In Max Payne 2, the player controls Max Payne, a former DEA agent for the New York City Police Department (NYPD) and a fugitive framed for murder of his best friend and fellow cop Alex, by the corrupted agent, B.B., in New York City during the events of Max Payne. Two years after the events of the first game, Max has cleared his name and is now an NYPD detective.
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He reunites with Mona Sax, whom he met in the previous game, as they set out to resolve a conspiracy of death and betrayal, finding the Inner Circle in the center of it all. Gameplay Max Payne 2 is a third-person shooter, in which the player assumes the role of Max Payne, but also plays as Mona Saxin a few levels. Initially, the player's weapon is a 9mm pistol. As they progress, players access other weapons including other handguns, shotguns, submachine guns, assault rifles, sniper rifles, and hand-thrown weapons. To move the game along, the player is told what the next objective is through Max's internal monologue, in which Max iterates what his next steps should be.
 When first played, the game only offers one difficulty level that is adjusted automatically if the game is too difficult for the player. For example, if the player's character dies too many times, the enemies' artificial intelligence is made less effective, while more health in the form of painkillersis made available. After completing the game once, other difficulty levels are unlocked. Two special game modes are also activated: New York Minute and Dead Man Walking. In New York Minute, the player is given a score based on the time taken to complete each level. The Dead Man Walking mode places Max in one of five scenarios, in which he must survive for as long as possible while fighting off endlessly respawning enemies.
Max Payne 2 allows the player to enable bullet time, a mode that slows time, while still allowing the player to aim in real-time, to give the player more time to determine what they want to do. In this mode, the screen's color changes to a sepia tone to act as a visual cue. When in use, the bullet time meter will decrease until it is either empty or the player disables bullet time mode. The meter will eventually increase when not in use, but can be replenished quickly by killing enemies. To simulate the bullet time effect, Max can also execute a shoot-dodge maneuver. When the maneuver is performed, Max jumps in a direction specified by the player, and although Bullet Time is activated while Max is in mid-air, this will not deplete the bullet time meter. The combat system has been improved for Max Payne 2; the player can now arm Max with a secondary weapon such as a grenade or Molotov cocktail, and when near an enemy, Max can perform a melee attack.
AI players occasionally come to Max's aid, although their death does not affect the gameplay or stor y.
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