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Aug 7th, 2010
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Payne Effects 3 Mod created by The Silver - Updated to version 1.5 - Lots of bugs fixed and new unique features - Please READ THE USEFUL TIPS below before playing!

I created this mod to enhance the original feel of the game without loosing the Max Payne signature.
The purpose of the mod is always to make Max Payne 2 more realistic and tactical, but at the same time to give a dramatic and cinematographic feel to the shootouts.

I can surely say that this version 3 is totally new, with lot of key features that will drammatically improve the original gameplay, and also with new spectacular unique effects.

Here are a few USEFUL TIPS before playing:

  • To play this mod properly be sure to have a pretty decent pc (and highest settings)
  • Disarm an enemy to heal yourself a bit (the closer you are the more you heal)
  • Tap the Crouch key or perform a Slide move to a wall to enter the Cover stance
  • Jump when shooting to perform the Slide moves (only forward have slowmotion)
  • Shoot when jumping to perform a Flying slide Kick (can knock down enemies)
  • Perform a Knife kill to gain the "Eagle Eye" secondary weapon (the old "Action")
  • To use the "Eagle Eye" weapon simply keep the secondary shoot key pressed
  • Don't use bullettime when performing the "Eagle Eye" move to avoid boring slowdowns
  • You have to do nothing to enter Rage mode, simply shoot while in deep bt

According to the Original Max Payne 2 Readme if you encounter a "video memory error" just
write -developer and -disable3dpreloads in the Target section of the shortcut proprieties.
It must look like this: "C:\Program Files\Rockstar Games\Max Payne 2\MaxPayne2.exe" -developer -disable3dpreloads

Using the usual cheat "coder" you will have all the weapons and unlimited ammo for everything except the Eagle Eye.
If you want also unlimited Eagle Eye ammo use the alternative cheat code "codex".

v1.5 Changelog:

  • Merged mods Boiling, Mona The Assassin and Max Payne Chronicles in the new Expansions menu, I kept them as much original as I could, so aside from the additions of my mod they are exactly as they were before, with their menu, their game modes, their original credits etc
  • Added new various BulletTime music, very generic and not distracting, not too repetitive but also not too particular so they can fit every situation and BT usage
  • New G36C reload animation, inspired by the CoD FAL reload anim
  • New DesertEagle single reload animation, basicly a two handed version of the beretta speed reload
  • New DesertEagle dual reload animation, very FaceOff-like
  • New Beretta dual reload animation, more hard-boiled
  • New badass stance for rifles
  • Reduced physicalized shells amount, not too noticeable, mostly on enemie's automatic weapons
  • New ZM-LR300 silenced shoot sound, way cooler than the previous one
  • New shell smoke particles
  • Realistic GrenadeLauncher safe feature, like the real life 40mm grenades they explode only after a few meters from the launcher, so for example if you are facing a wall and you shoot the grenade will "break" bouncing from it like if you shot just a big metal shell without exploding anymore, obviously a big metal shell shot at over 70 feets per second will still kill even if it doesn't explodes
  • Magazines reload skin items, when reloading you will see max correctly pulling out a new magazine in his hand and putting it in the gun
  • New Shellshock effect for explosions, you get stunned for a few moments, sounds are muffled, beep in your hears, dirth texture on screen etc like in modern games
  • Fixed shotguns pellets particle emission position
  • Fixed keyframes on Fast Reload beretta anim
  • Fixed dualsided bulletholes where needed
  • Redone Senator Gate dead textures, with better colors and bulletholes
  • Redone AnnieFinn dead textures, with beaten, just shot and dead textures version
  • Reduced shotgun screen blood for more coherent hit feedback
  • Fixed brain particles, no stuttering particle anim anymore
  • Fixed shotgun headshot wall decal
  • Fixed disabled bullettime during cutescenes
  • Removed friendly BulletTime bonuses
  • Fixed Striker ammobox texture
  • Fixed BlackOps Boss headshot
  • Lot of other various fixes

v1.4 Changelog:

  • New UPDATED Animated Skins Deaths (I made this v2, thanks to evolvercobra and Fr0z3n for v1)
  • Explosion deaths now features various real-time Body Mutilations with ragdoll (obviously with proper gore particle effects, flesh projectiles and skin items)
  • Updated BT Remap and Motionblur to make easier to see things while in BT
  • New Fast Beretta Shooting (very LethalWeapon-like) and fire sound (very powerful)
  • New Fast Beretta Reload animation (entirely created by me using Milkshape) and with proper customized sound
  • Added bloodpool to AnnieFinn's death (thanks VGames for the idea)
  • Scopes usage restored while in Rage Mode (aka Deep BT)
  • Optimized the sparks/gibs system more (even less lag during explosions/gibbing)
  • Perfected first Condemned Biulding cutscene (the first cleaner is now killed by Max with the SigSilenced to not alert the others and creates a bloodpool)
  • Tweaked a bit the Rage Mode flashes (a little less annoying for who don't like them)
  • Tweaked BT and Rage Mode parameters (for more dynamic gameplay)
  • Added a New Damage Animation (enemy is knocked to the ground, looses his dual handed weapon, frantically pulls out his sidearm shooting at you before getting up)
  • Tweaked rifles RateOfFire to better match their real world counterparts
  • Redone a lot of particle effects (thanks to VGames's source files for some ispirations)
  • Fixed a rare bug of a missing 2 handed aim animation during the Eagle Eye move on enemies
  • Added a lot of decals to have even more variations (thanks to VGames)
  • Created real looped stand anims instead of ultra long version (10 times lightweight)
  • Added sharpnel to grenade explosion for realism purposes and to maximize the damage variations (tweaked from VEMP2)
  • Wall blood headshot decals tweaked a bit (mostly alpha layer to blend more realistically with the environment)
  • Blood drop decals redone and alpha layer tweaked (again to blend more realistically with the environment)
  • Added persistant molotov fire (borrowed and tweaked from VEMP2 mod)
  • Greatly improved Barrett firing sound, way more powerfull feedback (CoD4 sound + actual echo)
  • Replaced MP5 reload anim with better version with proper sound (thanks to EQ-Gunkatas mod)
  • Added a lot of sounds taken from CoD4 to have even more variations
  • When he is in service Max now wears a bodyarmour that reduces bullet damages to the torso area
  • Fixed ending cinematic of AnnieFinn level (the 2 officers were shooting to a wall in front of their face perfectly synchronized, now they shoot properly and well alternated)

Version 1.3 Changelog:

  • Fixed Desert Eagle weapon animations
  • Better high-detail ragdolls (thanks to Rocky5)
  • Optimized "heavy" textures without any quality loss
  • Completely new Office-suit model for the Police Station level
  • Optimized the debris system a lot (less lag during explosions/gibbing)
  • Replaced all scopes overlay with better version (thanks to Rocky5)
  • Fixed a crash related to the dds texture compression on low settings
  • The old "Action" secondary weapon is now called "Eagle Eye"

Version 1.2 Changelog:

  • Added a small jump at the start of the slide move so you can slide above chairs, tables etc.
  • Fixed the Slide-Jump bug, now the slide do not turn into a jump anymore
  • Fixed wrong behaviour in the cutscene of the Part Three - Chapter Three (A Mob War)
  • Scopes temporarly disabled when shooting in Rage Mode after reaching DeepBT
  • Reduced the volume of the footsteps a bit
  • Jump+Shoot move is now a real flying kick that damages and knocks down the enemies
  • "Too Easy..." difficulty is now a lot easier
Preview Image
Payne Effects 3 v1.5 FINAL FULL
Post comment Comments  (0 - 50 of 62)
MFO300 Aug 8 2010 buried:


i need directx 9 to play this mod

-5 votes     reply to comment
Kevlo Aug 9 2010 replied:

well ofcoarse you need need Dx9 to play the game without the mod

+16 votes     reply to comment
Skyfire543 Aug 27 2010 replied:

Are you implying that you dont have DirectX 9?

+10 votes     reply to comment
Rattlesnark Nov 25 2010 replied:

Now that would be a nightmare beyond belief

+11 votes     reply to comment
ThisIsGamer Aug 14 2010 says:

thanks for this!

+2 votes     reply to comment
Nonsense Aug 19 2010 says:

What the hell do i do with Payne Effects 3.mb2m?

+1 vote     reply to comment
The_Silver Author
The_Silver Aug 19 2010 replied:

Put the .mp2m file in the game folder and the select the mod through the game launcher window, nothing strange or unusual.

PS: Since you are a noob about MP2 mods next time don't be rude when asking for help, and maybe a quick search on google would have helped you a lot faster, just an advice. ;)

+11 votes   reply to comment
lol3r_86 Aug 25 2010 replied:

I didn't find anything rude in Nonsense's comment. He just got a little ****** that also happens to me at times when I really don't know how to do something.

Also as one of other guys i noticed that cam shakes are a little overpowered i got used to it cuz they're still better that wimpy vanilla ones. For those that don't like them don't play this mod.

I hope you fixed weapon names. I hate when i pickup Beretta and see 9mm pistol in inventory.

+1 vote     reply to comment
Reikson Jun 14 2011 replied:

I put the "Payne Effects 3.mp2m" thing into the Max Payne 2 game folder, but I don't know what I did wrong; the mod won't show up on the game-launcher window.

Or, at least that's what I think it is, 'cuz it has video settings and options and everything... someone tell me what's wrong, please?

+1 vote     reply to comment
Neo_Payne Jul 26 2011 replied:

when u put the file into the max payne 2 folder, make sure that u really extracted it to the max payne 2 folder, and should be at the game launcher where u pick custom mods/mods

+4 votes     reply to comment
Guest Nov 20 2013 replied:

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B1ackD0g Aug 28 2010 says:

Hi, I got a question.

When I use Adrenaline my inventory goes blank and if I pick up a weapon before everything comes back - my whole inventory dissapears and only the picked up weapon and some secondaries remain.
The same for adrenaline syringes - if I pick up any while blank - they will be gone when things come back (it will be as if I didn't pick them up).

Is there a way to avoid this issue or should I just continue to be cautious in these moments?
P.S. It's not a major issue but it puzzles me

I got MP2 1.01 build 102, your mod v1.12
XP home SP3

+1 vote     reply to comment
B1ackD0g Aug 28 2010 replied:

mod version 1.2 of course

about weapon pick-up: tested on G36, M4, AK, Remington 870

+1 vote     reply to comment
The_Silver Author
The_Silver Aug 28 2010 says:

When the adrenaline animation finish the inventory should ALWAYS go back to the state that it was before, if it doesn't than it's a bug.
I made that the inventory is saved before the adrenaline shot and then all your weapons are removed for the entire duration of the animation, when the anim ends your inventory is restored.
I had to do this becouse it's the only way to prevent the player from shooting during the adrenaline injection, since this would cause way more bugs than this temporary absence of your weapons.

+3 votes   reply to comment
B1ackD0g Aug 29 2010 replied:

yeah i understand the mechanism now..
but what about the part that i mentioned?

if I pick up a weapon before everything (inventory) comes back - my whole inventory dissapears (flushed out) and only the picked up weapon (tested on AK47, G36, Remington, M4) and some secondaries (usually Melee, Molotov, Disarm) remain.
Meaning the inventory doesn't seem to load back properly

+2 votes     reply to comment
The_Silver Author
The_Silver Aug 29 2010 replied:

This happens ALL the times? Becouse I tried to recreate this bug many times, but to me the inventory always returned properly.
Maybe try doing a few tests in various situations, so I will have more informations about what causes the bug. ;)

+4 votes   reply to comment
B1ackD0g Aug 30 2010 replied:

Nope, definitely not all times - I'll have to look into this matter more %)
Got it once today: Pt3Ch4, when I took out three commandos at the balcony, used adrenaline and slid off the garbage bins under the balcony - my inventory did not reappear

Anyways, it is not such a major bug (:

+2 votes     reply to comment
lol3r_86 Aug 29 2010 says:

I don't know why but i cannot use cover move, not eaven when standing in front of solid wall. Wth happened?

+2 votes     reply to comment
abyssknight_13 Sep 16 2010 says:

so this is just a full update right?no need if you have updated your payne effects to version 1.3 already

+2 votes     reply to comment
lol3r_86 Sep 16 2010 replied:

This is not an update. It's an new full release with 1.3 patch integrated.

Oh and this in this release my no cover issue was fixed.

+2 votes     reply to comment
Sorcerer_Daniel Nov 7 2010 says:

i really love this mod . This is my favorite mod . The only problem i have is that i really like this song but i don't know the title .
Can you please tell me what's the title of This payne effects 3 music in the menu ?

+2 votes     reply to comment
HoldUpper Nov 7 2010 says:

Hey can anybody help me? when i download this mod it comes out as a .rar file, isn't it supposed be a mp2 file?

+2 votes     reply to comment
The_Silver Author
The_Silver Nov 7 2010 says:

@Sorcerer_Daniel The main menu music is called Farewell performed by Apocalyptica.

@HoldUpper The .rar file is an archive like zip, simply open it using a software like WinRAR and extract the .mp2m file that you will find inside.

+3 votes   reply to comment
HoldUpper Nov 8 2010 replied:

Alright, your help is much appreciated

+2 votes     reply to comment
Sorcerer_Daniel Nov 8 2010 says:

i see , okay thanks @The_Silver

+2 votes     reply to comment
DaveNyekha Mar 25 2011 says:

Hi! m having trouble loading the game. an error appears about particle system"laserpoint not found". plz help. tanx

+1 vote     reply to comment
Sourab Mar 6 2012 says:

Hi,when i opened opened the downloaded file it showed that the file is corrupt. What to do, please help.

+1 vote     reply to comment
Slymix98 Dec 7 2012 says:

Silver where I can download max payne effects 3.mp2m

0 votes     reply to comment
The_Silver Author
The_Silver Dec 7 2012 replied:

Are you kidding? From here.

+3 votes   reply to comment
CarlitoMontanaC Dec 21 2012 says:

I cant download its say theres no available mirrors :(

+3 votes     reply to comment
The_Silver Author
The_Silver Dec 21 2012 replied:

I know, blame the ModDB servers, I've even sent a PM to the stuff but seems that they ignored me... If a second day passes without any improvement I will try reuploading it.

+3 votes   reply to comment
SteveXGamer Dec 22 2012 replied:

You can use another host like mediafire,... :)
Oh and the link ModDB servers is not work too, maybe the server not responding.

+3 votes     reply to comment
TheUnbeholden Dec 23 2012 says:

already played Boiling, Mona The Assassin and Max Payne Chronicles. I would play this if I hadn't already finished MP2 many times or if there where some new levels to try out.

0 votes     reply to comment
The_Silver Author
The_Silver Dec 23 2012 replied:

You haven't played theese mods with the Payne Effects 3 gameplay, anyway yes sure noone forces you to play my mod, neither to comment about it if you're not interested.

+1 vote   reply to comment
SteveXGamer Dec 23 2012 replied:

Did the link fix yet?

+1 vote     reply to comment
The_Silver Author
The_Silver Dec 23 2012 replied:

Nope, please read the comment on the main page and stay tuned for further informations. :)

+1 vote   reply to comment
TheUnbeholden Dec 31 2012 replied:

of course no one forces me, whats with the defensive attitude. I will comment on whatever I like.

0 votes     reply to comment
Slymix98 Dec 27 2012 says:

Why I could not downlad this mod with this link ?????

+1 vote     reply to comment
The_Silver Author
The_Silver Dec 27 2012 says:

Ok guys I understood the problem with the download, blame the new GameFront download country BAN, basically if you don't live in one of their "loved" countries they will prevent you from downloading from their servers, here's the news:

As you can see this bunch of ******** almost deliberately cut out a shitload of users preventing them from enjoying all these free mods and stuff, this is why I've uploaded my Payne Efefcts 3 Mod v1.5 FINAL FULL on a free filesharing site, so if you can't download directly from ModDB please download from my DROPBOX LINK BELOW instead of GameFront.

DOWNLOAD Payne Efefcts 3 v1.5 FINAL FULL:

+1 vote   reply to comment
Grimpast Jan 2 2013 says:

"And I think to myself: What a wondeful mod."

+2 votes     reply to comment
The_Silver Author
The_Silver Jan 8 2013 says:

If someone is interested here's the BulletTime tracks list:

Hevia - Busindre Reel (Album Tierra De Nadie)
Zack Hemsey - Mind Heist (Inception Trailer Soundtrack)
Clint Mansell - Dead Reckoning (Smokin' Aces Soundtrack)
Marilyn Manson - If I Was Your Vampire - Instrumental (Max Payne Movie Soundtrack)
Apocalyptica - Farewell (Album Apocalyptica)

+1 vote   reply to comment
Fission035 Feb 4 2013 says:

Hello there, Silver. I really want to play this cool MOD!!! but there's a little problem. because of some reason I can't download any file from the internet which is larger than 450 MegaBytes and I won't be able to play Max Payne 2 after 1 week :( so, could you please try to make the MOD a little smaller? I mean can you upload just the simple MOD file with v1.5 improvements and without other MODs merged with it? (keep the boiling mod if possible) I have PE3's previous version installed in my pc (v1.4) & I think the MOD is just plain AWESOME and probably the best MOD for Max Payne 2! That's why I want to play it's final version before removing Max Payne 2 from my pc.
Looking forward to your (positive) reply.

[and btw, sorry for my bad english]

+1 vote     reply to comment
The_Silver Author
The_Silver Feb 4 2013 replied:

Then ask someone to download it for you, it's 700mb not really so huge, aside of that I can't help you, because I can't create personal customized versions of the mod for obvious reasons, and because a patch would be useless, the changes are so big and deep that it would be almost as big as the whole mod, sorry.

+1 vote   reply to comment
Fission035 Feb 5 2013 says:

well, at least upload a trailor/video of the MOD v1.5 and highlight the new changes you made, please.

I can see there are many fixes you've made in the v1.5, hope you have fixed the bug/problem where the zoom/scope of the sniper rifle disappears when entered in Shootdodge mode while zooming.

btw, is there any way to merge the original FPS mod (or the shepard one) and your MOD? if there is then please do tell me!

plus, tell me how to replace or add a weapon from other MOD to your MOD! (Like the minigun from 'cinema 2' and the chainsaw from 'Absent grave')

why is Max Payne 2 listed under 'Multiplayer' section?
Is it a Multiplayer game?

Why Is Yawning Contagious? XD
sorry for asking so many questions, anyway thanks

+1 vote     reply to comment
The_Silver Author
The_Silver Feb 5 2013 replied:

Yes it's fixed.
No there isn't.
You can't.
I don't know.
Same as above.

+1 vote   reply to comment
raefzM Mar 4 2013 says:

Got it now. This mod is very good so far.

+1 vote     reply to comment
GuNnEr2.0 Mar 16 2013 says:

can this mod runs on 64mb video card

+1 vote     reply to comment
Guest May 6 2013 says:

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MoD_aDDicts May 17 2013 says:

its not working it says Exception in engineInit:Unable to read data from "\DATA\GLOBALCONFIG.TXT"

+1 vote     reply to comment
maxpaynefan Jun 18 2013 says:

no need for it now, i found it myself :D :D :D MY FAV DAY OF MY LIFE.

+1 vote     reply to comment
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