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NOTE: This spoiler sent in by Zay.

The opening shot starts with Max Payne (Mark Wahlberg) in the water, he is drowning and comes up for air, gasping again and again. Then he gives up and starts sinking.  He comments on how there are many dead people at the bottom, all reaching up for him and the criminals are welcoming him as one of their own, but he didn't belong there - but soon no one would be left alive who would know any different.  As he is thinking that, he cuts to him walking and seeing his dead wife and implied dead child.

One Week Earlier

Two detectives walk in, one is showing another around and into the cold case files - both have been put on desk duty because of 'some unknown problem.'  Max Payne is sitting at the desk in cold case, looking at files.  The new guy tries to be friendly, but Max just shoots him a blank look and goes back to his files.  When the new detective asks the other what's going on, it is explained that his wife and son were both killed and to leave the man alone.  (You never see these two again - it was just to set up where Max Payne worked.)

Max Payne then goes and puts a file back into a drawer after slipping a paper into it.  A top shot of him cleaning his guns and then loading up.

He is walking down an underground subway station.  There are three junkies sitting on a bench, shaking - obviously needing a fix.  They look at Max walking past them and it zooms in on his watch, gold, ticking.  Max goes into the men's bathroom and the three follow him in.  One of the junkies drops a half-empty vial of something that was obviously a narcotic

Max washes his hands, putting the watch carefully on the side of the sink.  One of the thugs comes in, tells him that he wants the watch and it's his.  Max replies that it 'was' his, but it was pawned off.  The thug asks Max if he's following them, Max says no, and points to the man on the right - a small, squirrelly looking character with a mustache, saying that he's following him - Doug.

The big thug pulls out a gun and points it at Max's head, telling the small guy to get the watch.  As the man moves forward, Max grabs him, the gun fires, the mirror breaks.  One man goes running, the big thug is dead; the small guy is hiding in the stalls.  Max pulls out a big snub-nosed .50 cal revolver and starts blowing the doors away, the man running just ahead of the bullets under the stalls.  Finally, at the last stall, Max grabs the man and asks who his partner was, but the junkie just gibbers about wings - Max notices that there is a wing tattooed on the man's arm.

The other junkie who ran at the first sight of trouble is now running down the empty subway tracks.  Shadows appear on the wall, winged creatures following him making noises and rustles.  He falls to the ground, batting away the wings on his knees.  He is terrified.  Finally, he starts screaming and a train comes, making a satisfying squishing sound with a red flash.

Max is at a door; it opens, showing an overly dressed, oily looking character - Trevor (Andrew Friedman).  Max tells his snitch that the lead didn't pan out, the guy was crazy.  Trevor says he's out of ideas and tries to close the door on him, but Max muscles through and stares at Trevor's 'dinner party.'  He tells him that either he can come up with something new, or that he'll start frisking everyone in the party.  Natasha (Olga Kurlyenko) walks up and starts putting the moves on Max who notices that she also has a large tattoo of a wing on her arm - similar to the one on the junkie.  As they are talking, a smaller woman (Mona - Mila Kunis) who is leading a large group of thuggish men, comes up and asks what Natasha is doing there.  Natasha says she's safe and that Max is a cop, so she'll be fine.  When Mona grabs the other woman, Max breaks it up and Natasha leaves with Max.

Max is waiting for Natasha and goes into the back part of the club/house/party, looking through a crack in the door and seeing an orgy going on along with people drinking some of the blue liquid.  A man (Jack Lupino - Amaury Nolasco) steals up near him and they stare at each other, having a face down.  Jack has tattoos everywhere.  Natasha comes in and stands between the two men, taking Max away.

When they get back to Max's house, Natasha just wants sex and starts badmouthing the 'other woman' in Max's life.  This causes him to go into a quiet and scary rage and tells her to get out.  Natasha storms out and starts walking down the alley near Max's apartment.  She makes a call to Owen, asking him for a fix.  The wings on the walls start following her, fluttering back and forth.  She runs frantically down the alley, snow falling everywhere.  Jack is on the rooftops, looking down and smiling.  Finally, she falls and looks up, terrified.

Max is walking the next morning to the station and before he goes in, a siren sounds behind him and Alex Balder (his former partner played by Donal Logue) is sitting in an unmarked car, beckoning him over.  Max goes over reluctantly and gets into the car while Alex says that Max has to look at something.  They stop outside the alley where Natasha was last scene and there are blood-stained cloths all over the ground, obviously hiding body bits.  Max asks what's up, and Alex shows that Max's wallet was found in the crime scene next to the pieces of the body.  When Alex asks if Max knew the victim, he uncovers an arm, sees the wing tattoo and says yes.

Alex and Max then drive out to a bar, Alex trying to get Max out so that they could talk.  Max doesn't want to talk to Alex and accuses him of not working hard enough on his wife's case.  Alex obviously is distressed and depressed about that unfair accusation and the two men part ways very poorly.

Mona is sitting in on a meeting, looking fierce, when a lackey comes up and whispers in her ear and her eyes get shocked (being told that her sister died.)

Alex is at his desk and sees the tattoo on the woman's arm in a crime scene photo.  Suddenly he stops and looks at one of the crime scene photos from Max's wife/kid's murder and sees that one of the men that Max killed in his house that day had a similar tattoo.  He calls Max and tells him that he'll meet him over at Max's house, that he has a breakthrough.

Mona is sitting at a bar and a cop comes up, giving Mona information about the case and her call records, saying that she called Owen Green twice as the last message as well as a copy of Max Payne's driver's license in exchange for money - Mona looks at the copy with hate.

Max gets the message and goes home to find that his door is open.  He pulls out a gun and starts going through his house.  Alex is dead near a closet and in a flash an unseen opponent starts beating on Max.  Before he passes out from the beating, Max fires his gun multiple times.

He wakes up in a hospital with BB (played by Beau Bridges - it was Max's father's partner) next to his bed.  He tells BB that they need to look for the guy that killed Alex.  BB says that he's not a cop anymore and that all the fingers are pointing to Max as the killer and adds that Alex's wake is happening in a few hours.  Max tells BB that he's going to the wake and despite protests, gets up.  BB tells Max that they'll stop by his office to get him a clean shirt for the wake.

Outside on the street, people are lined up at a hot dog stand and a man in a nice shirt (Jason Colvin played by Chris O'Donnell) is reading a newspaper and sees the headlines of Natasha's murder and looks shaken.

BB and Max arrive at Aesir Building, where BB is the head of security, Max is amazed at how huge the building is.  Some people there know his wife and offer their support, including what looks to be the head of the company - Nicole Horne (played by Kate Burton.)  In her retinue it pans to the man (Jason) looking awkward.

Max and BB go upstairs to a lush office where BB gives Max a shirt and tells him that the company made a scholarship in Max's wife's name.

At the wake the other police officers give Max a cold shoulder and Alex's wife smacks him soundly across the cheek, saying that he was unkind to Alex and he brought nothing but despair to everyone and for Max to leave.  He does and the internal investigation detective Jim Bravura (Ludacris) pulls up and tells him he is needed downtown.  BB warns him about Jim as Max gets into the car.

Downtown, Max doesn't say anything to Jim, giving him no information about either case, obviously not trusting the man.  Jim gives BB one of his cards, telling him to get Max on track and BB tries to talk to Max as they both walk to the elevator.  At the last second, Max gets out of the elevator and rushes in the homicide unit, people there are swearing at him and threatening him, but he stalks straight for the head of the Division.  The office is empty and Max starts ripping through it, breaking open a locked drawer to find his partner's files.  There he sees that there is a connection between the two cases (the wings on his wife's and Natasha's) and finds Natasha's phone records and sees the Owen Green calls that were made.  He takes some of the information and flees through the window before the detectives barge in.

Max walks down a street and thinks people are following him, so he ducks into an alley where he find a very angry Mona who starts beating him with a metal sap, holding her trademark submachine gun with her other hand.  Max tells Mona that they're both looking for the same person and that Owen Green may have the answers.  Mona eventually stops after seeing that Max is sincere.

They head to Owen's apartment in the slums and walking up, hear screaming and yelling.  Watching them is the tattooed Jack Lupino, but he isn't spotted.  When they get into the apartment, Owen is going crazy near a big hole in the wall.  He sees the winged figures fluttering everywhere and starts saying how 'they took her' when asked about Natasha.  As he backs up near the hole, he grabs both sides with his fingers, holding on tight.  As the camera moves through the wall, one can see the huge winged creature pulling him from the other side.  It pulls, his fingernails come off, and he leaps backwards in the claws of the creature and then is dropped to the alley below.  Ending the scene is a shot of Jack looking down at the dead body from some high perch and Owen's arm that also sports a wing tattoo.

Max and Mona go to a tattoo shop where Mona says Natasha got all her work done.  The creepy tattoo artist tells them about the wings and says that they are Valkyrie wings, given to people so that they could go to heaven is to die in violence.  Die in sleep, you get nothing.  You get the wings for protection, he says, but when Max asks protection from what, he is silent and it cuts to Jack Lupino and his gang surrounding a man tied down in a chair.  Jack gives him some of the blue narcotic and the man drinks it up greedily, ripping through his restraints and crawling to where another vial of the liquid lay on the ground.  When he puts his hand out for it, Jack crushes his hand and the vial and then takes his machete and starts ripping him to pieces (seen in the shadows.)

Max and Mona are driving along the riverside and Mona asks Max to drop her off.  Max drives off and Mona goes up to one of the warehouses and asks for Lincoln (Jamie Hector.)  He has a distinct Jamacian accent and tells Mona that she's looking for Jack Lupino in a place called Ragnarok, and that the Devil has come up to make an army in these troubled times.  When she mentions Max Payne, Lincoln seriously tells her to stay away from him, because she doesn't want to be near him when judgment day comes.

Max heads to a storage lot where he has put all of his dead wife's things in neat, organized boxes in a shipping container.  He gets out the things that were on her desk the day she died and finds that all the folders are empty, someone took them all!  Then he notices that the logo for Aesir looks just like the wings that he had been seeing in the tattoos.

He goes to a restaurant where he was meeting with BB and asks him who the person is who was his wife's supervisor at the time.  BB says it was Jason Colvin and tries to get Max not to go to find him, but fails as Max storms out.  BB then calls Jim Bravura and tells him about what happened with Max's family at the same time Max goes to his old house and relieves the same events that are being told.

Max and his wife Michelle had a son, who looked just like him.  And they were in love.  One day Max came home and saw his house was broken into.  He killed two men he found upstairs and shot at one man who jumped through a window a disappeared.  His wife was dead on the bed and his child dead in the cradle.  After that he was a broken man.  BB tells Jim this so he understands where Max is coming from and tells him that Max is going off the deep end.

It's raining in an alley and Jason is getting drenched.  A limo pulls up and Jason gives Nicole Horne a file, it's Jack Lupino.  Nicole asks Jason if he's trying to blackmail her and Jason says no.  Nicole then orders Jason to take care of the problem.

Jason, still drenched, walks through the Aesir offices and gets his messages from his secretary who tells him a detective is waiting for him in his office.  Jason goes in to see Max looking at pictures of his wife and daughter and asks who he is.  When Max turns around, Jason apologies, saying that he didn't recognize him.  Max then asks Jason what his wife was working on and Jason, looking guilty, says that they don't keep files for that long.  Max then proceeds to beat him in his executive chair until he agrees to tell him everything as long as he's protected from the other person.  It was a drug that made 1% of the people superhuman and 99% of the people insane, seeing hallucinations and other crazy things.  Jason points to the folder that he showed Nicole and says that it's all in there, but he needs Max to protect him.  Meanwhile his secretary and other people are concerned, hearing his cries of pain when he was being beaten and call security.

Jim is also still in the building and watches as SWAT-like security people run through Aesir and decides to follow them.

When Max exits the office with Jason, the security person kills Jason and then tries to kill Max.  A bloodbath ensues where everyone is fair game if they get in between the security people and Max.  Max kills many of them, dives to get the envelope that is near Jason's dead body, and then runs away and into Jim.  Jim tells him to come in, but Max refuses.  Just when it looks as if something would happen between the two men, the wall explodes from the security people laying a charge and Max escapes.

Mona goes into her warehouse home and sees that it's been broken into.  She walks in carefully, gun first, to see Max sitting on her couch watching the promotional videos for Valkyr, a super drug for the military, obviously the cause of a lot of this.  Mona says that she can't help Max with Jack Lupino, it's too dangerous, she'll do anything, but not that.  Max replies that he'll do it and Mona asks him if he just wants to be killed because it'll reunite him with his family.  Max tells her that he really hopes that'll be how it works.

Jason is on top of Ragnarok and drinks some of Valkyr, roaring when it courses through him.

Max gets into the lower level of Ragnarok and goes on a shooting/killing rampage, taking down all the guards who are protecting what looks to be a huge scale production of Valkyr.  When he goes into a smaller office, Jack Lupino jumps down and starts fighting with him, obviously very strong and more powerful than Max.  He whispers that 'they' will have to choose whom they like best, him or Max.  Just when it starts looking very bad for Max, BB comes in and shoots Jack, killing him.

Max asks BB what is going on and that it wasn't Lupino who killed his wife because Max could tell Lupino had no idea who he was.  BB's second in command then lams him over the head and Max falls to the ground.

Max, BB and BB's second in command all are walking down to the river on the docks and BB reveals that he is the one who was behind everything.  He had Jack setup a huge distribution of Valkyr that was making oodles of money.  He had to tie up loose ends, so killed off Michelle - and he said that once he realized he could get away with that, he realized he could do anything.  BB then puts a couple of vials of Valkyr into Max's pocket, saying that it'll be seen as a suicide, that Max Payne was a junkie and finally took his own life.  They are about to tie a weight to his feet and throw him in when Max throws a few punches and escapes, diving into the water with BB and his 2nd shooting wildly and missing.  Finally BB says it's time to go and he'll freeze in the water anyways (ice is thickly covering most of the top of the river.)

We are now where the movie started.

Max has a flashback as he's drowning and sees his wife and child on the bed, alive and happy, but his wife's voice says, 'not yet.'  He then gets new energy and crawls to the dock, severely hypothermic and almost dead.  He pulls out the two vials of Valkyr and drinks them, suddenly feeling warm and the entire world seems to get turned into a blazing mess with the Valkyries flying overhead as the drug starts to affect him.

Jim starts a full-fledged investigation into his department, realizing that many people have been corrupted by Aesir and calls in the FBI.  One of the cops tells BB that the FBI is there and everything is going south.  BB flees down into the basement of Aesir where he is about to get into a car when people start getting shot, Max is still alive and killing everyone, so he and his second flee upstairs.  He calls Nicole and asks her for a helicopter on the top of Aesir, saying that the "Michelle Payne" incident has come back to them.  He tells his second to take C4 and cover the exit, blowing it so Max can't get up.

Max, meanwhile, is rampaging through the whole building, killing people without even seeing them first.  At the same time, he's seeing the wings and the Valkyries trying to swoop down and touch him and vacillates between being a hardcore killer and freaking out about all the fire and winged creatures that he's seeing through the ceiling and windows.  Mona finally pulls him out of a trance and gets him going again, saying he's not done yet and has to keep moving.

Jim is at the base of Aesir, having it surrounded by cops and tells them to find Max, but not to kill him.  They can hear gunfire and are trying to get up into Aesir.

Mona kills the 2nd in command, but he survives long enough to blow the C4 that explodes three floors of the building, causing a rain of glass and metal onto the cops below and also sends Max into a variety of hallucinations with the real fire interspersed with his visions.  Max makes it up to where BB is on the helipad; Nicole having ignored all his phone calls - leaving him for dead.  BB shoots him several times to no effect and then drops his gun, saying he'll give a confession.  Max ignores that and just shoots him.  After BB falls dead, Max goes to the tip of the helipad and kneels down, seeing the sunlight finally come up from the clouds.

He sees his wife and son again on the bed and goes to them, picking his son up, happy at last.  But again his wife's voice says "not yet."  It cuts back to him on the helipad on his knees with the cops surrounding him.

After the credits there is an extra where he goes into a bar and gets a beer, but the bartender gives him two and motions over to where Mona is waiting for him in a booth.  Mona says nothing, but passes over a newspaper that shows how strong Aesir is becoming and shows a picture of Nicole as the head.

Brought to you by

When Max Payne (Mark Wahlberg) confronts Jason Colvin (Chris O'Donnell) about his wife's death, Jason reveals the truth; that Aesir was the source of the Valkyr outbreak as it once was a military drug that has terrible side effects involving hallucinations involving winged devils. Max's wife had accidentally found out and that's why she was killed.  Colvin is soon killed right after this reveal by corrupt Aesir security forces.

Later, believing that Jack Lupino (Amaury Nolasco) was the third man responsible for his family's death, goes to confront him, only for B.B. (Beau Bridges) to kill Lupino. We quickly discover that B.B. was the third man.  He tries to kill Max who escapes. Max takes two hits of Valkyr to recover his strength and goes to Aesir to kill B.B.

With the help of Mona Sax (Mila Kunis), Max kills Aesir security forces then confronts B.B. who has been left to die by Nicole Horne (Kate Burton) the CEO of Aesir. Max kills B.B. and waits for the police to take him into custody though thanks to the work of Jim Bravura (Chris "Ludacris" Bridges) he has been cleared in the deaths of Natasha (Olga Kurylenko) and his old partner Alex Balder (Donal Logue).

A post credit sequence shows Max entering a bar where Mona has been waiting for him. She shows him a newspaper that tells Aesir stocks had soared (The Valkyr messed had somehow been buried and Nicole Horne is more powerful than ever). Max looks at Mona and realizes they aren't done yet.

Thanks Spectre!

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