Preview: "Max Payne 3" Demo Reveals 5 New Features, And 5 Returning Ones That Fans Will Love

When Rockstar sat me down behind the scenes at PAX East and asked me what I knew about Max Payne 3, I thought of the many changes coming to the series: the new game will be set largely in Sao Paulo, Brazil, and it'll sport tons of new features and mechanics. And Payne has aged some, which has caused the loss of his hair—or so I thought.

"It's something of a progression," Rockstar told me, adding that it's drastic events in the story that necessitate Payne's makeover. And what kind of Max Payne game would it be without drastic events, desperate times and dire circumstances?

Rockstar said they were thrilled when they purchased the rights to make the game, and though they're glad to be able to add their own new "Rockstar spin", they're being "very, very careful" to include plenty that old fans will respond to. Here's five examples of each.

The previous two Max Payne games have told their moody, noire tales in New York City, and Rockstar felt it was time to change things up a bit. The bulk of the game will likely take place in Brazil, though Rockstar was hesitant to confirm that—they don't want to give too much away just yet.

Sao Paulo will lend a much-needed sunny aesthetic to Max Payne 3, though it'll hardly be roses when Max gets up to his usual shenanigans.

But Max Payne is still a "dark, gritty story," Rockstar assured me. The levels I played at PAX East were indeed set in the Big Apple. It was clear they were flashbacks, and again, Rockstar wouldn't confirm whether New York remains only in Max's past.

The first mission at PAX was a close-quarters shootout through a bar that eventually spilled out into the gloomy streets; the second took place in the corridors and bleachers of a large stadium, with snipers (both enemies and friendly—Max's new partner, Raul, has your back) perched up high and shotgunners around every corner.

The game was not easy, particularly the stadium mission, and without the new cover system it would have been far too difficult. Unlike in other third person shooters, though, you won't be able to rely on the cover system to keep you safe from enemy fire. "Stay there too long," Rockstar said, and "the AI are going to flush you out."

One element of modern shooters that hasn't been added to the formula, though, is regenerating health. Plenty of developers have used it in recent years to augment the stop-and-pop gameplay of cover-based studios, but Rockstar felt that sticking with the traditional pill-based health system would appeal to fans and present more of a challenge.

Max's health is one of the only HUD elements you'll ever see on the screen, and popping some painkillers (found scattered throughout the missions) will restore it by about half. It's old school as hell.

Another recent development in shooters is the limit on how many weapons you can carry at a given time—the original Max Payne games allowed Payne to schlep around a full arsenal, despite how nonsensical that is. During the demo, though, Rockstar told me that "he's not Mary Poppins;" he can only carry three weapons at a time.

He doesn't have a magic purse that holds a dozen guns, and in MP 3, "you want to use everything that you come across," they said, because ammo can be scarce.

It wouldn't be a Max Payne game at all without "bullet time", the dramatic slow-mo feature that the original games simultaneously introduced and perfected. You can launch into bullet time with a click of the right stick and turn it off the same way, or go straight into a "shoot dodge"—Payne dives through the air as you're given ample time to aim—and initiate the slow-down that way.

A small bullet time meter depletes while it's activated and refills when you're not using it. And though it may sound overpowered, I found it difficult to perfect my aim while in bullet time, and I was constantly running out—you'll have to use it wisely to ensure that doesn't happen, though you can always turn on aim assist if you're not as hardcore as me.

Rockstar was pumped to show off what they could do with the Rage engine, the same one used for Grand Theft Auto IV and Red Dead Redemption, when it wasn't chugging away at rendering huge open worlds (Max Payne is quite linear, they admitted).

"When you take those technologies and put them into a linear game," they said, "you can really ramp up the presentation." As you can see in the screenshots, the graphics and environments are chock full of details, which will no doubt become more apparent the more time you spend with the game.

Unlike Dante's signature handguns, Max's choice automatics are as black as the game's tone, through and through. They're not actually called ebony and ebony, by the way—that would be idiotic.

But the twin berettas that have been with Max through thick and thin will remain a staple of his arsenal in MP 3.

Rockstar introduced multiplayer into their games with GTA IV, and their approach to online shoot-outs has evolved steadily through Red Dead to become what you'll be playing in Max Payne 3. A mix of traditional game types and "gang wars", it'll allow players to pull off any and all moves from the single player missions, including bullet time and shoot dodge.

When you initiate bullet time, any players in your line of site will experience slowdown as you pump them full of lead. Unfortunately, I wasn't able to sample any multiplayer at PAX, but the third person, cover-based shooting may just lend itself perfectly to online play.

Series fans should be especially relieved to learn that Max Payne stalwart James McCaffrey will be reprising his role as the introspective gun-for-hire. Rockstar's even taken his involvement in 3 one step further by modeling Payne's in-game character model after him.

Gone is the scowling, squashed face of past Max; arrived is the Cranston-esque McCaffrey, whose brooding, well-delivered monologues are punctuated by comic-book like word emphases that pop up on the screen during cut scenes. Along with the considerable static and distortion that peppered each cut scene, they were extremely effective, and McCaffrey's portrayal of Max is more poignant than ever.