Max Payne 3 Walkthrough

Table of Contents

Chapter 2: Nothing but the Second Best

    1. The chapter starts as you escort Fabiana, her sister, Giovanna, and Branco’s brother, Marcelo, to a club, by way of helicopter. As the family has fun, Max drinks by the bar. Eventually, another attempt to take Fabiana occurs.
    2. As chaos breaks loose again, Max grabs an enemy by the collar and pushes him out of the window to the dance floor. Time will slow down here. Take out the enemies on the stairs that lead to the entrance of the club.
    3. As you head up to follow Fabiana, the double doors that lead outside are chained shut. Max knows that the guy who is heading the attack will have his men flank Max on the dance floor. Use bullet time here to take out the enemies. When you head up the stairs, back to the bar, take out the rest.
    4. Head up the stairs to the balcony, where more enemies will be waiting for you. Take cover by the couches and put a bullet in each of them. Leave the balcony by going back inside. You’ll see people trying to escape as you get a call from your partner.
    5. As you enter the next dance floor, more enemies will be up ahead. One will be by the DJ booth. Take cover here and shoot the enemies to build up your bullet time, then unleash it when you’re ready. There are a lot of enemies here, so take your time to weed them out.
    6. You’ll enter a room with bathroom stalls. The middle one is green. Get close and talk to the ex-cop. As you exit, take the next clue, the torn piece of fabric. It has to be Fabiana’s.
    7. Make your way through the kitchen locker room, then into the kitchen itself. Take out the enemies as they are talking. Before you leave the room, read the newspaper on the counter, then head into the next room with an Asian influence. You’ll see Fabiana ahead.
    8. The room is circular, so you can dish out some bullets as you run and shoot dodge. Don’t forget to take out the guy in the middle. As you exit the restaurant, you’ll see an elevator going up with Fabiana.

  1. In order to get to the roof quickly, Max decides to jump to a nearby window washer’s platform and ride it up. Unfortunately, the wire buckles and falls to the ground. As Max makes his way up, escaping death, a lone enemy appears. Max jumps to the yellow helicopter where his partner and Branco’s brother are.
  2. As the helicopter circles around, you’ll see the bad guys take Fabiana inside a helicopter. Max will then be equipped with a rifle that has a laser sight. Take out the guys on the helipad. Fabiana’s sister will escape. From here, you’ll need to protect her as she runs along the rooftop. You’ll loop around various rooftops as well as a huge, red, neon sign.
  3. Take aim especially of the enemies that get close to her. Eventually, she’ll escape and head inside the building. As the helicopter circles around again to the helipad, the enemies will come equipped with rocket launchers. As each rocket approaches, time will slow down, giving you a chance to shoot the rocket. This will happen twice.
  4. Once the enemies are dead on the rooftop, Max will fall on the helipad. Follow the path Fabiana’s sister took. As you head down the stairs, take the painkillers in the cabinet, then head into the room for a gold gun part. Head out of the room, then kill the enemies on the rooftop, then head for the huge neon sign as you make your way across the metal scaffolding. Before you head to where Giovanna went, grab a golden gun part on the far end of the scaffolding as well.
  5. Head up the stairs when you’re done, then take out the guys right before the door Giovanna entered. Head down the stairwell to find her necklace. As you follow the staircase, you’ll reach a courtyard. Giovanna will be hiding close by. She’ll run out as the helicopter arrives. It’s time for the next move.

Return to the Main Walkthrough Page

Join the Conversation   

* required field

By submitting a comment here you grant GameFront a perpetual license to reproduce your words and name/web site in attribution. Inappropriate or irrelevant comments will be removed at an admin's discretion.

3 Comments on Max Payne 3 Walkthrough


On June 25, 2012 at 12:07 pm

you missed the ammo crate in the fenced in room at the start of the level. same room with the pain killers.


On September 3, 2013 at 9:20 pm

I am trying to move the cabinet in chapter 6 by pressing y button.It is not moving.Please help.