. The only word written on the
note is SOON.]

MAX'S VOICE: Someone hadn't enjoyed the don's hospitality. Someone with a flair
for the dramatic, someone who had let herself out of a locked cell and past a
couple of armed guards.

[Max contemplates the situation.]

MAX'S VOICE: My thoughts were on Mona again. I could only hope she was a good
enough gambler to walk away while she was still winning. Before she'd run into
the Trio.

------------------------------------------------------------------------------

Game

[Max continues into the manor, encountering some resistance. Max goes into a
kitchen and a guard spots him.]

GUARD: Pilate, he's here!

[The guard runs away. Max can look at cards left on a table.]

------------------------------------------------------------------------------

Graphic Novel

[There are three tarot cards: The TOWER, DEATH and The DEVIL.]

MAX'S VOICE: The word on Lisa Punchinello was that she was a bit of a witch.
The tarot cards on the kitchen table fit the picture.

[Max picks up a card.]

MAX'S VOICE: They weren't my kind of cards, but I was willing to take a crack
at the hand Mrs. Punchinello had dealt. The first card was the tower. Maybe
that was supposed to be the manor. It got easy after that. The Devil was the
master of the house, and Death was me, coming for him.

------------------------------------------------------------------------------

Game

[Max goes through a door and murders Pilate.]

MAX'S VOICE: One down, two to go.

[Max continues his hunt. He discovers a piano, and he can play part of the Max
Payne theme on it. He moves through the manor, goes up a staircase in the
entrance hall and opens a door so he can eliminate his second target.]

MAX'S VOICE: Two down, one to go.

[Max returns to the hall and crosses to the opposite side to open the next
door. He pauses when he hears a voice talking.]

MOBSTER: This grenade will do for Max Payne.

[A grenade demolishes the door. Max keeps going in his pursuit of Vince. He
spots a woman lying in blood on top of a white bed. Max can examine the body.]

MAX'S VOICE: It was too late for her. I couldn't tell whether it was Mona or
her sister. The body was a mess. Seeing her lying there got me thinking about
another woman's body on another bed, got me thinking about a fallen cradle.

[In the adjoining room, a telephone rings. Max can answer it.]

WODEN: Max Payne?

MAX: Talk to me.

WODEN: This is Woden. You've got company. An armed helicopter just landed on
the manor grounds. You must hurry. *click*

MAX: The more the merrier.

[Max continues across a mezzanine and neutralizes his final target.]

MAX'S VOICE: Punchinello's Trio was done for. It was time to see the boss.

[Max goes through the next door.]

------------------------------------------------------------------------------

Graphic Novel

[Angelo Punchinello pleads on a phone as Max approaches with a gun.]

PUNCHINELLO: Outside my door... Hurry...

[Punchinello shuts his eyes.]

PUNCHINELLO: He's coming for me... You've gotta hurry... please!

MAX'S VOICE: I could hear Punchinello on the phone, begging for help.

[Max aims his gun.]

MAX'S VOICE: He should have been saying his goodbyes.

------------------------------------------------------------------------------

Game
[Another man bursts into the office and assassinates Punchinello before Max has
a chance. Max leaves. He is immediately surrounded by a half-dozen armed men
wearing suits. The men flank a woman with auburn hair.]

------------------------------------------------------------------------------

Graphic Novel

[Max puts his hands up. The woman approaches him.]

MAX'S VOICE: I could tell when I was outgunned. It was time to take another
beating. The mystery witch was a real barracuda, trouble on dagger-heels, a
smoking assault rifle in her hand, and an army of killer suits behind her.

[The woman smiles as she holds a gun.]

WOMAN: How sweet, I get to kill two birds with one stone.

[The woman gets out a syringe with green Valkyr.]

MAX'S VOICE: Sooner or later it was going to catch up with you.

[She comes close to Max with the syringe.]

WOMAN: Mr. Payne. It's time to show you the benefits of my brew. Be a good boy
now.

[Max glares as the woman injects the drug into him.]

MAX'S VOICE: You'd find that lady luck was really a hooker, and you were fresh
out of cash.

[Max yells and his heartbeat accelerates.]

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

3 - Part III: A Bit Closer to Heaven

3.1 - Chapter One: Cold Steel (COSL)

Graphic Novel

[The woman and her bodyguards observe Max on the floor.]

WOMAN: Gentlemen, we are done here. Take me to Cold Steel.

[They leave the manor. The green swirl begins forming again.]

MAX'S VOICE: She had just given me an O.D. of Valkyr. I could feel green fire
eating my brains. They turned to steam. They did a fade on me. I had never had
a chance.

[A green swirl surrounds Max.]

MAX'S VOICE: The witch had got me just as sure as if she'd put a gun to my head
and pulled the trigger.

[Max sees his dead wife in a green haze.]

MAX'S VOICE: The shadows rushed me, bruised mug-shot faces hungry for revenge.
They knew my weak spots and closed in for the kill. The floor turned into a
vortex of green blood. I fell.

VOICE: The flesh of fallen angels.

[Max flashes back to a sepia past. He hugs his wife.]

MICHELLE: Max, something happened at the office today. A strange memo,

something about Vikings.

[Behind Michelle, a distorted image of Max materializes.]

MAX: Honey, I've got to run. You can tell me all about it this evening.

MICHELLE: Have a nice day, darling.

MAX'S VOICE: The bullet holes were rubies on her chest, blood glowing on her
ivory skin. She was so beautiful. The killer was smiling.

KILLER: The flesh of fallen angels.

[Max's eyes open and close as he returns to reality.]

MAX'S VOICE: Slowly the green nightmare faded, leaving dark stains on my soul
that would never come off. I felt like flatlining. I was all shook up.

[Max finds himself curled up in the snow.]

MAX'S VOICE: I woke up in a cold sweat, sick and tired to the bone, lying in a
puddle of my own puke.

[Max queasily stumbles to his feet. He retches.]

MAX'S VOICE: The hag had said take me to Cold Steel before it had all gone
crazy. It was a clue. The only one I had.

[Later, Max views Cold Steel through the perpetual blizzard.]

MAX'S VOICE: It took me forever to crawl back to my feet and hit the road, but
when I did, I drove straight to Cold Steel foundry outside the city. There was
a whole lot of action around the place for a freezing winter night, trucks
coming and going, men running.

[Max mulls over his next move.]

MAX'S VOICE: I had the drop on the mystery witch, she thought I was dead. I was
on her blindside. I was going in...

------------------------------------------------------------------------------

Game

[Snowflakes float down onto the road to Cold Steel.]

MAX'S VOICE: The bad trip had put me in a crazy mood, adrenaline pumping
through my aching veins. A half-abandoned industrial area in the middle of
nowhere.
[A mercenary guards the building.]

MAX'S VOICE: The factory was a perfect front for any number of illegal
activities.

[Max finds a way onto a rooftop. He looks at a skylight.]

MAX'S VOICE: In the belly of the plant, molten metal boiled and bubbled, like a
witch's brew. Staggering on the mill roof in ice and snow and wild wind, I was
a ninja, my kung fu was strong. I wasn't kidding anybody. At best I was
Superman on Kryptonite about to fall through a skylight.

[Max shoots the glass windows and leaps through the hole he made. He lands in a
corridor with a laser tripwire. He exits onto a catwalk in a warehouse. From
here, he can either go downstairs or go into another room on the catwalk's
level. In that room, Max can listen to a radio.]

REPORTER: ...Life-threatening weather conditions and a record-breaking killer

storm; the worst in the city's history. Such a heavy snowfall that vehicles are
completely buried in snow.... The forecast shows that this severe weather is
expected to continue for at least another six hours..

MAX'S VOICE: Out in the night, snow fell like confetti over the devil's parade.
The storm was anything but over.

[Max continues exploring the steel mill labyrinth, encountering the occasional
enemy and trap. There's another room off to the side where Max can listen to a
handheld transceiver.]

MERCENARY'S VOICE: ...Perimeter breached. The facility has been compromised.

Initiate Operation Dead Eyes, repeat, Initiate Operation Dead Eyes.

MAX'S VOICE: The walky-talky military lingo could mean only one thing. They
were getting ready to destroy the evidence and vanish into the night. I was so
close. The hidden truths were just around the corner.

[Max moves on. There's another room where he can examine papers in a folder on
a desk.]

------------------------------------------------------------------------------

Graphic Novel

[Max starts flipping through the papers.]

MAX'S VOICE: The mercenaries were running a tight operation, paperwork and
all.

MERCENARY'S VOICE: 'Merchandise missing again. A chemist had tried to smuggle

it out for his own private party. Locked him up in cell B7 in D-6's old test
facility to wait for proper processing.'

MAX'S VOICE: I was close enough to hear the secrets just beyond the next
doorway.

------------------------------------------------------------------------------

Game
[Max persists in his quest in the mill, even dodging fire bursting out of
pipes. He can operate a terminal in one of the rooms he passes by.]

MAX'S VOICE: The monitor showed me the way. An elevator titled 'D-6' on one of
the screens. Somewhere onwards, in the core of the plant.

[Max subsequently views surveillance video of a mercenary standing watch

outside the elevator. The gate to the next room is not functioning, so Max
triggers a console so a crane on a rail rams into the gate. He eventually
locates and proceeds into the D-6 elevator.]

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

3.2 - Chapter Two: Deep Six (MDSX)

Game

[Max exits the elevator and ponders his new surroundings.]

MAX'S VOICE: There was an old army bunker under the steel mill.

[Before him, a door bears the sign 'Security Center.' Max unlocks the door and
steps inside. Inside the center, two men in suits converse with a mercenary.
They stand on a logo inscribed with the words 'Project Valhalla.']

MERCENARY: You can't do this! My men are still inside.

KILLER SUIT #1: Do you know why this is called Operation Dead Eyes?

[Killer Suit #2 executes the mercenary.]

KILLER SUIT #2: Let's do it.

[Killer Suit #2 activates a computer. The building rumbles and a red light
begins pulsing.]

COMPUTER: Attention all personnel. The self-destruction sequence has been

initiated. Evacuate the complex immediately. Repeat. The self-destruction
sequence has been initiated. Proceed to the nearest exit immediately.

[Max can take a closer look at the 'Project Valhalla' logo.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks down at the logo and the corpse resting on it.]

MAX'S VOICE: There was an old army bunker under the steel mill. I knew the
military plaque on the floor. I had seen a thousand variations of the insignia
on crumbling brick walls everywhere in the city, the sword replaced by a
syringe. Project Valhalla. V for Valkyr. V for Valhalla. All of a sudden it
read like a crackpot conspiracy theory.

------------------------------------------------------------------------------

Game

[A siren blares continuously. The door to 'Test Facilities' cannot be opened.

Max has to go into the 'Processing' room, where Valkyr-filled vats churn away.
Three mercenaries discuss the situation.]

MERCENARY #1: Bastards, they've sold us out. We're expendable.

MERCENARY #2: Let's get the hell out of here, the place's gonna blow!

[Their plans change when they see Max. After the fight, he continues going
through the bunker. He finds a door access terminal that requires a password.]

MAX'S VOICE: Like everything else in the Valkyr case, the door-code was a
mystery to me.

[Max enters a laboratory, but runs into another locked door.]

MAX'S VOICE: The security door stood closed to me, like the mysteries of this
case.

[Max jumps past spurts of flame. He can access a terminal left on that is next
to a recently deceased individual.]

MAX'S VOICE: The chemist had been using the workstation when he died. The
half-life of the lab rat had ended on line, his password blinking on the
screen. 668 the neighbor of the Beast.

[Max goes back to the door access terminal. His new knowledge allows him to
open up one of the 'Test Subject Cells' doors. He rides an elevator and heads
into a corridor lined with cell doors. Most of the cells are vacant, but an
occupant calls out from a locked cell.]

CHEMIST: Hey! Get me out of here! I'm innocent!

MAX: Relax, I'm here to get us both out of here.

[There's a keypad affixed to a nearby pillar. Max tries it and the door slides
open.]

CHEMIST: Thanks. Thought I was going to die in here for sure...

[The chemist dashes through the door leading to 'Block A.' Max follows him. The
chemist is shot dead by two mercenaries in the corridor. Max searches his
body.]

MAX'S VOICE: He had thought right, he'd died in here after all. I'd use his
death to save my life though. I took his keycard.

[Max utilizes the keycard to access a different elevator. This takes him to
'Block A.' He ventures into a third elevator, which loops him back to the area
with the door access terminal. He can now release the security door in the lab
with the chemist's card. Max goes through a few more rooms with traps. In one
room, there's a terminal tucked away in the corner that Max can check.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks at the terminal showing the 'Project Valhalla' logo.]

TERMINAL: Top secret. Project Valhalla. U.S. Army. Yggdrasil Network. Valhalla:
the otherworldly place in Norse mythology where the bravest heroes spent their
afterlife feasting and fighting forever, their wounds miraculously healed night
after night.

[The terminal displays text and graphics.]

TERMINAL: Valkyr: the maidens who chose the most courageous Viking warriors and
carried them to Valhalla. 1991. The research objective is to create a chemical
substance to enhance the stamina and morale of infantry troops.

[Max rests his hand on his chin.]

TERMINAL: 1995. Results unsatisfactory. Project cancelled.

MAX'S VOICE: Someone had decided to continue the sick experiment unauthorized.

[Max gazes at the terminal.]

MAX'S VOICE: Just when you thought you had reached the deepest depths of
horror, it suddenly got worse.

[The terminal keeps showing text and graphics.]

MAX'S VOICE: How to turn off that small voice inside your head that started to
whisper that you should be glad, that now, if not before, your revenge was
justifiable on any conceivable moral scale?

[The terminal illuminates Max's face.]

MAX'S VOICE: That small voice proved, beyond any doubt, that I was damned.

------------------------------------------------------------------------------

Game

[Max leaves the terminal and takes another elevator. He finds another dead man
in a lab coat. Max searches him.]

MAX'S VOICE: I took his keycard.

[Fires rage and the shaking continues as Max seeks a way out of this labyrinth.
He gets into an elevator and he is rewarded with an exit to the outside world.
He escapes in Bullet Time, as the building explodes behind him.]

------------------------------------------------------------------------------

Graphic Novel

[Max puts up his arms to shield himself from the conflagration.]

MAX'S VOICE: You piece together a jigsaw and the final picture is you finishing
that same puzzle. A mad, green-eyed killer standing behind you. An urban legend
come true.

[Max looks away from the blaze.]

MAX'S VOICE: The Project Valhalla test-subjects had been the mad junkies who
had murdered my loved ones. The rest was simple bodycount math. It all pointed
to her: Ms. Valkyr. The factory went up in a fiery inferno behind me. All my
leads were dead, turned to smoke and dust. I had lost my way. I hadn't slept in
a million years.

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

3.3 - Chapter Three: Power Games (PRGS)

Graphic Novel

[Max arrives at the Asgard Building, as snow whips around at night.]

MAX'S VOICE: Woden was waiting for me on the steps of the old building.

[Max meets Alfred Woden in the flesh.]

WODEN: Mr. Payne. Let's go inside. The others are anxious to begin.

MAX: The others?

[The two walk through an empty corridor.]

WODEN: Despite the general misconception, this building actually predates the
City Hall by two years, thus being the oldest municipal building still in use
here at the foot of the Brooklyn Bridge.

MAX: No kidding.

MAX'S VOICE: The old man played tour guide as he led me through a dark, domed
hall. The answers I was after loomed large ahead.

[Woden gestures Max toward a meeting of people.]

WODEN: Mr. Payne, I would like to introduce you to my colleagues in what we

call the Inner Circle.

[Max looks askance at Woden.]

MAX: You've been watching too much X-Files.

WODEN: You have seen the files on Project Valhalla. We can fill the gaps,
provide you with the information missing from those files.

[Woden adjusts his glasses. One lens is clear, the other is dark.]

WODEN: We were all involved in the early stages of the project during the Gulf
War.

MAX: What's the catch?

WODEN: We would very much like to blow this thing wide open but our hands are
tied.

[The woman with auburn hair looms over New York. She wields a syringe.]

WODEN: Her name is Nicole Horne. She was the key figure in Project Valhalla.
When the funding was discontinued, she simply refused to quit. She knew exactly
what she had in her hands. Nicole Horne is the president of Aesir Corporation.
She has more than half the city in her pocket.
[Woden looks at Max.]

WODEN: This must be kept under wraps. If you try to go public with this, we
will deny any knowledge. We need you to take her out. Afterwards we can protect
you, make all the charges go away.

[Two killer suits invade the building.]

MAX'S VOICE: That was the cue for the killer suits to kick in the doors and
swarm inside. It was an impressive floor show, but I decided to leave early
anyway. It was only a one story fall- lucky me.

------------------------------------------------------------------------------

Game

[Max lands in a courtyard coated with snow. On the other side of the courtyard
is a cellar door ajar. This leads Max to go downstairs to a basement and battle
hostile mercenaries. Max then finds his way back into the building proper and
steps into a room with several surveillance monitors. He can examine one
screen.]

MAX'S VOICE: One of the monitors showed what was left of the Inner Circle. On
screen the so-called corpse of Alfred Woden stood up, miraculously waking from
his dirt nap, looking smug among his dead pals. In the land of the blind the
one-eyed man is king. I didn't know how he'd pulled it off, but it was a pretty
slick way to get out of all his promises. Most of what he had said fit too well
to be a load of crap.

[Max continues his journey through the building. In another room, he finds a
videotape left behind on a computer desk.]

MAX'S VOICE: A video tape lay on the desk along with a letter. Nicole Horne had
blackmailed the Inner Circle into silence. I remembered Candy Dawn, taping her
clients in action on the side. I took the tape. I had a feeling that, when this
was over, any collateral would come in handy.

[Max snatches the videotape. In the next room, he can check the desk for
blueprints.]

MAX'S VOICE: Woden had left me a present. Woden had taken care of my mission
preps with military precision. The critical areas in the Aesir Corporation
headquarters blueprints were circled in red. The president's office was at the
top of the building, right below her penthouse suite. The elevators were
controlled by a security computer, part of the main frame located underground
below the building.

[Max leaves the office and enters the spacious entrance hall containing several
white pillars. Three Killer Suits spot Max and rush into position.]

KILLER SUIT: There's Payne, kill the bastard!

[They begin blasting away at the fugitive. Max goes through another corridor,
and then he's back in the Inner Circle's meeting room. Amid the massacre, two
Killer Suits chat as they look out the shattered window that Max used to
escape.]

KILLER SUIT #1: CIA, FBI you've seen one you've seen em all. Sure, good for a
practice run but this, workin' for her, this is the real thing.
KILLER SUIT #2: The money's astronomical, and best of all you get to kill any
scum bag that gets in your way. Licence to kill! Like James Bond!

[Max acquires keys from the conference table. This allows him to depart the
Asgard Building.]

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

3.4 - Chapter Four: Nothing To Lose (NGLE)

Graphic Novel

[The blizzard batters a bridge and a building.]

MAX'S VOICE: I took my time, cruising around the city in the snow. There was no
hurry, I knew what I had to do now. I took my time, thinking about it, building
up the rage. When I was ready, I parked the stolen wheels at the front entrance
of the Aesir Corporation headquarters. Got out, got in, got cracking. I had a
bullet with Nicole Horne's name on it. I had ten thousand bullets with the
hag's name on them. She had ultra-high-tech security systems, enough
mercenaries and weaponry to start World War III. There was no fear.

[Max views the lobby for the Aesir Corporation headquarters.]

MAX'S VOICE: New York disappeared behind a veil of snow. I had crossed the
threshold. This was her domain: sleek and sexy and soulless, all glass and
steel. A place of color-coded security key cards, metal detectors and
surveillance systems. Colder than a walk-in fridge, cold as a gun.

------------------------------------------------------------------------------

Game

[Max goes through the lobby metal detectors and an alarm goes off.]

MAX'S VOICE: The elevator doors were sealed, I'd have to override the security
lockdown to reach the mainframe.

[Mercenaries rush into the reception area to kill Max. Max opens a sliding door
to enter a room with machines. He activates one of them.]

MAX'S VOICE: The switch lifted level 1 security. I could reach the mainframe.
From there I'd be able to override the other locks and get to her office.

[Max returns to the three elevators. The rightmost elevator has switched its
lights from red to green. He boards it and rides up to another level. Inside a
room, he finds a master control for elevator access. A large screen shows the
different levels in the building in descending order: Penthouse, Security,
Presidential Office, Office Floors, Lobby, Main Frame. Max disables the
controls, which gives the large screen a blue hue. Another elevator can now be
used.]

MAX'S VOICE: All Horne's locks were now off-line. All bets were off. The
elevator would take me all the way up.

[Max returns to the lobby and summons the newly activated elevator. The doors
glide open with someone already inside.]
------------------------------------------------------------------------------

Graphic Novel

[Max waits for the elevator. It arrives with a PING! A smiling Mona Sax comes
out of the elevator. She levels her gun at Max's head.]

MAX: Mona. Looking good.

MONA: Max, we gotta stop meeting like this.

[Nicole Horne's voice comes in over an intercom. Max grimaces.]

HORNE: It will be a cold day in hell before I'll let a narc cop stop me. Ms.
Sax, do your job.

[Max and Mona keep aiming their guns at each other, but neither of them pull
the trigger. They both smile.]

MONA: Relax, Max. You're a nice guy, I don't kill nice guys.

MAX: You're not bad yourself.

[Mona points the gun away from Max.]

MONA: It was different when Horne wanted Punchinello dead, to cut her ties to
the Mafia. He deserved to die.

MAX: The same goes with her, she's the bad guy here.

MAX'S VOICE: Her sister was whispering to her in my favor. I knew the appetites
of ghosts intimately. They hungered for revenge.

[Mona pushes Max down and shoots her gun as someone shoots back. BLAM! BLAM!]

MONA: Max!

[Mona's hit. She crumples back into the open elevator. PING! The doors start to
shut.]

MAX: No!

MAX'S VOICE: A gunshot boomed and she fell down in slow-motion.

[Max looks back at her.]

MAX'S VOICE: She was a nice girl, not really a stone-cold killer, and now she
was stone-cold dead. Like religious fanatics or loyal samurai Horne's private
army was coming at me.

[The elevator doors open again and Mona is missing.]

MAX'S VOICE: When the elevator came back down, Mona was gone. There was a lot
of blood, but no body.

[Max looks at the elevator controls.]

MAX'S VOICE: Something clicked for the final time.

[Max is filled with determination.]

MAX'S VOICE: My mind had never been so clear, as if somewhere high above the
storm clouds were already gone, cold stars blazing from the black skies.

------------------------------------------------------------------------------

Game

[Max goes into the bloody elevator. His elevator lets him off near the
presidential office. Nicole Horne sees him approaching and flees. Max can
examine her personal computer.]

------------------------------------------------------------------------------

Graphic Novel

[Max looks at Horne's desk, chair and computer.]

MAX'S VOICE: Next to the printer was a neat stack of expensive paper.

[Max keeps his gun ready as he studies the computer.]

MAX'S VOICE: Hacking through Horne's computer would have unearthed files of
criminal plans, strategies for world domination, spy helicopter reports,
illegal wire tap recordings, internet porno, all of the above, take your pick,
I really didn't care anymore.

[Max shoots a gun at the computer monitor. BLAM!]

MAX'S VOICE: I had seen too much of it already.

------------------------------------------------------------------------------

Game

[Max walks into a corridor leading to an elevator. Two Killer Suits guard the
elevator.]

KILLER SUIT #1: I hate to be stereotyped. I'm not a cold-blooded killer. I'm a
nice guy! I love my wife, I have two boys I'm very proud of. You just got to
make the ends meet, right?

KILLER SUIT #2: Yeah man, I hear yah, I hear yah.

KILLER SUIT #1: It's Payne! Kill the bastard! Kill the bastard!

[Max enters the elevator. He gets off on the penthouse floor. Two Killer Suits
guard Horne near an abstract sculpture.]

HORNE: It's Payne! Kill the bastard! Kill the bastard!

[Horne runs away and Max subdues a few waves of Killer Suits. His hunt for
Horne leads him to the outside of the penthouse and moving along a thin ledge.
He goes up a winding set of stairs and eventually walks into a room with a big
map of the world plastered on one wall.]

------------------------------------------------------------------------------
Graphic Novel

[Max prepares one of his guns with a KLIK!]

MAX'S VOICE: Valkyr had been meant to be a white-winged maiden that would lift
you to a warrior's heaven.

[Max thinks of a picture of him and his wife. Now there's a KLAK!]

MAX'S VOICE: But it had turned out to be a one-way demon ride to hell. The
devil was in the drug. I knew. I had met him.

[He loads a shotgun with a KLIK!]

MAX'S VOICE: And now I was going to kill her. The queen of the underworld who
had tried to lift herself a bit closer to heaven with her drug money.

[Horne senses Max coming closer from behind her.]

MAX'S VOICE: No begging, no bribes, she knew better - honor among killers, 'we
who are about to die'. Both of us knew how this would end. In pain and
suffering.

HORNE: All this, because your wife stuck her nose into things that were none of
her business.

MAX'S VOICE: The cops were coming to take me away. The sirens were like a bad
conscience I couldn't shake.

HORNE: It's ridiculous you have made it this far. You won't be alive when they
get here.

------------------------------------------------------------------------------

Game

[Horne leaves again. Max checks a computer in the room to open a hidden door.
He goes through the door and sees Horne standing at the top of the stairs. She
spots Max and dashes through a door.]

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

3.5 - Chapter Five: Pain And Suffering (PNSG)

Game

[Horne emerges onto the roof. She races to the helicopter pad and gets into a
idling chopper.]

PILOT: She's on board. We're outta here, as soon as the wind dies down. Don't
like the look of that mast.

[Max walks onto the roof.]

MAX'S VOICE: I couldn't get to Horne. But the radio-mast was begging to go, the
support chains were about to give.

[One of the support chains is shown.]

MAX'S VOICE: The cables were too thick for bullets. I'd have to find their weak
spot to cut them.

[Back to Horne's helicopter.]

PILOT: Liftoff in 1 minute.

[Max has to lob grenades onto the four chains. The pilot gives a countdown if a
chain remains intact.]

PILOT: Liftoff in 45 seconds.

PILOT: 30 seconds to liftoff.

PILOT: 15 seconds to liftoff.

PILOT: OK, ready to liftoff in five. Four. Three. Two. One.

[Max breaks all four cables. His actions allow the radio-mast to fall down and
smash Horne's helicopter, causing it to explode. The helicopter tumbles down
the side of the Aesir Corporation headquarters.]

------------------------------------------------------------------------------

Graphic Novel

[Max Payne stares as a blizzard dissipates.]

MAX'S VOICE: And then it was all over. The storm seemed to lose its frenzy. The
ragged clouds gave way to the stars above.

[A police helicopter shines a light on Max.]

JIM: Max Payne, this is Deputy Chief Jim Bravura from the NYPD. We've got the
building surrounded. Throw down your weapons and lie down with your hands
behind your head.

[Max peers into the light.]

MAX'S VOICE: A bit closer to heaven.

[Max puts his hands up as the cops surround him.]

MAX'S VOICE: The cops' voices were distant and muted.

POLICEMAN #1: Freeze!

POLICEMAN #2: NYPD!

POLICEMAN #3: Hold it right there!

MAX'S VOICE: My ghosts released me from their haunting. Down below, New York
City glittered like diamonds on black velvet.

[Max is taken down to the street to be put into a police car. Jim Bravura looks
at him. Alfred Woden watches from within a crowd.]

JIM: You gave us one hell of a ride. Take him down to central booking.
POLICEMAN #3: You heard the man.

MAX'S VOICE: Woden was there, in the crowd, standing by the sidelines. It
wouldn't be over till the man with the patch would say so. He'd say the right
words. I knew he would. He'd better. Woden grinned smugly, it was the grin of a
winner.

[Max sits in the backseat.]

MAX'S VOICE: That made two of us.

------------------------------------------------------------------------------

Well Done! You Have Completed Max Payne

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