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Playlist (including ecery mission):    • Max Payne 2: The Fall of Max Payne  

Max Payne 2: The Fall of Max Payne is a third-person shooter video game developed by Remedy Entertainment and published by Rockstar Games in October 2003. It is the sequel to Max Payne (2001) and the second game in the Max Payne series. Max Payne 2 continues the story of the titular character, a detective for the New York City Police Department (NYPD) and former vigilante, as he is reunited with contract killer Mona Sax and must work with her to resolve a conspiracy full of death and betrayal.

Max Payne 2 received highly positive reviews from critics, with praise focused on its action and story, while criticism targeted its short length. Despite the positive reception, the game sold poorly, leading Rockstar Games' parent company Take-Two Interactive to cite Max Payne 2's sales as a cause for the company's reforecast finances of 2004. Max Payne 2 received several industry awards, including Outstanding Art Direction at the Golden Satellite Awards 2004, and Editors' Choice Awards from GamePro, IGN, and GameSpy. A sequel, Max Payne 3, was released in 2012.

Max Payne 2 is a third-person shooter, in which the player assumes the role of Max Payne, and plays as Mona Sax in a few levels. Initially, the player's weapon is a 9mm pistol. As they progress, players access weapons including other handguns, shotguns, submachine guns, assault rifles, sniper rifles, and hand-thrown weapons. To move the game along, the player is told what the next objective is through Max's internal monologue, in which Max iterates what his next steps should be.

When first played, the game offers one difficulty level that is adjusted automatically if the game is too difficult for the player. For example, if the player's character dies too many times, the enemies' artificial intelligence is made less effective, while more health in the form of painkillers is made available. After completing the game once, other difficulty levels are unlocked. Two special game modes are also activated: New York Minute and Dead Man Walking. In New York Minute, the player is given a score based on the time taken to complete each level. The Dead Man Walking mode places Max in one of five scenarios, in which he must survive for as long as possible while fighting off endlessly respawning enemies.

Max Payne 2 allows the player to enable bullet time, a mode that slows time, while still allowing the player to aim in real-time, to give the player more time to determine what they want to do. In this mode, the screen's color changes to a sepia tone to act as a visual cue. When in use, the bullet time meter will decrease until it is either empty or the player disables bullet time mode. The meter will eventually increase when not in use, and can be replenished quickly by killing enemies. To simulate the bullet time effect, Max can also execute a shoot-dodge maneuver. When the maneuver is performed, Max jumps in a direction specified by the player, and although bullet time is activated while Max is in mid-air, this will not deplete the bullet time meter. The combat system has been improved for Max Payne 2; the player can arm Max with a secondary weapon such as a grenade or Molotov cocktail, and when near an enemy, Max can pistol whip them. AI companions can occasionally come to Max's aid, although their deaths do not affect the gameplay or story.