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How Rockstar got inside Max Payne’s head

Exploring the lengths Rockstar Games went to in order to recreate the twisted psyche of the titular ex-cop in Max Payne 3.

Russ Frushtick is the director of special projects, and he has been covering the world of video games and technology for over 15 years. He co-founded Polygon in 2012.

Living inside the head of a depressed, alcoholic, drug-addled widower doesn't seem like it would be all that much fun. Certainly not blockbuster video game material. And yet, Rockstar Games is determined. While playing through the first few minutes of Max Payne 3, I'm reminded of the horrors that made Payne the person he is today. The murders of his wife and baby still loom large and, after his vengeful rampage in Max Payne 2, he no longer has his job on the police force to exorcise those demons. So he turns to the bottle, once a close friend, now a lifelong companion.

For a game, this sounds about as much fun as a Requiem for a Dream marathon. Not exactly the sort of thing you'd want to play at the end of a long day. But Rockstar isn't looking to offer up light, mindless action fodder. They want to tell the story of the man behind the gun, and all the rough, dark corners that come along with that. More than his story, though, they want players to feel like they're seeing and experiencing everything through Payne's eyes.

Jeronimo Barrera, the VP of development at Rockstar Games, explains it simply.

"This is a character study," he says. "It's something that you don't really see a lot in games.

"We've always wanted to tackle complex characters. Max is no different. A lot of people think of him like a cliché action star, but it's more interesting to dwell in the depression and alcoholism and the addictions."

Those addictions are what define him. In Max Payne 3, as with every Max Payne game, the hero heals his wounds with bottles of pain pills, found in caches scattered throughout levels. Every pill he takes causes his vision to double for a few seconds, emphasizing the damage he's doing to himself. Poetic irony.


Pills and booze aren't his most impactful addictions, though. His addiction for revenge propelled him through the first two games. It's something else he's looking for in Max Payne 3.

"He's addicted to redemption," says Barrera. "He's never really gotten over the loss of his wife and child. [He's] kind of looking for a way to break that. He wants to get better and it's sort of this endless struggle of him trying to find that light at the end of the tunnel."

"The game is about Max's emotional journey into the gutter, and his realizations about that journey."

Dan Houser, the writer of Max Payne 3, explains in an interview with Polygon, where Payne is seeking that redemption.

"Part of him still yearns for a quest," says Houser, "a damsel in distress or some other simplistic and easy to understand scenario in which he can act like a heroic good guy once more, even though last time it did not turn out so good."

To tell Payne's story of redemption, Rockstar put a lot of work into getting inside his head. They want players to see the world from his perspective, with all the blurring and haziness that you'd expect from a middle-aged drug addict.

In an early level, Payne is acting as a bodyguard for, as he calls them in a morose voice-over, "the kinds of people that go to nightclubs in helicopters." He's not being poetic either. They literally take a helicopter to a nightclub. He's miserable.

When one of his youthful charges asks him for some life guidance, Payne is blunt: "I'm standing in a nightclub, listening to music I can't stand. I'm 500 miles from home, I'm armed and I'm drinking. You don't want to listen to advice from me."

With the club in full swing, Payne's perspective quick-cuts back and forth between grinding 20-somethings and potential troublemakers. You can almost see the thumping bass in his vision — a constant, jarring blur. A shot of whiskey drops the audio for a few moments, settling to a moderate thud.


Moments later, a door is kicked in and bullets start flying. It's chaos.

"Max communicates to the world with his gun," Barrera says. "If that's your sole level of expression in this kind of shooter, it just needs to be so integrated. Everything, not just the mechanics, but the animation, gun mechanisms, the way we render bullets. All those elements make Max more believable because he's in this world and he's very connected through this ability to communicate with a gun."

Payne is perceiving the world around him as the player is perceiving it: through shooting, bullet-time, taking damage and through the non-linear cinematics. Payne will have flashbacks. He will jump forward and backward in time. He — and the player — will find himself in different locations throughout the game and have to react.

"This let us structure the narrative in a more interesting way," says Houser, "using Max's memories as the driver of the story, and crafting a story and a game that is about Max's journey towards some kind of self awareness.

"The various flashbacks have been timed in such a way as to shed light on the things Max is experiencing at that moment in time – the game is about Max's emotional journey into the gutter, and his realizations about that journey, so events from the past are only relevant when Max remembers them."

For example, the club level ends with Payne looking over at his helicopter pilot, Raul Passos, who convinced him to take the personal protection job in the first place. Another voice over: "Trouble seems to find us the way you found me, slumped in a bar ..." A flashback later and the helicopter blades have become a ceiling fan of a bar in Hoboken, New Jersey, where Payne is drowning his sorrows several months earlier.

"In some of our other games, we employ a more classic style of cinematography," says Rob Nelson, Art Director, "where a character will enter a room, a conversation will play out and they'll leave and carry on their way. In Max we're jumping forward in time; we're cutting out chunks of the experience. So he might be running off of a piece of scaffolding at the top of the stairs, then we cut and he's at the bottom of the stairs and he's going through a gate, then he's running, then he's in a room. It's just snippets of these experiences, constantly driving the action forward ...

Max Payne's addictions define himRsg_mp3_174_pill_2_300

"It comes back to the idea of this is his memory of the past. Were there 30 guys in that club or were there only five? You don't know. The whole thing plays out like a nightmare so we can really play with that and get a glimpse or a feeling of what it's like to be trapped inside Max Payne's head."

And Max Payne's head is a scary place. One of the most iconic moments of the first Max Payne game was a nightmare level that let players relive the death of Payne's family over and over again. Max Payne 3 won't have blatant "nightmare" levels. Instead, every level in Max Payne 3 has the twisted, blurred nature of one of the nightmare levels of the original.

That's just how bad it's gotten for Payne.

"A lot of fans were asking if we were going to bring back the nightmare scenes," says Barrera. "Yes, we are. It's his life."

Despite the gut-wrenchingly dark themes of Max Payne 3, one can still have fun playing through it. If you remove the context of the story, it's a pretty unique shooter: One that encourages constant aggression rather than careful, cover-to-cover moments.

It requires that you to unlearn what you've been taught in games like Uncharted and Gears of War, often going headlong towards your attackers instead of cowering behind fallen furniture. Ammo is in short supply and moving backwards will leave your clips empty in no time.

It's apt. Payne is also trying to move forward. Move past his past. Whether he gets there is something we'll have to wait and see.