The best new combat mechanic is called Last Man Standing: As long as you’re carrying some pain killers, you won’t die if an enemy gets a kill shot on you. The game rations these out at a good pace, always giving you just enough to feel uncomfortably exposed but never too little that you get stuck in a loop fighting a fight that you can’t win. Damage actually matters, and you can’t come back from the verge of death without using up an important resource: pain killers. This is partly what makes Max feel so vulnerable. Bullets do a lot of damage, so cover is necessary during the bigger firefights later in the game, but unlike most cover-based shooters, there’s no regenerating health. Max can take cover now, but he’s also weaker than ever. The brutality and disempowerment are reflected in the combat. It might be hard to take at times, but the writing and acting are so uniformly excellent that it is also hard to look away. The tone is so bleak and brutal it makes GTA look like a kid’s game. This weighs on Max, and it will weigh on you. Sure, there are plenty of exciting cinematic moments, and Max is certainly capable with a gun, but the story is a downer that stacks failure after failure on your back and escalates from there. It doesn’t feel good, but this is what makes Max Payne 3 so special it’s mechanics embrace modern shooter conventions, like cover and checkpoints, but the overall tone established by those mechanics is anything but the conventional empowering hero worship that most shooters cling to. You can really feel the alcohol, pills, adrenaline, and stress wearing on Max. What once took you out of the game now sucks you in to an uncomfortable degree. Not because the style becomes less obvious, but because once Max begins his downward spiral, the visuals perfectly encapsulate the feeling of coming unhinged. It gets better as the game goes on though, much, much better. It’s most jarring in the beginning when things are fairly calm yet the screen still flashes and flickers as if Max is having a seizure. It seems like not five seconds can pass without some visual trick, regardless of what’s going on. Rockstar has cited Tony Scott’s Man on Fire as a direct inspiration, and it shows. ![]() It makes sense then that the old noir visual style would be replaced with something else, and in its place, is a flashy style that seeks to assault you with various visual tics: color separation, writing text on the screen, double vision, cutting up the screen 24-style, and a couple of others. Whether that’s good or bad depends entirely on personal preference, but it’s worth knowing before diving in. This is a distinctly different game both in style and tone, the noirish sensibilities of previous games having been replaced with a gritty and deadly serious crime drama. Max Payne 3 is not the Max Payne you remember.
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