Set two years after the events of the first game, the sequel finds Max Payne working again as a detective for the New York City Police Department (NYPD), while struggling with nightmares about his troubled past.

After being unexpectedly reunited with contract killer Mona Sax, Max must work with her to resolve a conspiracy filled with death and betrayal, which will test where his true loyalties lie.

Both playable characters have access to a wide variety of weapons to eliminate enemies, as well as a bullet-time ability, which slows down time during combat.

The bullet-time mechanic has been upgraded in the game to allow players to move faster as they kill more enemies, as well as reload weapons instantly.

Remakes of Max Payne 1 & 2 are in development by Remedy and will be published by Rockstar for PlayStation 5, Windows, and Xbox Series X/S.

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.

[5] Two years after the events of the first game, Max Payne (James McCaffrey) has been acquitted of the charges against him and reinstated in his old job as a detective for the NYPD, thanks to his connections to the Inner Circle secret society.

Max is also surprised to run into contract killer Mona Sax (Wendy Hoopes), who he thought had died two years ago.

Max heads to Vlad's restaurant to question him about the raid, only to find him under attack by mobsters led by their mutual enemy, Vinnie Gognitti (Fred Berman).

After eliminating Vlad's men, Mona suddenly betrays Max and attempts to follow her orders to kill him, but finds herself unable to do so because of her feelings for him.

[7] On 22 May 2002, Take-Two announced that they agreed to pay up to $8 million as incentive payments to 3D Realms and Remedy Entertainment to develop Max Payne 2.

[12] The game's plot was written by Lake, who decided to write it as a "film noir love story", as he felt that it suited Max's persona the best.

"[13] Lake remarked that basic, archetypal film noir elements found in many classics of the genre "can go a long way" when telling a story, and gave examples that included a hostile, crime-ridden city; a story that takes place late at night with heavy rain; and a cynical, hard-boiled detective down on his luck.

They also noted that the graphic novel format allowed the player to interpret each panel for themselves, explaining "the nuances are there in the head of the reader, and it would be much harder to reach that level with in-game or even prerendered cinematics.

The new physics engine allowed for certain actions that could not happen in Max Payne; boxes can be moved and follow the laws of gravitation, and explosion detonations make enemy bodies fall realistically.

This was done to encourage players to aggressively dive head-on into dangerous situations rather than crouching at a safe distance and waiting for enemies to come to them.

The game's end credits feature the song "Late Goodbye" by the band Poets of the Fall, the lyrics of which were based on a poem by Sam Lake.

[32] Jon Minifie of The New Zealand Herald appreciated the game's story, calling it an "entertainingly dark third-person shooter with a well-crafted, noir storyline".

In particular, Minifie praised Remedy for what he deemed a successful port of the game to consoles, especially for the Xbox, noticing that the version features visuals that look similar to those on the PC.

However, he found that the PlayStation 2 port was only "an okay job" that resulted in quality that was "considerably less easy on the eye", and asserted that it is outperformed by more powerful platforms.

[33] The Toronto Sun's Steve Tilley, who believed that Remedy did a "killer job" on Max Payne 2, felt that the company kept what was great about the previous game, "while everything else has been tweaked, overhauled and juiced up".

In addition, Tilley applauded Remedy for listening to fan complaints and resolving issues from the previous game, including improved dream sequences in Max Payne 2.

He was, however, disappointed with the general linearity of the game, and noted that players who are not interested in film noir themes will not enjoy them in Max Payne 2.

Concluding, Tilley commented that the game "has enough polish, cinematic flair and outright mayhem to thrill those who like their Sopranos with a dash of John Woo and a touch of Frank Miller.

Tom McNamara of IGN enjoyed playing in the film noir setting and believed that it adds dramatic depth to Max and Mona's story, "somehow [making] what's going on more important and interesting.

[28] In contrast, 1UP.com cited the final boss as an ending that inadequately completed an otherwise excellent game,[2] and the Sunday Times' Poole called the story "pungently cheesy".

[33] Max Payne 2's length disappointed critics, including GameSpot and IGN, which complained about the short story.

[26][28] Toose of the Sydney Morning Herald was also critical of the short single-player experience, but found that the higher difficulty levels and special "survivor" modes helped improve the game's replay value.