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Max Payne 2: The Fall of Max Payne

From PCGamingWiki, the wiki about fixing PC games
(Redirected from Max Payne 2)
Max Payne 2: The Fall of Max Payne
Max Payne 2: The Fall of Max Payne cover
Remedy Entertainment
Producer 3D Realms
Rockstar Games
Russia 1C-SoftClub
MAX FX 2.0
Release dates
Windows October 14, 2003[1]
Metacritic 86
Monetization One-time game purchase
Microtransactions None
Modes Singleplayer
Pacing Real-time
Perspectives Third-person
Controls Direct control
Genres Action, Shooter, TPS
Art styles Realistic
Themes Contemporary, Detective/mystery, North America
Series Max Payne
Max Payne 2: The Fall of Max Payne on HowLongToBeat
Max Payne 2: The Fall of Max Payne on IGDB
Max Payne 2: The Fall of Max Payne guide on StrategyWiki
Max Payne 2: The Fall of Max Payne on MobyGames
Max Payne 2: The Fall of Max Payne on Wikipedia
Max Payne
Max Payne 2001
Max Payne 2: The Fall of Max Payne 2003
Max Payne 3 2012
Max Payne 1&2 Remake TBA

Max Payne 2: The Fall of Max Payne is a singleplayer third-person action, shooter and TPS game in the Max Payne series.

General information

Steam Community Discussions


Source DRM Notes Keys OS
Disc check (requires the CD/DVD in the drive to play)
SecuROM DRM disc check. 3 CDs.
Max Payne Anthology released only in Poland and Germany
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Green Man Gaming
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Humble Store
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GamersGate (unavailable)
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Games for Windows Marketplace (unavailable)
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A faithful higher quality icons for Max Payne and Max Payne 2: The Fall Of Max Payne can be found here.
The player must be logged in to download.


A demo is available.

Essential improvements


The latest version is v1.01. The Steam version is up-to-date.

ThirteenAG's Widescreen Fix

Fixes aspect ratio issues with widescreen displays and includes a d3d8to9 wrapper, which resolves many issues when running the game on modern systems.

Fix packs

  • Max2Fixes. A combined patch with startup hang patch, ThirteenAG's Widescreen Fix, different options for video wrappers and other fixes.
  • Definitive Fix. A combined patch with startup hang patch, ThirteenAG's Widescreen Fix, bonus maps for dead man walking, a d3d9 wrapper and other fixes.

Skip intro videos

Run the game with the -skipstartup parameter[citation needed]

Skip launcher

Run the game with the -nodialog parameter[citation needed]

Game data

In-game general settings.
In-game general settings.

Configuration file(s) location

System Location
Windows <path-to-game>\MP2_Init.ras[Note 1]
HKEY_CURRENT_USER\Software\Remedy Entertainment\Max Payne 2\
Steam Play (Linux) <SteamLibrary-folder>/steamapps/compatdata/12150/pfx/[Note 2]

Save game data location

System Location
Windows %USERPROFILE%\Documents\Max Payne 2 Savegames\
Steam Play (Linux) <SteamLibrary-folder>/steamapps/compatdata/12150/pfx/[Note 2]
10 save slots + 2 quicksave slots + 1 autosave slot available.

Save game cloud syncing

System Native Notes
Requires enabling backup of the Documents folder in OneDrive on all computers.
Steam Cloud


Launcher general settings.
Launcher general settings.
Launcher advanced settings.
Launcher advanced settings.
In-game video settings.
In-game video settings.
Can only be changed in the launcher

Graphics feature State WSGF Notes
Widescreen resolution
Use ThirteenAG's fix.
Use ThirteenAG's fix.
Use ThirteenAG's fix.
4K Ultra HD
Use ThirteenAG's fix.
Field of view (FOV)
See Field of view (FOV).
Toggle with Alt+ Enter or use the -window parameter.
Borderless fullscreen windowed
See Borderless fullscreen windowed.
Anisotropic filtering (AF)
Can be improved by forcing 16x in the graphics card control panel.
Anti-aliasing (AA)
Not applied when Bullet Time is active; Nvidia users see Anti-aliasing (AA).
High-fidelity upscaling
See the glossary page for potential workarounds.
Vertical sync (Vsync)
Triple buffering are available.
Use d3d8to9 on Windows 10.
ThirteenAG's fix includes d3d8to9 by default; enable it in global.ini.
60 FPS
120+ FPS
Uncapped frame rate causes minor issues. Physics objects and dead bodies jump more, NPCs may be knocked down by doors when opening them during scripted animations.[3]
High dynamic range display (HDR)

Field of view (FOV)

Changing the FOV causes visual glitches during some in-game cutscenes, and might turn the nightmare levels unplayable, since these sections of the game already alter the camera FOV.
Use widescreen fix[4]
  1. Install ThirteenAG's Fix.
  2. Edit MaxPayne2.WidescreenFix.ini.
  3. Set FOVFactor to the desired value.
Use game's console command[5]
  1. Start the game with the -developer command line argument.
  2. Type in the command fov x where x is a value.

Borderless fullscreen windowed

Force borderless fullscreen[citation needed]
  1. Download d3d8to9 and move d3d8.dll to <path-to-game>.
  2. Install Special K by following the Special K Unofficial Guide.
  3. Start the game once and close it to allow the configuration file of Special K to be created.
  4. Open <path-to-game>\d3d9.ini or %USERPROFILE%\Documents\My Mods\SpecialK\Profiles\maxpayne2.exe\SpecialK.ini depending on the installation method used.
  5. Change Borderless=false to Borderless=true and Fullscreen=false to Fullscreen=true under [Window.System].
  6. Change ForceWindowed=false to ForceWindowed=true under [Display.Output].

Anti-aliasing (AA)

Graphical issues occur when using anti-aliasing.
  1. Disable antialiasing in the Max Payne 2 launcher.
  2. Select the Max Payne 2 driver profile in Nvidia Profile Inspector.
  3. Change Antialiasing Compatibility (DX9) to 0x000000C0[7], 0x00000040 or 0x02000001.
  4. Change Antialiasing - Mode to Override any application setting.
  5. Change Antialiasing - Setting to 4x [4x Multisampling] or another level of MSAA.
  6. (Optional) To use SGSSAA, change Antialiasing - Transparency Supersampling to 4x Sparse Grid Supersampling or any other level of SGSSAA. The amount used should be equal to MSAA for proper application.
  7. (Optional) Appears to be compatible with SSAA using compatibility code 0x000000C0.
  8. Apply changes.


Default Nvidia profile does not use any compatibility bits. Without these, MSAA or SGSSAA will not be applied when the Bullet Time effect is active.
Nvidia Profile Inspector presents two listings for Max Payne 2, with and without it's subtitle. If one does not work, try the other.


In-game key map settings.
In-game key map settings.
In-game mouse settings.
In-game mouse settings.

Keyboard and mouse State Notes
Quick save/load cannot be remapped (set to F5 and F9, respectively).
Mouse acceleration
Mouse sensitivity
Mouse input in menus
Mouse Y-axis inversion
Controller support
Controller types


In-game audio settings.
In-game audio settings.

Audio feature State Notes
Separate volume controls
Surround sound
Closed captions
Mute on focus lost
EAX support
EAX 3.0.
Royalty free audio
Credits feature the song "Late Goodbye" by the band Poets of the Fall.


Language UI Audio Sub Notes
Retail only. Patch for digital release here.
Brazilian Portuguese
Fan translation, download.
Retail only. Patch for digital release here.
Fan - 1
Retail only. Patch for digital release here.
Fan translation available to download here.

Issues fixed

Application load error 5:0000065434

Set Anti-aliasing to Off[citation needed]

The launcher does not start

Laptops using Nvidia Optimus must set the preferred graphics processor for Max Payne 2 to "Intel Integrated Graphics"[citation needed]
Set the compatibility mode to Windows 98 / Me[9]

Error: setFullscreen - creating the device failed: E_FAIL

Use ThirteenAG's fix[citation needed]
  1. Download ThirteenAG's Fix.
  2. Extract the contents to <path-to-game>.
  3. Disable anti-aliasing in the game's launcher.

Exception in engineInit: Unable to load save game "Files"

Reinstall the game on the C: drive[citation needed]

Error: Exception in startupInit: Directory \data not found

Move the game to a folder without spaces[citation needed]
  • Reinstall the game to a folder without spaces in the folder path (e.g. C:\Games\MaxPayne2).
(Steam) Move the game to a folder without spaces[citation needed]
  1. Set up a new Steam library folder without spaces in the folder path (e.g. C:\Steam).
  2. Remove the game and install it to the new Steam library folder.
  3. Go to that folder and go into SteamApps\common.
  4. Rename the Max Payne 2 The Fall of Max Payne folder to MaxPayne2.
  5. Go back to the SteamApps folder and open appmanifest_12150.acf with a text editor.
    • If Windows Notepad can't read it, use another text editor like Notepad++.
  6. Change the line "installdir" "Max Payne 2 The Fall of Max Payne" to "installdir" "MaxPayne2".
  7. Restart Steam.
  8. If needed, run the game in compatibility mode for Windows 98 / Me.

Game won't launch on modern AMD graphics cards, still shows up in task manager

Use the Unofficial startup hang patch[citation needed]
Set the compatibility mode to Windows 98 / Me[citation needed]
Roll back CCC drivers to Catalyst 12.6[citation needed]
Force CPU affinity to one core[citation needed]

Launcher starts, but game won't launch on Nvidia graphics cards, crashes and doesn't show up in task manager

Make sure that Options->Video Settings->Antialiasing is set to 'Off'[citation needed]

Mods don't work

Make sure that version of the game contains few RAS archive files, instead of unpacked game files to data[citation needed]

Mouse hitches and stops oddly

Make sure that Options->Video Settings->Antialiasing is set to 'Off'[citation needed]

High frame rate and/or V-sync issues

There appears to be Vsync issues when using DX8 on Windows 10 and Windows 11.
Use d3d8to9[citation needed]
  1. Download d3d8to9.
  2. Copy d3d8.dll to <path-to-game>.

Reshade/SweetFX doesn't work

This problem occurs when using ThirteenAG's Fix.
Use d3d8to9[10]
  1. Go to <path-to-game>, and rename d3d8.dll to dinput.dll.
  2. Download and copy d3d8to9 to <path-to-game>.
  3. Install ReShade or SweetFX as DirectX 9.
Edit INI file[11]
  1. Open <path-to-game>\scripts\global.ini.
  2. Change UseD3D8to9=0 to UseD3D8to9=1.

Max and/or Mona suddenly run continuously without pressing anything

Force CPU affinity to one core[citation needed]

Reduced color depth (Proton/Linux)

Color banding may occur with Proton 6.3-8 or newer.
Use Proton 5.13-6 or older[citation needed]
  1. In the game properties on Steam, go to Compatibility.
  2. Enable Force the use of a specific Steam Play compatibility tool.
  3. Select Proton 5.13-6 or older from the drop-down menu.

The player's head is not rendered in the reflection while looking in a mirror

Use Fixed Payne[12]


This mod is already included in Definitive Fix.

VR support

3D modes State Notes
G3D, Z3D
Requires "D3D8to9" wrapper, see vorpx forum profile introduction.

Other information


Technical specs Supported Notes
Direct3D 8 [13]
Executable 32-bit 64-bit Notes


Middleware Notes
Physics Havok
Audio DirectSound
Cutscenes Bink Video

Command line arguments

See command line arguments on how to use the following options.
Parameter Description
-screenshot Enables F10 for taking screen shots. Screen shots are saved to the "screenshots" folder under the Max Payne 2 installation folder.
-nodialog Skips the Max Payne 2 startup dialog when loading the game (uses options previously set).
-skipstartup Skips the startup video.
-disable3dpreloads If the system runs out of texture memory while loading a level, this option may prevent the game from crashing due to a driver error.
-window Runs the game in a windowed mode, in the resolution selected from the Max Payne 2 launch dialog. Not all 3D accelerators support running in a windowed mode.
-novidmemcheck Disables the video memory check at the start of the game.
-developer Enables "developer mode", including console (toggled with ~). Mostly useful for mod developers.
-developerkeys Enables special developer keys (requires -developer as well). Note: the game flow can be broken using developer keys.
-showprogress Sshows extended loading information. -developer is required.
-profile Enables in-game profiler. Toggle profile with F11, and see console aliases for profiling options.

Dead Man Walking mode bonus chapters

Official maps for the Dead Man Walking mode made by Rockstar games.


Weapon patch

Allows for mods to have more weapons than in the original game.
Required by most mods.
Will not work if there is data in <path-to-game>, if this patch is used with data in <path-to-game>, the folder and MP2_Arsenal.ras have to be deleted and MP2_Data.ras has to be redownloaded.
  • Epilepsy Accessibility Mod - Removes certain effects to make the game accessible to those with epilepsy issues.
  • Payne Effects 3 - Gameplay mod that adds new effects and overhauls most of the gameplay mechanics. (not recommended to use with EAX)
  • Payne Evolution - Gameplay mod that emulates the mechanics closer to that of Max Payne 3. (not recommended to use with EAX)
  • Fixing the Payne - Adds lots of minor tweaks like balance fixes, skipping bullet time reload cutscene, additional bullet cam, sounds ported from Max Payne, etc.
  • Xbox Rain Droplets - Basic implementation of Xbox rain droplets from SkyGFX for other games.

System requirements

Minimum Recommended
Operating system (OS) 98
Processor (CPU) Intel Pentium III 1.0 GHz
Intel Celeron 1.2 GHz
AMD Athlon 1.0 GHz
AMD Duron 1.2 GHz
System memory (RAM) 256 MB
Hard disk drive (HDD) 1.5 GB
Video card (GPU) 32 MB of VRAM
DirectX 9 compatible
Sound (audio device) DirectSound compatible sound card


  1. When running this game without elevated privileges (Run as administrator option), write operations against a location below %PROGRAMFILES%, %PROGRAMDATA%, or %WINDIR% might be redirected to %LOCALAPPDATA%\VirtualStore on Windows Vista and later (more details).
  2. 2.0 2.1 Notes regarding Steam Play (Linux) data:


  1. Max Payne 2 Ships (retrieved) - last accessed on 2023-09-03
  2. Max Payne 2 - Games for Windows - last accessed on 2023-06-26
  3. Max Payne frame limit · Issue #568 · ThirteenAG/WidescreenFixesPack - last accessed on 9 June 2023
  4. Verified by User:AlphaYellow on 2023-12-15
  5. Verified by User:AlphaYellow on 2023-12-15
  6. Verified by User:Flang on 2019-07-21
  7. Verified by User:DiscourseStu on 2024-07-10
    Other codes did not work for me. NPI w/RTX 4070 using Definitive Fixes
  8. Joystick/Joypad support for Max Payne 2 on PC – Rockstar Support - last accessed on 9 June 2023
  9. Verified by User:Chick'n'Duck on 2023-11-30
  10. Verified by User:Averygoodperson on 2022-01-22
  11. Verified by User:Averygoodperson on 2022-01-22
  12. Fixed Mirror image - last accessed on May 2023
  13. Verified by User:AlphaYellow on 2024-05-02
    According to System Informer, the game loads d3d8.dll. According to DebugView's logs, dgVoodoo2's traces point to Direct3D 8 (game loads Direct3DDevice8 interfaces).