This mod will evolve your Max Payne 2 experience to a whole new level, one step closer to its successor Max Payne 3. With new models, weapons, animations, graphic effects, sounds, particles, and so on this mod will improve your good old Max Payne 2 to make it shine again in the next generation gaming.

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Learn more about the mod Payne Evolution for Max Payne 2 and its author The Silver by reading this interview posted by Chicago Enigma on

Payne Evolution Full 1.02

Payne Evolution Mod RELEASED

Payne Evolution Mod RELEASED

1 year ago News 30 comments

The Payne Evolution Mod for Max Payne 2 created by The Silver is RELEASED.

Payne Evolution - FAQ

Payne Evolution - FAQ

1 year ago Feature 13 comments

If you have any question regarding the Payne Evolution mod please check this article first.

Payne Evolution - Weapons Insight

Payne Evolution - Weapons Insight

3 years ago Feature 6 comments

This article covers all the aspects of the weapons featured in the mod, their unique stats like damage ROF accuracy etc, the new caliber penetration stats...

Payne Evolution - Features List

Payne Evolution - Features List

3 years ago Feature 4 comments

Here's a quick guide to my Payne Evolution mod: features description, installation guide, important tips, credits etc.

RSS feed Downloads
Payne Evolution Full 1.03 TORRENT

Payne Evolution Full 1.03 TORRENT

1 year ago Full Version 14 comments

This is the torrent of the Full version 1.03 of the Payne Evolution Mod, so you can download it with your torrent client, without having to rely on your...

Payne Evolution Patch 1.03

Payne Evolution Patch 1.03

1 year ago Patch 16 comments

Payne Evolution mod patch 1.03 made to fix the most common crashes.

Payne Evolution Full 1.03

Payne Evolution Full 1.03

1 year ago Full Version 37 comments

This mod will evolve your Max Payne 2 experience to a whole new level, one step closer to its successor Max Payne 3. The aim of this mod is to combine...

Post comment Comments  (40 - 50 of 2,245)
filippaskopasko Mar 4 2015 says:

Hey Silver,this mod is amazing,but when are you going to realease the enhanced edition of this mod becuse it has some flaws,and can i somehow drop the revolver that i always have (the secondary revolver)

+1 vote     reply to comment
Lasha1203 Mar 4 2015 replied:

oh and u cant drop this revolver, its permanently in ur inventory 'till you dont waste ur ammo :)))

+2 votes     reply to comment
The_Silver Creator
The_Silver Mar 4 2015 replied:

I don't have a release date at the moment, as soon as the Enhanced Edition will be in the final testing I will publish an official article with release date and features list.

+1 vote   reply to comment
Keystrokes Mar 4 2015 replied:

Would a rough, vague ETA be out of the question? Nobody here would take it as a legit release date. You could even just say what quarter or whatever. Just an expectation at all would be nice.

By the way, what, again *roughly*, can we expect from this Enhanced Edition?

+1 vote     reply to comment
The_Silver Creator
The_Silver Mar 5 2015 replied:

I'm not keeping it "secret" or else, it's simply that I don't know it myself since I have a lot of real life priorities at the moment so I don't know when I will be able to mod full time again, it could be one week or one month, and even when I will be modding full time again I have a couple of features to try to implement, and this kind of things could be very quick or a real time waster, so basically the only thing that I can say is that it will not be the next year... :P

+1 vote   reply to comment
Darkola Mar 3 2015 says:

I played this a little bit again, then reminded myself I wanted to play the enhanced version. However I wanted to give you some suggestions on what to improve:

1. The hit-indicator. It's a bit of a distraction, something about it is just off, I think it has to do with the size: it's too big. Besides, Max Payne 3 made it a kill indicator, as you know. I do remember you saying that making it a kill indicator is impossible. I suggest thinking about removing the hit indicator: the game doesn't really need it and isn't improved by it.

2. The revolver back up sidearm. I am slightly dissapointed seeing Max use a revolver like it's a beretta in cutscenes (and of course the graphic novels aren't changed and still keep the beretta). Not saying you should edit the graphic novels or cutscenes to correspond to gameplay inventory - just saying you should make an exception in making all the weapons MP3. The beretta is his weapon of choice in MP2. I'd prefer the 1911 replaced with the revolver given that it's a unique weapon to MP2, and making the backup sidearm the beretta.

3. Difficulty. I probably should've played on a higher difficulty (the highest requires an appropiate save file or registry edit, but due to frequent uninstalls and reinstalls I often lack these), but I'm fairly sure the game's still easy on higher difficulties. This is obviously because of MP3's highly slowed down bullet time mechanics. Vanilla MP2 has a much shorter shootdodge, and a gradual-slowing down bullet time mechanic. The slower bullet time in the mod gives a massive advantage. My suggestion would be to adjust the AI or Max Payne's health to accommodate.

4. The inventory system mucks up a bit at times, but you've heard this one many times already.

Beyond that you've delivered fantastic work. I eagerly await your improved version. I do hope you consider some of my suggestions, though I might be in the minority with points 1-3.

+1 vote     reply to comment
The_Silver Creator
The_Silver Mar 4 2015 replied:

Hi, thanks for the kind words and for the feedback, both are always higly appreciated! :)

1. I think that your argument about the hit indicator is strictly personal, for example I feel the exact opposite, I find it useful and subtle enough to not be distracting, actually I miss it when I play other mods. So I'm sorry if you don't like it but since the majority of the people seems to like it, since I like it and find it useful, since it's an unique and original feature that you can't find in any other mods, and since it's a feature that makes MP2 a little closer to MP3, I think that I will leave it in.

2. I share your love for the Beretta, but untill MP3 the Beretta is EVERYWHERE, every MP1 and MP2 mod has it, so considering that my mod whants to be like a "transition" to MP3, and considering that variyng the guns a bit gives some needed fresh air, I think that I will prioritize variety and consistency to MP3 rather than strictly repeating the canon. This doesn't mean that I don't want to have the Beretta though, in fact I'm currently trying a workaround to include it anyway.

3. You're right, however remember that for a veteran player of MP2 it will always be easy, I can predict the position movement weapon and attack pattern of every single enemy in every single moment of every signle level, if I make the mod hard even for veterans like me then the majority of the people will throw their pc out of the window... However the "Enhanced Edition" will have an improved and more balanced set of difficulties, I currently play always at the highest difficulty and while I still don't find it hard I have really a lot of fun. I suggest to always play at the highest difficulty if you are familiar with MP2, it will be a lot more fun.

4. Yep, and hopefully most of the annoyances associated with it will be fixed with the Automatic Ammo Collection feature and the Replaced Weapon Drop feature included in the "Enhanced Edition".

+1 vote   reply to comment
Darkola Mar 7 2015 replied:

Thanks for your response! Will wait with great anticipation for the updated release. Will you release it this year?

+1 vote     reply to comment
The_Silver Creator
The_Silver Mar 10 2015 replied:

Yes for sure, but I can't be more specific now, it could be one month or six, real life priorities got in the way, I can't wait to return modding full time! :D

+1 vote   reply to comment
RayePenber Feb 25 2015 says:

That's a very well maintained mod, but it still requires some work.
First of, may i ask you, why don't you use Timothy Gibbs skin from Max Payne 3? I think this one looks much more accurate and better than McCaffrey's (original Max Payne 3 skin, modeled after him).
Second. Weapons. God i love quality, detailed MP3 weapon models. But...Why most of 'em are replacements? Why don't you port some more weapons as standalone (for ex, M972, Glock 17/18 mix, Taurus PT92 that replaces Beretta? But most of new weapons in mod is actually a replacements. It is very sad, cuz original Max Payne 2 arsenal is very, VERY poor. Could you please port some more weapons from MP3 to MP2E? Dat would be awesome, pardner.
Thanks for listening.

+1 vote     reply to comment
The_Silver Creator
The_Silver Feb 26 2015 replied:

Considering that IMHO Gibbs skin is the worst skin for MP ever (I'd reuse the MP1 skin rather than the soap-opera face of Gibbs... :P), and considering that this isn't MP2HD but wants to be an "evolution" of MP2 "toward" MP3 I think that a modified MP3 skin (younger, less wrinkles, never bald, growing 5o'clock beard, never full beard etc) is the best choice (and gives a good amount of level-specific variations).
The weapons featured in the mod are mostly the MP3 weapons that would fit the MP2 location, this is how I've chosen them, and there's no way to add more weapons because the MP2 engine is limited and doesn't allow to add more than 4 new primary weapons (and I already use these four slots for my mod, 2 as real weapons and 2 for mod features).
If MP2 engine wasn't that limited I wouldn't even had to chose what weapon to port but I would have simply ported them all (besides being able to easily delevop even more next gen features that the current ones), but despite how good still looks I have to face the fact that I'm still working on a 12 years old engine...

+1 vote   reply to comment
RayePenber Feb 26 2015 replied:

Yup, i know what you mean. I myself prefer Sam Lake as main protagonist. Hate all this hollywood-looking hero type which Gibbs undoubtedly represents. But i myself doesn't think MP3 skin looks younger oO
That's doesn't matter though, thanks for the explanation.
MP2 engine is limited in that? Holy Molly...Dude, i didn't know myself. Christ! So freaking sad.
Hm, wait. You have said you've added 4 new weapons, right? One is Max's primary sidearm - S&W M20 .38 revolver. Next ones is Mike Cowboy's RPK (or dat wuz RPD?) and Kaufman's grenade launcher. So what's the fourth weapon?

"but despite how good still looks I have to face the fact that I'm still working on a 12 years old engine..."

Hope you'll modify MP3 someday. It's not that bad game, but it's freaking NEEDS same old noir levels, quality plot and music. Graphic novels, at the end.

+1 vote     reply to comment
The_Silver Creator
The_Silver Mar 1 2015 replied:

I said "and I already use these four slots for my mod, 2 as real weapons and 2 for mod features".
The real "new" weapons are only the 38 Revolver and the Dual Sawed Off, the other two are the special Last Stand gun and the PumpShotgun (I had to scrap the vanilla pumpshotgun because it shares ammo with the sawnoff and breaks the limited inventory system).
The RPD used by Mike and the Grenade Launcher used by Kaufman are simply fake weapons coded in their skin, this is why you can't use them. This also gives you an idea about the workarounds I had to do all the time due to this old engine... :P

Say thanks to Rockstar, MP3 isn't nearly as moddable as MP2, it's a mess and it wouldn't even be fun to play and re play again due to the extremely annoying cutscenes, I played it and archived as the GTA-ish cousing of Max Payne, end.

+1 vote   reply to comment
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Max Payne 2
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Release date
Released Dec 31, 2013
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102 votes submitted.

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Highest Rated (7 agree) 8/10

I'm surprised at the things you were able to do with the Original Engine, and how you were able to get a functioning bullet time system and gun handling system like that of Max Payne 3. I like the little things in the mod, like how you can drink bottles of Kong Scotch and have that 'drunk' effect. Also how Max has periodical flashbacks in certain situations. The "Dead man Walking" feels just like Arcade mode in MP3, and that you took bits from other mods you made like Payne Effects 3 and Max Payne…

Jan 2 2014 by AntonioV

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Payne Evolution
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