For those of you gearing up to play Rockstar’s upcoming crime thriller Max Payne 3, we’ve prepared this primer on the plots of the first two games and a look into what's coming up in the third. Whether you’re new to the series or a veteran looking for a refresher, this is everything you need to know about the sordid saga that brought Max Payne to the streets of Brazil.

Max Payne (2001)

Developer: Remedy

Publisher: Gathering of Developers, Rockstar Games

We’ve grown accustomed to more adult tales in video games – even ones that delve into moral ambiguity and tragedy – but it’s important to note how different the original Max Payne was in tone from the action games and shooters of its day. While the long-in-development title received attention for its groundbreaking “Bullet Time” slow-motion mechanics, the game also delivered an emotional film-noir tale of betrayal – in many ways setting the stage for Team Bondi and Rockstar’s later L.A. Noire.

The story was told in a unique way. Perhaps due to technical constraints, developer Remedy (later known for the Alan Wake series) eschewed conventional pre-rendered cutscenes in favor of graphic novel style storyboard vignettes to deliver the story, written by Alan Wake scribe Sam Lake. This low-tech approach, coupled with amazing artwork and actor James McCaffrey’s indelible noir-style voiceover, created a narrative with a remarkable impact. Max Payne is nearly bursting with (sometimes improbable) plot twists, double-crosses, and convoluted plotlines, so take a deep breath before you read this. It wasn’t easy to summarize.

The game borrows the common cinematic technique of beginning right before the end of the story, and then flashing back to the events led our hero to the top of a New York City building in 2001.

After this ambiguous opening, the game skips back to 1998. Here, we witness the tragic event that would color the rest of Max Payne’s life. In horror, we see a gang of thugs (high on the new designer drug Valkyr) murder Max’s wife and daughter. This troubling sequence clearly establishes the series’ mournful, noir tone.

The story then picks back up in 2001. Max has left the NYPD for a post in the DEA. He’s on the trail of the drug Valkyr – specifically the Punchinello crime family, which is trafficking the substance in New York. He gets an urgent call from his fellow agent Alex Balder, who wants meet. When he arrives, there’s a shootout with the Punchinello underboss Jack Lupino and his goons. Unfortunately, Balder is killed and Max is now a suspect in the murder. To boot, Payne was working undercover in the Punchinello family, and his cover is now blown.

Max then sets on a mission to both take down Lupino and clear his name. While he eventually finds Lupino and executes him, he ends up being drugged by a beguiling femme fatale Mona Sax, who is an assassin. Sax delivers a drugged Max to the Punchinellos.

Things only get more convoluted from here. Max escapes the mob and enters into an uneasy alliance with Russian organized crime boss Vladimir Lem, who’s been warring with the Punchinellos to gain control of the city’s Valkyr trade. Max takes out one of Lem’s men who had betrayed him for the Punchinellos, then stages an ill-fated attack on the home of Don Agnello Punchinello. He arrives to see the dead body of Mona Sax’s sister Lisa (who was the leverage the Punchinello’s had over Mona to kidnap Max) and learns that the Don had only been dealing Valkyr at the behest of the Aesir Corporation. After the battle at the Don’s, Aesier head Nicole Horn administers an overdose of Valkyr to Max, who blacks out and suffers disturbing visions of his dead wife.

Max regains consciousness in an abandoned foundry that hides a military facility. Here, the true nature of the drug Valkyr is revealed. As it turns out, the drug was developed by an illicit military program to improve soldier’s field performance. It proved dangerous and was officially discontinued, but Aesier secretly kept it in production. Max’s wife had discovered the truth – which led to Horne sending Valkyr-addled goons to kill her in 1998. As if on cue, Horne arrives and attempts to destroy the complex – with Max inside it.

Our hero escapes, and meets up with another fellow DEA Agent, B.B., who cops to killing Alex Balder at the beginning of the game and framing Max. He then tries to kill Max again – an attempt that ends with Max killing B.B. Max then receives a call from a mysterious older gentleman named Alfred Woden.

Woden reveals that he’s part of the “Inner Circle” – a secret society that dates back many years and has connections to the highest levels of society and government. Woden feels that Horne and Aesir have gone too far, and tells Max he will ensure that the murder charges he’s facing will be dropped if he eliminates Horne.

The final battle takes place at Aesir’s headquarters, where Max goes to end things with Horne. He’s surprised by Mona Sax, who is still tasked (for reasons that aren’t entirely clear) with killing Max. However, their burgeoning romantic tension stops her from pulling the trigger, and Horne’s men shoot her.

Max runs to the rooftop (where we saw him at the beginning of the game) and begins a final fight with Horne. Horne attempts to escape in a helicopter, but Max topples the building’s antenna, which falls on the helicopter and bathes his nemesis in flame. In the aftermath, Max is arrested, but as he’s being walked out in handcuffs he exchanges a wry glance with a watching Alfred Woden, safe in the knowledge that Woden will clear his name as promised.

Next Page: Max Payne 2: The Fall of Max Payne>>