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Max Payne 3 Walkthrough Part 2: Nothing But The Second Best

After saving Fabiana’s life once, you’ll be at it again in this next mission. Fabiana and Marcello are going out for a night on the town along with Fabiana’s sister and Passos. Of course this is Max Payne, so what begins as a relaxing night at the club will quickly go south. I’ll spare you the plot details, but when events naturally take a turn for the worse, Max will begin the battle by taking an enemy through a second story window. The game will enter Bullet Time as you fall. Aim carefully, going for the heads of each of the enemies on the stairs. If you’re good enough, you can kill every single one of them before you hit the ground and leave Bullet Time.

 

After the enemies are taken care of, get off of the floor and run up the stairs to the right. Head all the way to the top to reach the door into the next area of the club. Along the way, restock on ammo and pick up any weapons you might want. When you reach the door, Max will find them chained shut. He will assume that enemies will try to flank him, and he’ll be right. Look by the winding stairs and the penthouse to find the first group of enemies. Head upstairs to find the remaining enemies and kill them.

 

Once all of the enemies are dead, head up to the VIP lounge if you’re not there already. If you haven’t killed him yet, you will find a lone enemy waiting by the stairs leading up to the next area. Examine the flyer for the club on the bar to find another clue and get some monologue from Max. You can also find the barkeep behind the bar, although he won’t say anything. Examine Claudio’s body by the shattered windows to find another clue. When you’re done, head upstairs. As you run through the double doors at the top of the stairs, you will face several more enemies. Shoot them, taking cover behind the couches. After the first two enemies die, two more will rush in to die. Take them out and run up the stairs to the left and through the door.

 

You will encounter a bunch of panicked civilians on the other side. Max will radio Passos and ask him to come with the helicopter for reinforcements. Afterwards, he will find the club owner and escort him away as more enemies rush in. Shoot the first foe who runs in and dive around the corner to take out the bad guy behind the purple bar. More enemies will come in from the sides, Use the bar tables for cover as you dive and shoot around the arena. As you near the back of the area, more enemies will come in through the door on the left, and another enemy will emerge from behind the bar in the very back of the room. When they are all done with, head through the double doors and examine the torn fabric on the table to get another clue.

 

After examining the clue, open up the green-tinted door to find a retired cop hiding in the bathroom. This will be the first of the tourists in the game. After an… interesting conversation, Max will leave the man to his cowering in the toilet stall and head out to save Fabiana. Head through the black double doors to reach a storage room of sorts. Head through the door with the window to reach the kitchen, where two enemies will be arguing. Dive into the room and shoot them both. More bad guys will rush in as you down the first two, although there will only be two more so it shouldn’t be too hard to take them down as well. When the enemies are dead, examine the newspaper on the counter to the right to find another clue.

 

Leave the room through the double doors to trigger a cutscene. You will see Fabiana, but she will still be in the hands of the armed thugs. You will now have to fight your way through the oriental-themed bar room, starting with the enemy in the circular center of the area. Take cover on the wooden wall and blind fire over to take him out without getting hurt yourself. After he’s down, quickly look to your right to find an enemy trying to flank you. Take him out and look across the room to find a few more enemies. You will have to watch your sides, as each time you turn, enemies will try to flank using the room’s circular layout.

 

When the enemies are taken care of, scavenge ammo and weapons from their bodies and leave through the door with the big red circle on it. You’ll be just in time to see the thugs carting Fabiana off to the room via an elevator. Max will leap out onto the ledge to help her, climbing the scaffolding for help. An enemy helicopter will begin shooting at him, but Passos will even the odds by bringing in your chopper. Max will jump over to the helicopter and Passos will drag him inside. Marcello will be safe and sound inside of the helicopter, but Fabiana and her sister are still in the hands of the enemies. Fabiana will be spirited away in an enemy helicopter, while her sister Giovanna will run away. Max will pick up a rifle from the helicopter and snipe the enemies on the roof.

 

This sniping section shouldn’t be hard at all if you have any form of lock-on enabled. Simply squeeze the trigger to lock on to an enemy, and then squeeze again to cycle to the next one. Repeat this process until all of the soldiers on the roof are dead, and Passos will sweep you around the building. Giovanna will run back into view, pursued by a small army of enemies. Repeat the same process of pulling the trigger and putting the enemies down while Giovanna hides on the roof. If you allow the thugs to get to her, they will kill her, giving you a Game Over in the process. Whatever you do, don’t let that happen.

 

After defending Giovanna in this section, she will run to another part of the roof in a cutscene. Keep tracking her. When she runs up to the door, an enemy will burst out. Shoot him quickly. She will run onto the catwalks in front of the club’s neon sign. Numerous enemies will run out and give chase. Keep sniping them in quick succession to ensure Giovanna’s safety. She will run behind the sign and Passos will have to pull some helicopter acrobatics to keep up. Swing around the other side of the roof an protect her with the sniper rifle again. Most of the enemies will come from the lower center of the area. When the first wave of enemies is dead, look to the door where Giovanna is trying to escape. An enemy will burst out. Shoot him and Passos will fly to the helipad.

 

Unfortunately, the enemies saw this tactic coming and have prepared a little surprise for you. A group of them will await you at the helipad, one of whom will be armed with an RPG. He will fire the rocket at Passos and your helicopter as soon as you come into view. As he dodges the rocket, Passos will accidentally send Max falling out of the helicopter. You will regain control of Max as soon as the enemy fires his second grenade at you. Bullet Time will activate automatically and you will have to shoot down the projectile before it connects with the helicopter. Auto-aim should help out a lot here. Simply pull the triggers and the grenade will detonate in midair.

 

Now you will have to deal with the enemies on the roof. The guy with the RPG should be your first priority, as he is the most dangerous. Take out the rest while Bullet Time is still active. When you do, a second enemy with an RPG will rush out and fire another at you. Shoot this one down just like the last and take him out. Passos will fly off to scout the area while Max heads back inside. From the helipad, run down the stairs, remembering to loot enemies for any ammo they may have dropped. Take the Painkillers from the cabinet at the bottom of the stairs and round the corner. You will be met by a single enemy at the base of the stairs. Shoot him and dive forward as more enemies emerge from the rooftop cooling units. Watch your left, as there may be an enemy hiding in the corner.

 

After you’ve taken out most of the enemies, draw the rest out from behind the rooftop units and finish them off with gunfire or melee attacks. A few more enemies will run out to fight you from the back of the area, by the neon sign that you flew past before. You will have to retrace Giovanna’s steps, running out onto the catwalks in front of the sign. As you do, an enemy will get in your face. Take him out and take cover behind the sign as a large wave of enemies spawns on the other side. From your cover behind the sign, pop out and shoot the thugs before they can get a bead on you. Watch out, as they can shoot out the red parts of the sign’s face, and some of them will attempt to rush in for close attacks. You’ll know that you have finally taken out the last of them when the game enters its cinematic bullet tracking camera.

 

Proceed up the stairs to the right and another wave of enemies will emerge from the door around the back left-hand corner. Shoot them and loot their bodies to restock on ammo, which may be running a bit low at this point. Take cover on the wall’s corner. Enemies will attack from the left and the right ahead, taking cover behind both corners. Dive out from cover and shoot them in Bullet Time to get accurate headshots. The enemy on the left will have been equipped with a shotgun, so equip it if you like. Just remember that if you decide to dual-wield weapons, you will drop your heavy gun.

 

Proceed forward to find and kill the last enemy in the area, and head up the small staircase to the left to reach the door where you saw Giovanna flee earlier. It will lead to a stairwell. Follow the stairwell down, stopping to examine Giovanna’s necklace along the way. When you reach the door at the bottom of the stairs, a cutscene will trigger. Max will find Giovanna and reunite with Passos and Marcello. Her sister Fabiana, however, is still nowhere to be found. For now, it looks like she is effectively in the custody of the thugs. Passos had abandoned finding her in hopes of getting to Giovanna, who he clearly has some sort of affection for. This will lead to another cutscene of Max heading home to drink, a sure sign that you have completed this level and are ready for to tackle the next one.