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Max Payne 2: The Fall of Max Payne

From PCGamingWiki, the wiki about fixing PC games
Max Payne 2: The Fall of Max Payne
Max Payne 2: The Fall of Max Payne cover
Remedy Entertainment
Rockstar Games
Russia 1C-SoftClub
Release dates
Windows October 14, 2003
Metacritic 86
Monetization One-time game purchase
Microtransactions None
Modes Singleplayer
Pacing Real-time
Perspectives Third-person
Controls Direct control
Genres Action, Shooter
Art styles Realistic
Themes North America, Contemporary
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 and shooter 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 Roms
Max Payne Anthology released only in Poland and Germany
Gamesplanet logo.svg
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Green Man Gaming
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Humble Store
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Can only be purchased in specific countries. Among others: USA, Canada, UK, Switzerland and some European countries. Notable exceptions: Brazil, Croatia and Russia.
GamersGate (unavailable)
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Games for Windows Marketplace (unavailable)
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Retail version require SecuROM DRM.
A faithful higher quality icons for Max Payne and Max Payne 2: The Fall Of Max Payne can be found here. You must be logged in to download.

Essential improvements


The latest official patch v1.01 is available at Rockstar's support site and PCGamingWiki. The Steam version is already patched.

Unofficial patches

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

Skip intro videos

Launch the game with the -skipstartup parameter

Skip launcher

Launch the game with the -nodialog parameter

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) <Steam-folder>/steamapps/compatdata/12150/pfx/[Note 2]

Save game data location

System Location
Windows %USERPROFILE%\Documents\Max Payne 2 Savegames\
Steam Play (Linux) <Steam-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.
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).
Vertical sync (Vsync)
Always enabled.
Use d3d8to9 on Windows 10. ThirteenAG's fix includes d3d8to9 by default; enable it in the global.ini file.
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.[2]

Field of view (FOV)

Use widescreen fix[citation needed]
  1. Install ThirteenAG's fix.
  2. Edit MaxPayne2.WidescreenFix.ini.
  3. Set FOVFactor to the desired value.
Use game's console command[citation needed]
  1. Start the game with the -developer command line argument.
  2. Type in the command fov x where x is a value.
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.

Borderless fullscreen windowed

Force borderless fullscreen[citation needed]
  1. Install d3d8to9 to the installation folder.
  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 to 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. 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.
SGSSAA[citation needed]
  1. Follow the above instructions for MSAA.
  2. Change Antialiasing - Transparency Supersampling to 4x Sparse Grid Supersampling or any other level of SGSSAA.
  3. Apply changes.


Amount of SGSSAA used should be equal to MSAA for proper application.


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


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
Features the song "late goodbye" by "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.
Retail only. Patch for digital release here.
Fan translation, download

Issues fixed

Application load error 5:0000065434

Set the 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]
Run the game in compatibility mode for Windows 98 / Me[citation needed]

Error: setFullscreen - creating the device failed: E_FAIL

Use ThirteenAG's fix[citation needed]
  1. Download ThirteenAG's fix.
  2. Extract the contents to the installation folder.
  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]
Run the game in compatibility mode for Windows 98 / Me[citation needed]
Roll back CCC drivers to Catalyst 12.6[citation needed]
See Force CPU affinity to run the game on 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'

Mods don't work

Make sure that version of the game contains few RAS archive files, instead of unpacked game files to folder "data".

Mouse hitches and stops oddly

Make sure that Options->Video Settings->Antialiasing is set to 'Off'

High frame rate / v-sync issues

There appears to be Vsync issues when using DX8 on Windows 10 and Windows 11, since using d3d8to9 makes Vsync work again.
Use d3d8to9
  1. Download d3d8to9.
  2. Copy D3D8.DLL from the folder to the game install directory.

Reshade/SweetFX doesn't work

This problem occurs when using the Thirteen AG Widescreen Patch.
Use the d3d8to9 wrapper[5]
  1. Rename Thirteen AG Widescreen Patch's d3d8.dll file to dinput.dll. It is located in the game's root folder.
  2. Download d3d8to9 and place it in the game's root folder.
  3. Install ReShade or SweetFX as DirectX 9.
Enable the d3d8to9 wrapper in widescreen fix[6]
  1. Go to <path-to-game>\scripts\global.ini.
  2. Change UseD3D8to9=0 to UseD3D8to9=1.

Max/Mona suddenly run continuously without pressing anything

See Force CPU affinity to run the game on one core

Reduced color depth (Proton/Linux)

Color banding may occur with Proton 6.3-8 or newer.
Use Proton 5.13-6 or older

In the Compatibility tab of the game's Properties window in Steam, enable the "Force the use of a specific Steam Play compatibility tool" option and select Proton 5.13-6 or older from the drop-down list.

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

Use the Fixed Payne Mod[7]
This mod is already included in the definitive fixes mod.

VR support

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

Other information


Technical specs Supported Notes
Direct3D 8
Shader Model support 1.1
Executable 32-bit 64-bit Notes


Middleware Notes
Physics Havok
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: you can break the game flow 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 you have a data folder in <path-to-game>, if you used this patch with the data folder in <path-to-game> you will have to delete that folder and MP2_Arsenal.ras and redownload the MP2_Data.ras file.
  • 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 File/folder structure within this directory reflects the path(s) listed for Windows and/or Steam game data (use Wine regedit to access Windows registry paths). Games with Steam Cloud support may store data in ~/.steam/steam/userdata/<user-id>/12150/ in addition to or instead of this directory. The app ID (12150) may differ in some cases. Treat backslashes as forward slashes. See the glossary page for details.