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-------------------------


                                        MAX PAYNE

                    Based on the Video-Game Max Payne Created by Take 2
                                       Interactive

                         Based on Characters Created by Sam Lake

                             Screenplay by Graham M. Paschall

                                       SECOND DRAFT



               INT. - UNDERGROUND CASINO, GAME FLOOR, NIGHT

               We open on a brilliantly lit underground casino, gamblers
               swarming all over the place.

               Everything is available: slots, poker tables, craps... the
               works.

                                                                CUT TO:



               EXT. - UNDERGROUND CASINO, NIGHT

               We can now see that the exterior of the casino is in sharp
               contrast to its innards:

               It is a dull building, falling apart in every corner, dirt
               and crud encrusted into the window edges.

               Two men step onto the screen, their backs to the audience.

               One is detective ALEX BALDER, a balding older man, he wears a
               wool suit and tie.

               The younger man next to him is detective MAX PAYNE, our
               protagonist.  Cool-headed and bold, Payne wears a more casual
               leather coat with a shirt and tie underneath.

               Both men wear N.Y.P.D. police badges around their neck.

               They stand before the building, twenty feet from it.

                                   ALEX
                         Chelsea Horne is in there. 
                         Gognitti too no doubt.

                                   MAX
                         Which means plenty of Nicole's
                         boys.

                                   ALEX
                         Not guilty 'til proven, Max.

                                   MAX
                             (sarcastic)
                         Yeah, of course.

                                   ALEX
                         Unfortunately for daughter Chelsea,
                         she just couldn't keep her coke
                         habit down.

               Max lights a cigarette, taking a long pull.

                                   ALEX
                             (cont'd.)
                         You're killing yourself.

               The younger man ignores his warning.

                                   MAX
                         How do you want to do this?

               Balder turns around, facing something that we do not see.  He
               turns back, his front again pointing away from us.

                                   ALEX
                         Wanna just trash the place?

               Now Payne turns, facing the unseen something.

                                   MAX
                         Sounds good to me.

               Max flings the cigarette on to the ground, stepping on it. 
               Both him and the older detective then move towards the
               building as we...

               ...pull back, revealing an entire S.W.A.T. army behind them,
               following the two detectives towards the casino.

                                                                CUT TO:



               INT. - UNDERGROUND CASINO, BACK OFFICE, NIGHT

               Within the small casino office sits CHELSEA HORNE, only 19
               and daughter of crime lord NICOLE HORNE.

               Along with two bodyguards, standing before Miss Horne is her
               cousin and Nicole's nephew, crime lord VINNIE GOGNITTI.

               Vinnie is in the middle of a rant.

                                   VINNIE
                         God damn it, you're not listening! 
                         Nobody in this family ever listens!

                                   CHELSEA
                         Christ, Vinnie, I just don't care. 
                         At all.

               The two bodyguards behind the young girl laugh amongst
               themselves.

                                   CHELSEA
                         (cont'd.)
                         I never do.

                                   VINNIE
                         Fucking great!  Like mother like
                         fucking daughter!

                                                                CUT TO:



               EXT. - UNDERGROUND CASINO, NIGHT

               Directly outside of the main entrance of the casino, an
               explosives technician with the S.W.A.T. team places a tiny
               explosive onto the double doors.

               Peering out of an alley ten feet away from the entrance is
               the small battalion of police as well as Max and Alex,
               leading the charge.

               Payne looks above the double doors, spotting a small camera
               moving back and forth in fine, rhythmic motions. 

               The detective turns towards the older man, nodding towards
               the camera.  Alex only shakes his head and taps his wrist
               watch.  It reads:

               12:31 a.m.

                                   ALEX
                         Barn's on duty tonight.

               The technician finishes his work. 

               He presses a red button, causing the device to blink
               silently.  The technician takes his place with the rest of
               the team away from the casino entrance.

                                                                CUT TO:



               INT. - UNDERGROUND CASINO, SECURITY ROOM, NIGHT

               Within a small security room sits rows upon rows of
               television sets, each showing a different part of the casino,
               inside and out.

               Before the rows of screens sits a portly fellow, a security
               guard, sleeping on the job, a thick novel spread out across
               his wide face.

               The fat man's name tag reads:

               BARNEY.

               A cell phone resting before the man's sleeping form begins to
               ring.

               Barney awakens with a start, throwing the book off of his
               head.  He snatches the phone off of the desk.

                                   BARNEY
                         Hello?

               On the other end, somebody responds.

                                   BARNEY
                         (cont'd.)
                         Oh, hey, I-

               He stops.  Something has caught his attention as his eyes go
               wide.  The phone drops from his shaking hand as we see what
               he sees:

               The center television screen, showing the entire S.W.A.T.
               army waiting just outside the main entrance.

                                   BARNEY
                         (cont'd.)
                         Holy fuck.

                                                               BACK TO:



               EXT. - UNDERGROUND CASINO, NIGHT

               Just outside the doors once more, the technician begins to
               mouth out the words to the rest of the S.W.A.T. members as
               well as Max and Alex:

               "Five... four..."

                                                                CUT TO:



               INT. - UNDERGROUND CASINO, BACK OFFICE, NIGHT

               Within the office, Vinnie continues speaking to a very bored
               looking Chelsea.

                                   VINNIE
                         And then time fucking slowed down-



               INT. - UNDERGROUND CASINO, GAME FLOOR, NIGHT -- CONTINUOUS

               BOOM!

               Outside the small corner office, the double doors of the main
               entrance are launched forward by a contained, fiery
               explosion.

               The casino patrons quickly scatter as the well-organized
               S.W.A.T. army trudges through the make-shift entrance,
               weapons at the ready.

               They are followed by Alex and Max, their respective handguns
               drawn.

                                   ALEX
                         Everyone down!

               Customers continues to zig-zag back and forth, some running
               through windows, others getting snagged by officers.

               The two lead detectives look past the ruckus and towards the
               back of the casino, towards Chelsea's office.

               The fine wooden door leading into the office bursts open as
               the two bodyguards spill out onto the game floor, firing
               their 9mm pistols.

               Three of the S.W.A.T. officers are snagged by the stray
               bullets.  

               Payne throws his friend's body out of the way as a fourth
               bullet penetrates the older detective's right arm.

               Max and Alex split from one another, diving behind cover as
               the two armed guards continue to fire upon the hidden
               detectives.

                                   MAX
                         You all right?

               Balder clutches his injured, bleeding arm.

                                   ALEX
                         God damn it!  Just shoot the
                         fuckers!

               Max peeks around the side of his hiding place, spying his two
               foes standing next to each other, firing an endless stream of
               bullets.

                                   MAX
                         Gun.

               Without thinking twice, Alex throws his gun to Max.  Payne
               catches the weapon and pulls a 180, spinning around the side
               of the blockade, brandishing both handguns.

               The younger detective opens fire, each shot connecting with
               the bodies of the gunmen.  Both collapse to the floor, their
               weapons clattering to the ground.

               Behind the fallen guards, Max spies first Chelsea running out
               of the office and then Vinnie.

               Payne turns towards the handicapped Alex.

                                   ALEX
                         Go!  Get 'em!

               The two cousins run deeper into the casino, Max right behind
               them.  Both the man and the woman come to a cross section of
               slot machines.

               Vinnie shoves the girl towards the left side of the fork in
               the path.

                                   VINNIE
                         Run!  Get out of here!

               As Chelsea runs away from her cousin, Vinnie faces the
               pursuing Max, his pure gold magnum in hand.

               Using just one hand, Gognitti takes aim and fires out three
               rounds just as Payne ducks behind one of the many slot
               machines.

                                   VINNIE (CONT'D)
                         Come on!-

               Just as the mobster attempts to shoot another round, Max
               falls to the floor outside of his hiding position, takes aim,
               and fires.

               The bullet from Payne's 9mm hits Vinnie directly in his
               firing hand, causing his entire body to turn, the round from
               his golden gun launching out of the weapon and into... 

                                   VINNIE (CONT'D)
                         Fuck!

               ...Chelsea's leg.

                                   CHELSEA
                         Vinnie, you fucking moron!

               As the crime princess falls to the ground, Gognitti clings to
               his gun as he clutches his bleeding hand.  Max approaches him
               slowly.

                                   MAX
                         Drop it, Vinnie!

               The golden weapon falls out of the young mobster's hand.

                                   CHELSEA
                             (shouting, pissed)
                         God damn it!  Rot in hell, Vinnie! 
                         Rot in hell!

                                   MAX
                             (eyes on Vinnie)
                         Chelsea Horne!  
                             (turns to Chelsea)
                         Shut up.

               Gognitti finds his opportunity as he squeals with pain and
               launches his body for the exit.

                                   MAX (CONT'D)
                         Fuck.

               Max takes aim and begins to fire.

               He hits only the slot machines as Vinnie makes his getaway.
               Behind Payne, Alex appears, clutching his wounded arm.

                                   ALEX
                         We'll get him, Max.  But in the
                         meantime-

               Both turn towards the still groaning Chelsea.

                                   ALEX (CONT'D)
                         -we got what we came for.

               Chelsea slowly tries to drag her body across the floor of the
               casino.  She makes it just two feet before sighing loudly and
               giving up.

               She collapses, unconscious.

                                                                CUT TO:



               EXT. - UNDERGROUND CASINO, BACK ALLEY, NIGHT -- TIME'S PAST

               Max wanders past two officers and into the back alley located
               behind the casino.

               The detective produces a cigarette from a ratty and torn pack
               within his jacket pocket.  He lights the smoke and takes a
               long drag.

                                                                CUT TO:



               P.O.V. - UNKNOWN -- CONTINUOUS

               From behind the smoking Payne, somebody creeps forward,
               towards the bend in the casino forming the thinned down
               alley.

                                                               BACK TO:



               EXT. - UNDERGROUND CASINO, BACK ALLEY, NIGHT -- CONTINUOUS

               The detective is blissfully unaware as he throws the
               cigarette onto the ground, stepping on it.

                                   MAX
                         Hold it.

               Payne, his face surprisingly unaware, reaches into his coat,
               pulls out his 9mm handgun and spins around in a quick,
               dizzying flash...

               ...and comes face-to-face with his personal femme fatale:

               MONA SAX.

               The sexy young woman only looks at the gun in her face.  She
               seems just as unaware as the detective.  She smirks.

                                   MONA
                         Not even a first date and you whip
                         that thing out?

               Max hesitates for a second before lowering the weapon.

                                   MAX
                         Get out of here, Mona.  You get
                         caught right now, it will be my ass
                         too!

               The woman's face goes serious.

                                   MONA
                         Did you get him?

               Beat.

               Payne lights yet another cigarette.

                                   MAX
                         No.  He got away again.  But you
                         know just as well as I do that we
                         came for Horne-

                                   MONA
                         Horne didn't kill my sister.

                                   MAX
                         Don't do this Mona.

                                   MONA
                         For someone who is all about
                         justice, you have a funny away of
                         showing it by giving a murderous
                         vigilante leads.

               Max stomps out the barely smoked cancer stick and turns to
               the woman.

                                   MAX
                         You know why I help you.  And if
                         you want that help to continue, you
                         will let us do our work and keep to
                         the shadows.

               Beat.

                                   MAX (CONT'D)
                         Go home, Mona.

               The femme fatale turns, walking towards the opposite end of
               the alley.

               She stops.

                                   MONA
                         I heard about the baby. 
                         Congratulations.

               Payne does not answer right away.

                                   MAX
                         Thank you.

               The detective produces yet another cigarette.  He lights it.

                                   MONA
                         Maybe now you'll stop killing
                         yourself.

               Max smiles slightly, but it quickly fades.

                                   MAX
                         Good night, Mona.

                                   MONA
                         Good night... Max Payne.

               With that, she walks away.

                                                               FADE TO:



               EXT. - PAYNE RESIDENCE, NIGHT

               Max's car pulls up to a moderately sized New Jersey suburban
               house.  The automobile comes to a stop as the detective steps
               out and excitedly heads towards the door.



               INT. - PAYNE RESIDENCE, LIVING ROOM, NIGHT -- CONTINUOUS

               Payne enters the house... it is strangely silent and not very
               well lit.

               Something is off.

                                   MAX
                         Michelle?  Honey?

               The detective reaches into his coat, unsnapping the gun
               holster around his side.  He moves forward, into the-



               INT. - PAYNE RESIDENCE,DINING ROOM, NIGHT -- CONTINUOUS

               Max rounds the corner into the dining area, coming face to
               face with-

               -the dining table, covered in candles and a large, romantic
               meal.  At the end of the table sits the detective's
               attractive wife, MICHELLE PAYNE.

               She smiles as she rises from her seat.  She wears a sexy red
               dress.

                                   MICHELLE
                         Glad you could make it, detective.

               Max smiles as the two lovers embrace.

                                   MAX
                         Where's Keily?

                                   MICHELLE
                         With Andrea.

               They kiss once more, this time with undenied passion.

                                   MICHELLE (CONT'D)
                         Are you hungry?

                                   MAX
                             (smiling)
                         God no.

               The two smile happily as Michelle turns around, running out
               of the dining room and up the nearby staircase.

               Max follows suit, laughing as he follows his wife.

                                                         FADE TO BLACK.

                                                               FADE IN:



               INT. - COURTROOM, DAY

               Within a large, open courtroom, we see that a trial is in mid
               progress.  The trial of Chelsea Horne.  She sits on the
               defendant's side, directly in front of... 

               NICOLE HORNE, her mother, the alleged head of one of the
               largest criminal syndicates in the entire city.  The older
               woman has a sickly look, her flesh hanging low amongst her
               entire skeletal frame.

               On the other side of the room, behind the district attorney,
               sits Max and Alex, both wearing suits.  The room is packed
               with more police officers, supposed criminals, and reporters
               looking for the big story.

               They all watch quietly and intently as the JUDGE begins to
               speak to the courtroom.

                                   JUDGE
                         Will the defendant please rise?

               Chelsea and her attorney rise from their seats.  The judge
               turns to the jury.

                                   JUDGE (CONT'D)
                         Have you reached a verdict?

               The HEAD JUROR rises from her seat.

                                   HEAD JUROR
                         Yes, your honor.

               She turns to the entire courtroom.

                                   HEAD JUROR (CONT'D)
                         Guilty... on all accounts.

               Chelsea bursts into tears as her mother only lowers her head. 
               The younger Horne turns to hysterics even as the judge speaks
               to her.

                                   JUDGE
                         Chelsea Horne, you have been found
                         guilty on all accounts of
                         possessing and trafficing the
                         illegal drug, Valkyr.  You will be
                         sentenced to a minimum of fifty
                         years in a maximum-security prison. 
                         Have you anything to say for
                         yourself?   

               The still screaming girl turns towards Payne.

                                   CHELSEA
                             (hysterical, shouting)
                         Fuck you Payne!  Fuck you!

               Max only watches the young woman as the entire court explodes
               with shouts and screams of protest from the attending public.

                                   JUDGE
                         Bailiff, get her out of here!

                                   CHELSEA
                             (shouting)
                         You're going to burn, Max! 
                         Your whole fucking family, I swear
                         to God!

                                   JUDGE
                         Get her out of here!

               The burly bailiff snatches Chelsea from behind, dragging her
               away.  She begins to scream for her mother.

               Max only watches as Nicole Horne rises from her seat with two
               bodyguards and makes her way out of the courtroom, the press
               close behind.

                                   ALEX
                         Come on.  We've got better things
                         to do.

               Both detectives rise and exit the courtroom along with the 
               members of the jury.

                                                                CUT TO:



               EXT. - COURTROOM, EARLY EVENING

               Outside of the legal building, Horne is led to her limo as a
               large crowd forms, reporters throwing microphones into the
               women's face with reckless abandon.

               In the midst of this, Max and Alex exit the courthouse. 
               Payne immediately locks eyes with the distant Nicole as Alex
               surveys the scene before him. 

                                   ALEX
                         What a god damn mess.

               Max does not even say a word as he watches the older woman. 
               She stares back, her face emotionless.

               As the limo rolls away, Nicole finally tears her face away as
               her blackened window rises, obscuring the view from outside. 
               Balder checks his rustic, golden pocket watch.

                                   ALEX (CONT'D)
                         Come on.  We've got to get back to
                         the office.

               Payne finally stops watching the limo and both detectives
               walk off screen.

                                                                CUT TO:



               INT. - PAYNE RESIDENCE, NURSERY, NIGHT

               Within the Payne house, Michelle raises their young daughter
               Keily up and down.  The infant giggles happily as Max enters,
               stroking his daughter's chin with his finger.

               The phone rings.  The detective kisses his young wife on the
               cheek and answers.

                                   MAX
                         Hello?

               A pause.  Max sighs.

                                   MAX (CONT'D)
                         Thanks.

               Payne hangs up the device and turns to his wife, face in
               hand.

                                   MICHELLE
                         What's wrong?

                                   MAX
                         Horne didn't even make the night. 
                         They found her cradled up in the
                         shower, bleeding to death.

               The woman lowers her child into her crib.  She walks towards
               her sulking husband, placing her hand onto his shoulder.

                                   MICHELLE
                         Hey, this is not your problem. 
                         That girl made enemies in that
                         place all on her own.

               Max looks up at his smiling wife.  She kisses him.

                                   MICHELLE (CONT'D)
                         Come on now.  It's late.

               Both exit the nursery.

                                                               FADE TO:



               INT. - HORNE'S LIMO, NIGHT

               Nicole sits in the limo, her face still not conveying any
               emotions.  Across from her sits a FOREIGN MAN smoking a
               cigarette, his face obscured by a long shadow.

               He speaks with a mild, Eastern European accent.

                                   FOREIGN MAN
                         You want him dead?

                                   NICOLE
                         No.

               She looks out the window once more.

                                   NICOLE (CONT'D)
                         His family.

               The foreign man only laughs as the limo speeds away into the
               slowly setting sun.

                                                         FADE TO BLACK.

                                                               FADE IN:



               INT. - POLICE HEADQUARTERS, DAY

               Within the nearly empty police station, Alex types idly on to
               his keyboard, filing reports for the station.

               Max strolls by his desk, on his way home.  He pauses in front
               of the older detective whom stops typing.

                                   ALEX
                         Max, before you-

               Payne cuts off Alex, raising his hand into the air.  With a
               sly grin, the younger man reaches into his coat pocket,
               producing his half-empty pack of cigarettes.

               Max points at the pack with his index finger and pulls out a
               single cigarette.  Alex smiles.

               Payne places the lone smoke back into his coat pocket and
               rests the pack and its remaining cigarettes on to Alex's
               desk.

               Balder watches intently, his arms crossed as Max, without a
               single word, balls his right hand into a fists and slams
               down, flattening and tearing the pack and its contents into
               small shreds and ribbons.

               Alex smiles and rises from his seat as Max slides the smashed
               pack off of the desk and into a trash can.

                                   ALEX (CONT'D)
                         Just make sure you have that final
                         one count.

                                   MAX
                         I wouldn't have it any other way.

                                   ALEX
                         You headed out?

                                   MAX
                         I'm going to go home and sleep with
                         my wife.

               The younger man smiles.

                                   ALEX
                             (jokingly)
                         Get the hell out of here.

               As Balder goes back to work, Payne exits the building.

                                                               FADE TO:



               EXT. - PAYNE RESIDENCE, EVENING

               Behind the nice suburban home, the sun is in its last stage
               of setting, turning the sky into a dark, blood red color.

               Payne's car pulls up to the front of the strangely quiet and
               forboding home.  Across the way sits a van for a cleaning
               company.  It reads:

               HAPPY CLEANING

                                                                CUT TO:



               INT. - PAYNE RESIDENCE, EVENING

               Max enters the home, closing the door behind him.

                                   MAX
                         Michelle, honey, I'm-

               Something is terribly wrong.

               Before Payne, a nearby desk that once stood near the door is
               overturned, papers scattered and flying around the room as
               wind blows through a broken window on the opposite end of the
               house.

                                   MAX (CONT'D)
                         Michelle!
                             (shouting)
                         MICHELLE!

               No answer.

               Not missing a beat, Max tears into his coat, producing his
               handgun from his side.

               The young detective, husband, and father storms through the
               hall, past more clutter and more damage to the household.

               He enters the-



               INT. - PAYNE RESIDENCE, LIVING ROOM, EVENING

               -the phone rings loudly, breaking the disturbing silence that
               had fallen over the house.

               Max grabs the receiver and places the device to his ear.

                                   MAX
                         There's been a break in!  Call the
                         police-

               The robotic voice of a female using a voice distorter
               replies:

                                   FEMALE (V.O.)
                         Is this the Payne residence?

                                   MAX
                         Yes.  And I need-

               Click.

               Payne looks at the receiver confused.  His attention is torn
               away from the phone as the ceiling above him creaks...

               ...movement from the second floor.

                                                                CUT TO:



               INT. - PAYNE RESIDENCE, 2ND FLOOR BEDROOM, EVENING



               CLOSE-UP:

               We watch as the tip of a shotgun is pointed at the head of a
               sobbing infant.

               The weapon is pulled away from the baby's face and is instead
               dragged to the face of one Michelle Payne.  She sobs a bit
               louder as an unseen man, the holder of the shotgun, cackles
               silently to himself.

                                                               BACK TO:



               INT. - PAYNE RESIDENCE, LIVING ROOM, EVENING

               Max's eyes stay glued to the ceiling as he moves towards the
               nearby pantry closet.

               He opens the door to the cabinet and moves an ironing board,
               revealing a large safe.

               Payne quickly scrolls in the combination and the safety latch
               clicks, swinging wide open, reveling-

               -a double-barreled shotgun.

               Max grabs the weapon, snapping back the gun's handle causing
               it to load with a solid click. 

                                                                CUT TO:



               INT. - PAYNE RESIDENCE, 2ND FLOOR BEDROOM, EVENING

               The mother and child continue to sob.

                                   MICHELLE
                         Please-

               A man, the LEAD HENCHMAN, lowers his face into frame.  He
               brings his mouth close to the woman's ear, revealing a
               grotesque set of disfigured and stained teeth.

                                   LEAD HENCHMAN
                             (whispering)
                         If you say another word... I'm
                         going to eat your daughter's face.

               The man laughs a horrid cackle as Michelle turns away from
               him, her face paralyzed with fear.

                                   MAX (O.S.)
                             (shouting)
                         MICHELLE!

               The man turns, facing the noise as well as two other henchman
               in the room.  He grits his teeth together.

                                   L.H.
                         Deal with it!  Go!

               The two other men, both dressed in cleaners' jumpsuits, exit
               the bedroom.

                                                               BACK TO:



               INT. - PAYNE RESIDENCE, 2ND FLOOR COMMON HALL, EVENING

               Max comes off the staircase, gun in hand, his face plastered
               with worry.

                                   MAX
                             (shouting, sobbing)
                         MICHELLE!

                                                                CUT TO:



               INT. - PAYNE RESIDENCE, 2ND FLOOR BEDROOM, EVENING

               The woman still clutches her baby, the gun still in her face.

                                   MAX (O.S.)
                         MICHELLE!  PLEASE!

               Tears well up in the detective's wife's eyes.

                                   MICHELLE
                             (shouting)
                         MAX!  MAX!

               The lead henchman faces the woman, his reddened face filled
               with rage.

                                   L.H.
                         You stupid bitch!

               Michelle produces a switchblade from her ankle and stabs
               forward, nailing the man right in the left foot.

               He screams, firing his gun into the air, the loose round
               causing the ceiling to come undone above him.  He continues
               to scream as Michelle rises to her feet, crying child still
               in hand, and shoves the man to the ground.

                                   MICHELLE
                             (shouting)
                         MAX!  THE-

                                                               BACK TO:



               INT. - PAYNE RESIDENCE, 2ND FLOOR COMMON HALL, EVENING

                                   MICHELLE (O.S.)
                         -BEDROOM!

               Payne runs through the empty hall, entering the-



               INT. - PAYNE RESIDENCE, 2ND FLOOR NURSERY, EVENING

               Within the baby's room, a mobile still spins peacefully above
               and empty crib.

               The serene sense of security is torn away as the two
               "cleaners" burst into the nursery, their weapons at the
               ready.

                                   MAX
                         N.Y.P.D.!  Drop it!

                                   HENCHMAN #1
                         Death!  Death is coming!

                                   MAX
                         Good answer.

               Payne opens up, the first shot hitting one of the henchmen in
               the chest, sending him flying backwards, his lifeless body
               smacking into the wall.

               Max spins around, dodging the other's missed shot.  The
               detective fires once again, this time striking the second man
               in the face, causing the "cleaner's" skull to explode
               outwards.

               Payne does not miss a beat and instead keeps moving, towards
               the bedroom door.

               It bursts open on its own, revealing Michelle, tears
               streaming down her face.  She clutches her child.

                                   MAX
                         Michelle!

               BANG!

               Max's wife's back arches forward as blood seeps through her
               white shirt... and through the now motionless child's
               sleeping gown.

               Tears well up in the young detective's eyes.

                                   MAX (CONT'D)
                             (barely audible)
                         Michelle...

               She falls, blood now pouring out of her mouth.  Behind her,
               we see the lead henchman, shotgun raised.

               Payne stays in his place, tears streaming down his angered
               face.  The lead "cleaner" begins to cackle.  He pulls the
               trigger and-

               Click.

               Max grind his teeth, anger and murderous rage filling his
               entire body.

                                   L.H.
                         Oh boy.

               Payne trudges forward, his fists balled in rage, tears
               falling onto the floor below his feet.

               He grabs the lead henchman at the shoulders, tearing his body
               off of the floor like he was weightless.

               The lead screams as Max throws him against the wall, savagely
               beating the man with all his strength.  

               As the beaten and tired lead slumps against the floor, Max
               stands over his body.  With a final shot, Payne raises his
               right foot and stomps down hard, killing the "cleaner."

               Beat.

               Payne wipes his eyes as he moves towards his motionless wife
               and child, cradled together on the floor.

               All is silent but for the mobile which continues its infinite
               trip.

               Max sucks in breath through his teeth, his gasps become
               louder and more forceful by the second.  Tears well up in his
               eyes once again, his face turning bright red.

               The detective leans over his dying wife.  She is barely
               coherent, blood seeping out of the corners of her mouth.

                                   MICHELLE
                             (gurgling)
                         Max... Max...

                                   MAX
                         No, no, no, no, no, no, hang in
                         there baby!

                                   MICHELLE
                         Max!

               Her beautiful body convulses wildly before going still.

               Payne bites his lower lip as he moves his trembling hand
               towards the head of his death daughter.  He attempts to
               cradle her only to abruptly pull back.

               His mouth opens for a loud scream but before we hear a sound
               we-

                                                                CUT TO:

               BLACK.

                                                               FADE IN:



               EXT. - CHURCH, DAY

               We fade into a rainy afternoon, water from the sky dropping
               to the ground, splattering against the faces of gargoyles
               that hang from the corners of a Gothic-style cathedral.

               A small crowd stands outside the doors of the church, every
               other person clutching an umbrella.

               All are dressed in black.

                                                               FADE IN:



               INT. - CHURCH, DAY

               We are now within the church's walls.  

               Mourners slowly make their way within the confines of the
               cathedral's tightly packed pews.

               A woman and child sit atop the alter, each playing a
               melancholy tune of death on their respective violins, though
               all noises and sounds are audio-less.

               To the left of the silent duet are two caskets, one large,
               one small.

               A mother and child.

               Before the coffins kneels a man, a broken husband and father.

               This is Max Payne, fallen detective.

               His face is sullen, emotionless.  Before his bowed head his
               hands clutch one another, shaking.

               From behind, a single hand is laid upon Payne's shoulder. 
               This hand belongs to his older partner, Alex.

               The husband and father rises from his kneeling position,
               turning around to face Alex as well as his sobbing wife,
               ANDREA BALDER.

                                   ALEX
                         Max, I'm-

               He is speechless, though his face says it all.  The older
               man's brow rises and falls as his eyes begin to well with
               tears.

                                   ALEX (CONT'D)
                             (softly sobbing)
                         I'm so sorry, Max.

               Within a quick second, Max's face becomes filled with emotion
               as he grabs Alex by the shoulders.

               The two embrace, Payne's face welling with tears as they let
               loose from his closed eyes.  Tears streaming down his face,
               Payne can only continue to sob as Alex pats his back.

               Max rises his head, staring past his partner and past
               Andrea...

               There, in the back, just a glimpse...

               ...Mona.

               The femme fatale holds herself, her face down and saddened. 
               She gasps sharply as her eyes lock with Max's for a moment
               before...

               ...disappearing, through the double doors of the church.

                                                         FADE TO BLACK.

                                                               FADE TO:



               I/E. - ONE MONTH LATER



               EXT. - RAGNA ROCK NIGHT CLUB, NIGHT

               We fade into the back of one man, standing before the massive
               double doorway of the Ragna Rock Night Club.  Loud industrial
               music blares from within. 

               He wears a black leather coat over a crisp white shirt and
               leopard-skinned vest.

               This is Max, once again, though now a different and changed
               man.

                                   NAR. (V.O.)
                         Some clues lead you to a furnished
                         office of business for some white
                         collar thrills and arrests.  Others
                         take you to the darkest recesses of
                         the city.

               The ex-detective looks down into his hand, staring at a
               business card.  It reads:

               RAGNA ROCK NIGHT CLUB

               COME GATHER.

                                   NAR. (V.O.)
                             (cont'd.)
                         This one lead me to hell to face
                         the devil incarnate.  The ones who
                         murdered my family.  The ones who
                         destroyed everything I had left.

               Max takes a cigarette out from a pack in his jacket pocket,
               placing it into his mouth.

               With his right hand, he produces a lighter, moving the device
               towards his mouth.  He ignites the lighter.

               But does not light the cigarette.  He places the smoke back
               into its pack and throws both the carton and his lighter into
               his pocket.

               He reaches back into his inner jacket pocket...

               ...this time producing a 9MM hand gun.

               Payne moves towards the front door of the club.

                                   NAR. (V.O.)
                             (cont'd.)
                         They were going to pay.  Just like
                         everyone else paid tonight.  They
                         were going to pay.

               He enters the-



               INT. - RAGNA ROCK, NIGHT -- CONTINUOUS

               Within the club, the music forces the floor to move beneath
               Payne's feet.

               Two armed men approach Max, each one brandishing a small,
               fully automatic machine gun.

               Using his right index and middle finger, Payne slides the gun
               up the sleeve of his leather jacket.  He then rises his arms
               in a T-shape, adjacent to his head.

               One of the armed men stays still, keep his aim steady.  The
               other approaches Max, letting his weapon down.

               Payne is quickly searched by the guard, his waist and legs
               patted down.

               Nothing.

               While the checker pulls away, the other guard nods, lowering
               his weapon.

               Max enters the...



               INT. - RAGNA ROCK, DANCE ROOM, NIGHT -- CONTINUOUS

               Dancers hop up and down in time with the hard rock music.  A
               D.J. spins records in the corner while a bartender serves
               drinks at a crowded bar.

               Among each of the four corners in the large, spacious room is
               a female pole dancer, moving and grinding along with the
               clubbers.

               Max moves through the crowd with a disjointed look.  The
               dancers seem to move in a trippy slow-motion.

               Payne keeps his gun by his side.

                                                                CUT TO:



               INT. - RAGNA ROCK, CLOSET, NIGHT

               Within a broom closet comes the sounds of orgasmic delight.

               A husky man with a gun holster thrown over his shoulder pins
               a woman against the wall, her legs wrapped around his
               backside.

               They both moan with animalistic pleasure.

               The woman grabs the man's chin with her right hand, pulling
               his face close to her's for a kiss.

               With their faces mere inches away, she moves her hand,
               grabbing the loose flesh on his neck.  The man's eyes bulge
               wildly.

               The girl flicks her wrist sharply to the right, snapping the
               man's neck.  His body goes limp as it slumps towards the
               floor.

               Blood lightly drips out of his mouth.

               The woman uses her left foot to nudge the corpse away from
               her feet. 

               She kneels down quickly and grabs the man's gun and a set of
               keys.

               This is MONA SAX.

                                                               BACK TO:



               INT. - RAGNA ROCK, DANCE ROOM, NIGHT

               Payne moves through the crowd, making his way to the bar.

               He forces his way through couples and singles, gracefully
               dodging everyone's eye.

               He finally comes face-to-face with the BARTENDER.

                                   BARTENDER
                         What'd ya havin'?

                                   MAX
                         Vinnie.  Now.

               The bartender looks up quickly, catching Payne's eye.  He
               reaches under the table, producing a small handgun.

               Max grabs the man's entire hand, squeezing it with a
               horrendous crunch.

                                   MAX
                             (cont'd.)
                         Touch that button and you lose the
                         hand.

               We see that the bartender's left hand is under the bar, the
               index finger mere inches away from a small red button.

               He pulls back his left hand, placing it on the top of the
               bar.  The gun clatters out of his right as Payne gives a
               harder squeeze.

               None of the patrons seem to notice.

                                   MAX
                             (cont'd.)
                         Where is he?

                                   BARTENDER
                             (nervous, shaken)
                         The conference room... upstairs...
                         but-

               The detective snatches up the bartender's fallen weapon,
               concealing it under his coat.

               He lets go of the nervous man's hand.

                                   MAX
                         I hear a single alarm, and I am
                         going to personally come back down
                         here and obliterate your face.

               The bartender nods his sweat-plastered head.

               Max moves away from the bar.  The bartender clutches his
               damaged hand.

                                                                CUT TO:



               INT. - RAGNA ROCK, WEST HALL, NIGHT

               We cut back to Mona Sax.

               She is in a more quiet area of the night club, by the
               Penthouse suites.

               She clutches the dead guard's revolver in her hand as she
               skulks down the hallway.

                                                               BACK TO:



               INT. - RAGNA ROCK, DANCE ROOM, NIGHT

               We re-visit the bar.

               The bartender holds a phone in his left hand, up to his ear.

                                   BARTENDER
                         Yeah... he's here.

                                                                CUT TO:



               INT. - RAGNA ROCK, EAST HALL, NIGHT

               Max, holding a gun in each hand, walks with purpose and
               stride down the middle of the wide-open hall.

                                   NAR. (V.O.)
                         One month ago, they killed my
                         family.

               He rounds a corner, now facing a new hallway.

                                   NAR. (V.O.)
                             (cont'd.)
                         They where killed by drug pushers. 
                         Dealers of the newest rage, Valkyr.

                                                                CUT TO:



               INT. - RAGNA ROCK, DANCE FLOOR, NIGHT

               We cut to a man and a woman sitting at a booth in the Ragna
               Rock night club.

               The woman, holding a syringe, walks over to the man and sits
               on his lap.

               She pushes the needle into the man's arm, his eyes widening,
               a sickening grin enhanced on his face.

                                   NAR. (V.O.)
                         It turns the everyday loser into a
                         king... and a madman.

                                                               BACK TO:



               INT. - RAGNA ROCK, WEST HALL, NIGHT

               Max continues to move down the hall.

                                   NAR. (V.O.)
                         Vinnie Gognitti is supposedly the
                         lead distributor for the entire
                         city.  I learned this from his
                         right-hand man...

                                                                CUT TO:



               INT. - SMALL ROOM, NIGHT -- FLASHBACK

               A man sits tied to a chair.  Max stands before him, his hands
               balled up into two fists.

               The mystery man is Gognitti's right-hand assistant. 

                                   NAR. (V.O.)
                         ...after I broke his fingers.

               In a quick flash, Payne grabs the man's hand, snapping back
               two of his fingers.

               The assistant screams in terrible pain.

                                                               BACK TO:



               INT. - RAGNA ROCK, WEST HALL, NIGHT

               Back to Payne.

                                   NAR. (V.O.)
                         Tonight, Vinnie was going to die.

               A blaring alarm goes off within the hall.

                                                                CUT TO:



               INT. - RAGNA ROCK, DANCE FLOOR, NIGHT

               Within the dance room, the music abruptly shuts off.  

               The strobe lights stop their hypnotic flashing and are
               replaced by the illumination of the actual florescent bulbs
               on the ceiling. 

               Guards begin to appear, waving their weapons around as they
               shout at the patrons, forcing them to leave.

                                                                CUT TO:



               INT. - RAGNA ROCK, EAST HALL, NIGHT

               The sirens still going off, Mona puts up her gun, taking a
               defensive position.

               Her body picks up speed as she moves down the hall with new
               vigor.

                                                               BACK TO:



               INT. - RAGNA ROCK, WEST HALL, NIGHT

               Max sidles up with the wall, pulling his guns close to his
               body.

               Down the hall a ways, a pair of double doors open.  A single
               guard, brandishing an AK-47 machine gun, enters the hall.

               Payne ducks away into a small nook within the wall.

               The guard looks around a few times before moving back into
               the room in which he came.

               There is a click, and the doors are locked.



               INT. - RAGNA ROCK, CONFERENCE ROOM, NIGHT

               The GUARD, now inside the conference room, finishes locking
               the double doors.

               He turns around, facing a long conference table.  Sitting at
               the head of the table is VINNIE GOGNITTI, a younger looking
               man with longish hair and a pair of aviator sunglasses on his
               face. 

               To his right, is his assistant MARX, a heavier man in his mid
               forties.  He cradles a bandaged right hand.  The remaining
               seats are filled with various men in business suits. 

               In the center of the table is a large metal safe, it's door
               open wide.

               Within the safe are rows of containers of the Valkyr drug. 
               This is a bidding war for the illegal substance.

               On the other side of the table, behind Vinnie, is another set
               of double doors, also being locked.

                                   GUARD
                         It's clear.

                                   VINNIE
                         Fucking Payne!  That son of a
                         bitch!  It's fucking Payne!

                                   MARX
                         He can't get in here, Vinnie. 
                         Relax.

                                   VINNIE
                         Yeah... and then there's fucking
                         bombs going off and everyone's dead
                         but me and him!

                                   MARX
                         Vinnie, please.

               Marx turns to the guard.

                                   MARX
                             (cont'd.)
                         Is the dance floor cleared?

               The guard grabs his walkie-talkie, placing the speaker up to
               his mouth.

                                   GUARD
                         Jonas, come in.

               No response.

                                   GUARD
                             (cont'd.)
                         Jonas.

               Still no response.  Just static.

                                   VINNIE
                         Fucking Christ!

                                                                CUT TO:



               INT. - RAGNA ROCK, WEST HALL, NIGHT

               A man lies in the middle of the hall, a knife sticking out
               his back, where his shoulder meets his neck.

               This is Jonas.

               The walkie-talkie on his belt cackles to life.

                                   GUARD (V.O.)
                         Jonas.

               We pull back, revealing Max Payne standing over his body.  He
               kneels down next to the corpse.

                                   NAR. (V.O.)
                         Sometimes, killing these nameless
                         thugs seemed too easy.

               Payne rises back to his feet, weapons still in hand.

                                   MAX
                         Shit.

                                   NAR. (V.O.)
                             (cont'd.)
                         Except this one wasn't mine.

                                                                CUT TO:



               INT. - RAGNA ROCK, CONFERENCE ROOM, NIGHT

               The body guards scurry as Gognitti sweats bullets in the
               corner.

                                   VINNIE
                         The door!  Just cover the fucking
                         door!

                                   MARX
                         Vinnie!

                                                                CUT TO:



               EXT. - RAGNA ROCK, CONFERENCE ROOM, NIGHT

               Mona stands outside the door of the conference room, her face
               against the wood.

               She listens:

                                   VINNIE (V.O.)
                         God damn it, Marx, don't give me
                         your bullshit!  You wanna fucking
                         die!?

               The femme fatale digs into her hair, producing a small clip. 
               Unwinding the twisted metal, she uses it as a lock pick on
               the door.

                                                               BACK TO:



               INT. - RAGNA ROCK, CONFERENCE ROOM, NIGHT

               Marx is now fed up.

               He leans forward, barking down towards the cowering gangster.

                                   MARX
                             (shouting)
                         No one's gonna be dyin' tonight but
                         that rat bastard cop!

               The double doors slowly open up, revealing the calm and
               controlled silhouette of Mona Sax.

               All turn to face her.

                                   VINNIE
                         It's Payne!

               Mona steps forward, revealing herself.

                                   MONA
                         Not quite.

                                   MARX
                         Who the fuck?

               Sax raises her large magnum handgun, and squeezes off a
               single shot.

               The bullet smacks right into Marx's forehead, blood
               splattering backwards and onto Gognitti.

               The gangster trembles violently, his eyes closed, head down.

                                   VINNIE
                             (shouting)
                         What the fuck are you waiting for!? 
                         Shoot the fucking bitch!

               He looks up.  

               Everyone's dead but Mona.  Blood flows from the ceiling,
               wounds, and onto the floor.

               Sax strokes a silenced pistol with her bloody right hand.

                                   VINNIE
                             (cont'd.)(shouting)
                         What the fuck!?

               The blood drenched woman produces a bound butterfly knife
               from her pocket, swinging it around and producing the blade
               itself.

               Vinnie's bottom lip begins to tremble as Mona steps forward.

                                                                CUT TO:



               EXT. - RAGNA ROCK, EAST HALL, NIGHT

               Max now travels down the eerily quiet East Wing of the night
               club, gun at the ready.

               He moves towards the wide open doors of the conference room. 
               A low scuffling noise comes from within, followed by a
               guttural whimpering noise.

               A final shuffle, followed by the final sound of a door
               opening, and everything goes silent once again.

               Payne now runs forward, his handgun pointed outwards.

               He comes to the door, rounds the corner, and enters the-



               INT. - RAGNA ROCK, CONFERENCE ROOM, NIGHT -- CONTINUOUS

               Max moves forward, pointing his weapon in each direction,
               sweeping the room.

               Nothing.  Only dead bodies... and Gognitti.

               Payne lowers his weapon.

                                   MAX
                         Damn.

               We reveal Vinnie, his back against the far corner, two knives
               pinning his arms to the wall.

               We pan down, lower, around the gangster's waist.

               His shirt is pulled up as his small intestine begins to push
               forward, through the gaping hole in his stomach.

               He is still alive, blood pouring from his mouth.

               Max moves forward slowly.

                                   VINNIE
                             (gurgling)
                         That bitch!

                                   NAR. (V.O.)
                         If this were any other faceless
                         thug, I might just have shot him in
                         the head, putting him out of one of
                         the worst pains of his entire life.

               Vinnie pulls away from the wall, gasping in pain.

                                   NAR. (V.O.)
                             (cont'd.)
                         But this was Vinnie Gognitti,
                         criminal mastermind...

               Max places the tip of his handgun to Gognitti's temple.  The
               wounded gangster speaks through his own blood:

                                   VINNIE
                             (gasping)
                         Kill... me...

                                   NAR. (V.O.)
                         ...and the leader of the pack of
                         savages that killed my wife and
                         daughter.

               Payne lowers the weapon and moves in close, his mouth mere
               inches away from Vinnie's ear.

                                   MAX
                             (whispering)
                         You deserve this.

                                   VINNIE
                             (gasping, barely audible)
                         I... I know.

               Max pulls back, looking at the dying gangster with a sense of
               surprise.

               With a final, dramatic gasp of air, Vinnie's head slumps.

               He dies.

               Payne pulls away from the pinned corpse.  He begins to walk
               away when-

               CLICK.

               The pin of the 9mm handgun currently pointed directed between
               Max's eyes is pulled.

                                   MAX
                         Mona...

               We pull back, revealing-

               Mona Sax, once again.

                                   MONA
                         We've got to stop meeting like
                         this.

               She lowers the weapon.

                                   MAX
                         What are you doing here?

                                   MONA
                             (motioning towards
                              Gognitti)
                         I see you've noticed my handiwork.

                                   MAX
                         It's sloppy.  You're begging to be
                         caught.

               The femme fatale takes offense.

                                   MONA
                             (jokingly)
                         This coming from you, Max? 
                         Honestly.  
                             (serious)
                         Besides, he killed my sister and
                         your family.  You know they deserve
                         wha-

               BANG!

               Mona lurches forward, her body going limp.

               Payne reaches out, grabbing hold of the fallen woman.  She
               drops her gun.

               As they both slide to the ground, blood seeping through Sax's
               shirt, Max catches a glimpse of the gunman.

                                   NAR. (V.O.)
                         Just when you're doing that cool
                         dialogue thing, a something steps
                         out of the shadows, gun at the
                         ready.  He puts an end to it with a
                         single period.  A single shot.

               The man smirks gleefully and slides away, through the hall.

               Mona grabs hold of the lapel of Payne's leather jacket.

                                   MONA
                         Max-

                                   MAX
                         Try not to speak.  Stay still.

                                   MONA
                         Look at me... I've become such a
                         damsel in distress.

                                   MAX
                         Mona, please-

                                   MONA
                         Stay with them Max... don't let
                         them...

               He's losing her.

                                   MAX
                         Mona, hang in there!

                                   MONA
                         I'm sorry, Max... I'm so sorry...
                         your family...

               Blood seeps out of her mouth... her body goes limp... she
               dies.

               We hear the low wail of police sirens in the distance, from
               outside.

               Payne gently rests the head of the woman on to the ground.

               He leans forward, kissing her forehead.

               We hear her name whispered: 

               Mona.

               Max rises to his feet.  The sirens get increasingly closer
               and louder.

               The fallen officer continues to walk forward.  He never turns
               back.

                                                                CUT TO:



               INT. - RAGNA ROCK NIGHT CLUB, NIGHT

               We come back to the bartender, now cowering by a pay phone,
               the receiver up to his ear:

                                   BARTENDER
                             (cont'd.)
                         Yeah!  The fucker walked right into
                         the place!... No... You can be sure
                         of it, boss!  I-

               The bartender is cut off as a door opens and closes behind
               him.

               He drops the phone.

               We reveal Max Payne, now standing in the room, brandishing a
               sawed-off shotgun in his right hand.

                                   MAX
                         What did I tell you?

                                   BARTENDER
                             (cont'd.)
                         That you'd-

               BANG!

               With a single shot from the weapon, the bartender's flesh on
               his face becomes all but non-existent.

               Blood sprays outwards, drenching the pay phone.

               The portly man drops to the ground and Max keeps on walking,
               right towards the exit.

                                                               FADE TO:



               INT. - APARTMENT, NIGHT

               We are now in the home of Max Payne.

               It is a decrepid, single room apartment with a small bathroom
               attached.

               Time and rage has taken its toll on the tiny living space.

               Max sits in the center of the room, his body spread out atop
               a generic, fake leather chair.

               In one hand, he clutches a bottle of spring water.  In the
               other, an unidentified bottle of pills.

                                   NAR. (V.O.)
                         In the slums of New York City is
                         where I now make my home.

               Payne tiredly pops the top off of the pill bottle.

                                   NAR. (V.O.)
                             (cont'd.)
                         But it wasn't always like this. 
                         Not at all.

               He takes a single shot from the bottle, easily four or five
               pills thrown into the back of his throat.

               Max swigs from the bottle of water.

                                   NAR. (V.O.)
                             (cont'd.)
                         The pills would make the pain go
                         away...

               His eyes flutter.

               His heads drops back, over the edge of the chair.

               Max Payne passes out.

                                                                CUT TO:



               BLACK.

                                   WOMAN (V.O.)
                             (whispered)
                         Max...

                                                               BACK TO:



               INT. - APARTMENT, NIGHT -- TIME'S PAST

               Payne's eyes open wide.

               Everything is still dark, but in a dream like trance.  The
               entire interior of the room is coated in a dark, reddish hue.

                                   WOMAN (V.O.)
                             (shrieking)
                         MAX!

               The detective gathers himself, jumping up off of the seat.

                                   WOMAN (V.O.)
                             (cont'd.)(shrieking)
                         MAX!  WHY, MAX!?  WHY!?

               Payne reaches into the inside of his jacket.

               His pistol is gone.

               A baby screams from somewhere off screen and in the distance.

                                                                CUT TO:



               INT. - BEDROOM, NIGHT

               A man wearing a cleaner's jumpsuit cackles wildly as he
               points his gun at something out of sight.

               We reveal his target: a sobbing woman clutching a small
               infant in her arms.

               This is Max's wife, MICHELLE PAYNE, and daughter.

                                                                CUT TO:



               INT. - LONG HALL, NIGHT

               Payne runs down an impossibly long hallway, doors on all
               sides.

               His mouth opens as if he is shouting, but all is inaudible
               except for a feint heartbeat.

                                                                CUT TO:



               INT. - BEDROOM, NIGHT

               The man continues to point the weapon.  Behind him, two
               others appear, also brandishing guns.

                                   MICHELLE
                         No!

               BANG!

               A single bullet leaves the weapon of the first thug.

                                                               BACK TO:



               INT. - LONG HALL, NIGHT

               BANG!  BANG!  BANG!

               Max hears the shots ring out.

               He runs faster, followed by more inaudible shouting.

                                                               FADE TO:



               INT. - BEDROOM, NIGHT

               Max is now in the bedroom.  The bodies of his wife and baby
               daughter lie spread out on the bed, covered in blood.

               The three thugs look up, their faces contorted in an
               unnatural way.

                                   THUG #1
                             (demonic)
                         Payne!

               Max raises up a gun that has inexplicably appeared in his
               hand.

               He fires off three rounds, each one smacking into the
               forehead of the each of the thugs.

               They fall to the ground, their bodies fading completely away
               before actually touching the floor.

               We go back to Max, the weapon now no longer in his hand.  It
               has somehow disappeared.

                                                               FADE TO:



               INT. - BEDROOM, NIGHT -- CONTINUOUS

               Payne now stands before the bed, staring down at the corpses
               of his wife and child.

                                   MAX
                         No, no, no!  No, please God, no!

               The dead woman's eyes open, blood pouring out of her ocular
               cavities.

               She slowly rises upwards.

                                   WOMAN
                             (whispered)
                         Why?

               The bleeding child unleashes a sharp cry.

                                                                CUT TO:



               INT. - APARTMENT, NIGHT -- TIME'S PAST

               Max Payne awakens.

               A phone within the room rings loudly.

               The detective fumbles a bit before snatching the phone off of
               its receiver.

                                   MAX
                         Hello?

               We only get to hear one half of the conversation.

                                   MAX
                             (cont'd.)
                         Where are you?... I need to speak
                         with you immediately... No... No.

               There is an extra long pause in the conversation now.  Max
               says nothing.

                                   MAX
                             (cont'd.)
                         I understand... I'll be there.

               He hangs up the phone...

               ...and just stares.

                                                               FADE TO:



               INT. - RAGNA ROCK NIGHT CLUB, NIGHT

               Police tape now lines every door of the empty night club.

               From within, two C.S.I. Officers remove Vinnie's mutilated
               body from the wall.

               Alex Balder watches, his hands by his hips.

               A ROOKIE police officer enters, moving right towards Balder.

                                   ROOKIE
                         We got twenty-four dead, no
                         injured's.  We got the security
                         tapes too.  It's got the woman we
                         found on the ground as well as...
                         well, you're not going to believe
                         this.  

               The rookie cop moves to one of the screens in the room,
               placing a blank video cassette into a VCR underneath the
               television.

               The screen flickers to life as we are treated to images from
               earlier:

               That of ex-detective Max Payne killing anything that got in
               his way.

                                   ALEX
                             (to self)
                         Max... why this, why now?

               The veteran officer sighs and turns to the rookie.

                                   ALEX
                             (cont'd.)
                         I want every available officer on
                         this.  I want Detective Payne
                         brought in alive, do you
                         understand?

                                   ROOKIE
                         Yes, sir.

               The younger officer walks away.  Balder sighs once again.

                                                                CUT TO:



               INT. - HORNE'S OFFICE, NIGHT

               We fade to the small, through luxurious, office of NICOLE
               HORNE, the head of the largest unknown crime syndicate in New
               York City.

               Behind her, their faces covered by shadows, stands two body
               guards.

               Across from her, sitting in a vastly less superior and creaky
               chair is ABE LOVECRAFT, a snake-ish looking hitman covered
               from head-to-toe in red leather. 

               Behind Lovecraft stands two associates, BOB and JACK, both
               wearing similar gear.  

               All three men brandish motorcycle helmets.

               Nicole taps her finger nails across the front of her desk as
               she speaks to the men, specifically Abe.

                                   NICOLE
                         Payne.  How much and how long?

                                   ABE
                         Detective Payne is what we like to
                         call a... "tall order."

                                   NICOLE
                         God for-fucking-bid you shoot him
                         when you had the chance!

                                   ABE
                         You paid for Sax.  I delivered. 
                         Your ex-detective is going to cost
                         you a bit more.

                                   NICOLE
                         First he sent my daughter to her
                         death, and last night he killed my
                         nephew.  Money is no object.

                                   ABE
                         So Vinnie finally bit it, eh?

               The crime lord rises to her feet, slamming her fists against
               the desk.

                                   NICOLE
                             (shouting)
                         God damn it, Abe!

                                   ABE
                         Fifty, and it'll be done by the end
                         of the month.  Seventy-five, a
                         week.  One hundred, I can have his
                         head delivered to you within twelve
                         hours.

               Horne turns to the window.

                                   NICOLE
                         One hundred, done.  Go.

                                                               FADE TO:



               INT. - WODEN'S HOME, STUDY, NIGHT

               We move through the study, following a pair of legs.

               They belong to Max Payne.

                                   NAR. (V.O.)
                         Alfred Woden was one of the most
                         powerful men in the entire city. 
                         His influences were great, from the
                         lowliest of thugs to the most
                         powerful of politicians.

               Softly, and in the background, we hear slow classical music
               playing on a xenograft.

               We move forward even further, coming to a fireplace at the
               foot which sits a man in a wheel chair.

                                   NAR. (V.O.)
                             (cont'd.)
                         He was one of those old school
                         gangsters: the ones who shot up
                         three police cars just to get a mug
                         of rum to a needy speak easy.

               This is ALFRED WODEN, a secretive man who hold power in both
               political parties as well as criminal syndicates.

               He has seen much in his many years as evidenced by his
               crippled condition and the patch that covers his left eye.

                                   NAR. (V.O.)
                             (cont'd.)
                         He became my confidant and ally in
                         my war on Valkyr.

               The older man drinks a small cup of coffee.  He speaks to Max
               without turning around to face him.

                                   ALFRED
                         Ah, Mr. Payne, my favorite diplomat
                         of the New York City Police
                         Department.

                                   MAX
                         What did you have for me?

               A butler walks into the scene.  He takes the empty cup from
               Woden's hands and turns the wheel chair around so Alfred may
               face Payne.

               The servant exits.

                                   ALFRED
                         Who is to say I have anything for
                         you, Max?  Perhaps I just wanted to
                         talk.

                                   MAX
                             (annoyed)
                         What about?

                                   ALFRED
                         I realize that you are a busy man,
                         what with the violent killings and
                         all, but I may just have something
                         for you that will finally gain for
                         you what you have been looking for
                         all along.

                                   MAX
                         What's that?

               The older gentleman wheels away from Payne and towards a
               window in the corner of the room.

                                   ALFRED
                         After they killed your family Max,
                         did you ever stop to ask yourself
                         why I was helping you?

               He hadn't.  He says nothing.

                                   ALFRED
                             (cont'd.)
                         The night your family was killed,
                         Max, did you ever think that you
                         would be here... right now...
                         preparing yourself for that final
                         battle?

                                   NAR. (V.O.)
                         He was cryptic as hell, but I
                         always knew that his info would
                         prove reliable.

                                   MAX
                         Alfred, please-

                                   NAR. (V.O.)
                         But that didn't mean I didn't like
                         to cut through the bull shit every
                         once in awhile.

               Woden spins the chair around so he is once again facing
               Payne.

                                   ALFRED
                         Max, you seem to think that with
                         every passing day, you are
                         eradicating the scum, the muck, the
                         darker forces of New York City. 
                         But I think what you are forgetting
                         are your reasons for starting this
                         crusade in the first place.

                                   MAX
                         God usually has to come into play
                         for something to qualify as a
                         "crusade."

                                   ALFRED
                         Max, all you are doing is getting
                         the job done that men have been
                         doing for centuries upon centuries,
                         from the days of Babylonia to World
                         War II.

                                   MAX
                         And what's that?

                                   ALFRED
                         Revenge, Mr. Payne.

               Max again says nothing.

                                   ALFRED
                             (cont'd.)
                         That night was not a mistake, Max. 
                         Your family got in the way of
                         business that you did not even know
                         existed.  You made one arrest,
                         which led to one death, which led
                         to two more.

               Payne looks down.  Is he going to cry?

                                   ALFRED
                             (cont'd.)
                         How could any man, any monster be
                         so able to strike down a helpless
                         mother and child in the blink of an
                         eye without so much as a single
                         emotion, a single tear seeping
                         through their barren faces?

               Max tilts his head back up, facing the older man.  He does
               not cry, but his face shakes.

                                   MAX
                         You have a name don't you?  You
                         know who did all of this!?

                                   ALFRED
                         Nicole Horne.  

                                   MAX
                         No.

                                   ALFRED
                         No man could have done all of
                         that... only the scorn of a woman. 
                         Her daughter, Jessica Horne,
                         arrested by one Detective Max
                         Payne, was placed in her cell for
                         only but an hour before being
                         brutally sodomized and beaten to
                         death based solely on her family's
                         more then lucrative income.

               Max turns around once more, his face reddening with anger.

                                   ALFRED
                             (cont'd.)
                         Everything happens for a reason,
                         Mr. Payne.  No matter how wildly
                         horrendous or unfortunate, nothing
                         is coincidental or mistaken.  You
                         sent her daughter to her death. 
                         She killed your family.

               The detective takes in three sharp, deep breaths.

                                   ALFRED
                             (cont'd.)
                         Her office is on Sixth and Ford. 
                         Her empire.  That is where you will
                         find her tonight.  In three hours,
                         she leaves for Los Angeles.  What
                         you do with this information is up
                         to you, Max.

                                   MAX
                         Why did you help me, Alfred?

                                   ALFRED
                         There are no coincidences, Mr.
                         Payne.  None whatsoever.

               As if on cue, the servant once again enters, grabs hold of
               the handles on Woden's wheelchair, and begins to roll him out
               of the room.

               Max's eyes follow the older man as he exits.

                                                                CUT TO:



               EXT. - APARTMENT BUILDING, NIGHT

               Max's car pulls up in front of his brick apartment building. 
               He parks the car and steps out, into the night air.

               It is eerily quiet.

               Max pauses, looking around his surroundings.  He locks his
               car, fishes out his house key from his pocket...

               ...and unsnaps the strap keeping his handgun close to his
               chest.

               A noise interrupts the silence.  It is a motorcycle, close
               by, revving its engine.

               The sound of the first motorcycle is followed by the noises
               of a second and then a third.

               This is then followed by a manic laughter.  Laughter from one
               Abe Lovecraft.

               From the end of Max's street, the hitman and his two
               accomplices reveal themselves, each one wearing a helmet and
               riding a vicious cycle.

                                   MAX
                         Fuck.

               The revving gets louder, and the three bikes take off,
               launching full speed towards Payne.

               Max rips out his 9MM pistol, shooting wildly at the three
               cyclists as they close in.

               All three hitmen produce sawed-off shotguns from the bikes'
               sides.  Taking aim, they fire back.

               Max dives, landing on the ground behind his car.  His
               windshield and three windows are shot out.

               With their backs still turned towards the car, Payne stands
               up for but a second, trading off a few more shots.

               The three bikers make a quick U-Turn in unison.  Max ducks
               once again behind the now-totaled vehicle.

                                   MAX
                             (cont'd.) (to self)
                         One shot, one more shot.

               The detective once again takes aim, pointing the pistol
               directly at the face of the biker to the right of Abe.

               BANG!

               A single shot rips through the air, slicing through the right
               biker's helmet.

               The lifeless body goes limp, plummeting off of the moving
               motorcycle which skids across the street, coming to a halted
               stop just six feet away from Max.

               Abe and his remaining accomplice keep moving, away from
               Payne.

               They come to the end of the street, from where they began,
               making another turn around to face Max.

               The detective rises up, moving towards the fallen motorcycle,
               throwing the emptied handgun to the pavement with an empty
               clang.

               Propping it upright, Payne swings his body on to the vehicle,
               revving the engine.

               He forces a manic smile as he looks into the lifeless, helmet
               covered faces of the two hitmen at the end of the street.

               Abe flips up his visor, revealing just his eyes.

                                   ABE
                         If it's a joust he wants...

               Lovecraft flips his visor down, and both of the remaining
               hitmen rev their engines to match Max.

               Payne gives one final rev before taking off, zooming head-on
               towards his enemies.

               Both Abe and the other killer do the same, racing towards Max
               as full speed.

               As they become increasingly closer, the two hitmen each
               reveal yet another sawed-off.

               They take aim...

               The three bikes now just a mere five feet away...

               Abe pulls the trigger...

               ...just as Max sharply turns to the right, wrapping around
               both of the hitmen and dodging the shotgun blast.

               Payne leaps from his still moving motorcycle on to the rear
               of Abe's accomplice.

               The bewildered hitman slows significantly as Lovecraft speeds
               ahead.

               Max grabs hold of the man's right hand around the handle bar
               as he reaches into his coat with his left.

               Payne produces a butterfly knife.

               The knife is swung around three times, revealing the blade
               which is promptly jammed into the back of the man's neck.

               As the hitman's body convulses, Max shoves him off of the
               motorcycle and takes control himself.

               At the other end of the road, Abe makes yet another turn
               around and stops.

               Max does the same.

               The two now face each other, the hum of the engines being the
               only noise.

               Payne smirks...

               ...as Lovecraft tears his helmet off in frustration and
               bellows out a scream of pure anger and hatred.

                                   ABE
                             (cont'd.) (shouting,
                              growling)
                         PAYNE!

                                   MAX
                         ...it's a joust you'll get.

               The two combatants once again race towards each other, Max
               staying focused, Abe shouting incoherently.

               As they become increasingly closer, Lovecraft reaches down to
               the side of the bike, un-holstering yet another sawed-off.

               Now just three feet away from each other, the two turn
               abruptly, both motor cycles screeching against one another.

               Sparks fly as both fire their weapons.

               Max dips his head down, dodging the spray of ammunition fired
               from Abe's weapon...

               ...whereas the single shot from Payne's lodges into the
               hitman's upper chest and neck.

               Lovecraft flies off of the back of his vehicle as Max slowly
               comes to a stop.

               Payne cranes his neck to watch Abe, blood seeping from his
               neck, take his last breath.

               The silence of death is quickly interrupted by sirens in the
               distance. 

               Max cocks his head towards the origin of the noise.

               He revs the cycle once again and blasts forward, leaving the
               scene at full speed.

                                                               FADE TO:



               INT. - NICOLE'S OFFICE, NIGHT

               Horne stands alone, in the silent darkness, looking at a
               framed picture of JESSICA, her deceased daughter.

               She speaks to "her."

                                   NICOLE
                         He killed you, dear.  And I am
                         going to kill him.  And then we 
                         will be together forever.  Just me
                         and my precious baby girl.

               A single tear rolls down her face.

               The door behind her opens and Omri, her bodyguard, enters.

                                   OMRI
                         We just got a call... Lovecraft has
                         fallen.

               A bitter shroud of darkness falls over Nicole's face as she
               turns to face her bodyguard.

                                   NICOLE
                         That fucking bastard is not going
                         to fail me!

                                                                CUT TO:



               EXT. - APARTMENT BUILDING, NIGHT

               Outside of Max's apartment building, police now swarm the
               area.

               Once again, Alex Balder watches over the officers as they
               move across the area, questioning possible witnesses and
               looking for other bits of evidence.

               Behind the officer a stretcher with Abe's lifeless body is
               rolled into an ambulance.

               The rookie officer from earlier finishes up a conversation
               with a prostitute before turning towards Alex.

                                   ROOKIE
                         This street walker says she saw
                         Payne leave on a motorcycle, headed
                         downtown.  Where could he be
                         headed?

                                   ALEX
                         Horne.  It has to be.  Everything
                         before this leads right to her,
                         though we've never been able to
                         prove it.

                                   ROOKIE
                         It's your call.

               Beat.

                                   ALEX
                         All right.

               Balder begins to move through the crowds of witnesses and
               police officers, waving his hands and barking out orders:

                                   ALEX
                             (cont'd.)(shouting)
                         Listen up!  We need to get every
                         single available officer down to
                         Aesir Plaza immediately!  This is
                         where Payne is most likely headed,
                         and I must again reiterate: we
                         bring him in alive or not at all!   

               As Alex continues to shout out orders, we move away and
               instead begin to focus in on the-

                                                               FADE TO:



               INT. - AMBULANCE, NIGHT -- CONTINUOUS

               Within the back of the ambulance in front of Max's apartment,
               Abe lays on a stretcher with two PARAMEDICS working around
               him.

                                   PARAMEDIC #1
                         The bleeding has stopped and
                         there's just minor shrapnel still
                         in his neck.

               The second paramedic tears the red leather jacket, revealing
               Abe's barely damaged chest.

               He holds in his hands a heart palpitation device.  He rubs
               the two handles together and places it on to Abe's bare
               chest.

               The hitman's back arches as the first paramedic moves in with
               tweezers, and removes two metal shards from Lovecraft's neck.

               Moving away, the second paramedic moves in again uses the
               palpitation device.

               This time, Abe's eyes shoot open as his body launches off of
               the stretcher.

               He inhales sharply and rises to his feet.

                                                                CUT TO:



               EXT. - DOCK, NIGHT

               A cadre of weapons sit stacked against each other on the edge
               of a New York City pier.

               Handguns, semi-automatics, fully automatics, shotguns...

               It's all there.  Two men work around the weapons, checking
               them for ammo and cleansing.

               We follow the weapons, which leads us all the way up to the
               number one gun runner in the city:

               VLADIMIR (VLAD) LEM.

               The Russian gangster polishes one of the AK-47's while
               speaking to Max.

               He speaks with a heavy Eastern European accent:

                                   VLAD
                         'Zis is for vhat... hunting?

                                   MAX
                         Something like that.

               Vladimir sets the gun aside.

                                   VLAD
                         You know, Max, me and you... we are
                         not so different.

                                   MAX
                         You're a gun running mobster hiding
                         from two powerful governments and
                         I'm a fallen cop looking for
                         revenge... you're right.

               Vlad laughs.  Max does not.

                                   VLAD
                         'Zis is funny, Max!  But me and
                         you... we could run 'zis city if we
                         so chose to do so.

                                   MAX
                         Not my line of work, Vlad.  Is this
                         it?

               One of the workers nods to Max.  Vlad lights a cigarette and
               takes a long pull from it.

                                   MAX
                             (cont'd.)
                         How much?

                                   VLAD
                         Eh... no charge.

               Payne gives the mobster a surprised look.

                                   VLAD
                             (cont'd.)
                         Like I said, Max... vhether you
                         vant to believe it or not, right
                         now, ve are running 'zis city.

               It is now Payne's turn to play with one of the dormant
               rifles.

                                   MAX
                             (disinterested)
                         Yeah, and how's that?

                                   VLAD
                         You take out Horne... I become the
                         most powerful in the city.  Cut off
                         the head, and another one appears,
                         Max, just like the Medusa. 

                                   MAX
                         Hydra, and it was two heads.  Not
                         one.

                                   VLAD
                         Even better!  Me and you Max, all
                         ze way!

               The Russian again begins to laugh.  Max ignores him.

                                   VLAD
                             (cont'd.)
                         The point is 'zis, Max: when I'm in
                         charge... vhat's to stop me from
                         picking up vhere Horne left off?

               Payne continues to examine the gun.

                                   MAX
                             (still disinterested)
                         I guess I'll just have to kill you,
                         then.

                                   VLAD
                         It's a never-ending circle, Max...
                         of the vorst kind.

               Max sets the rifle back down onto the ground.

               Vlad takes the smoke out of his mouth.

                                   VLAD
                             (cont'd.)
                         You take care, Maximilian.  You're
                         my favorite cop... you know that,
                         right?

               He smiles... so does Max.

                                   MAX
                             (playfully)
                         Well, Vlad, if that's all... I
                         guess I'll be seeing you in hell.

                                   VLAD
                         Don't fool yourself, Payne... we're
                         all ready there.

               Max's smile fades as the Russian tosses the cigarette into
               the water behind him.

                                                               FADE TO:



               INT. - POLICE CRUISER, NIGHT

               The rookie officer drives with Alex in the shotgun seat.  The
               younger man looks uneasy.

                                   ROOKIE
                         What do you think he's up to?

               Balder sighs loudly as he looks out of the passenger window,
               the various lights of the city reflecting off of the glass.

                                   ALEX
                         "He who fights with monsters might
                         take care-"

                                   ROOKIE
                         "-lest he thereby become a
                         monster."  Friedrich Nietzsche.

                                   ALEX
                         I see they still use that one at
                         the academy.

                                   ROOKIE
                         First day.

                                   ALEX
                         Never meant much until just now.

                                                                CUT TO:



               INT. - APARTMENT, NIGHT

               Within his apartment, Max looks over his new cache of weapons
               as they lie before him on a table.

               One by one, Payne picks up the various death tools:

               Four handguns.

               Two sawed-off shotguns.

               An automatic rifle.

                                                               BACK TO:



               INT. - POLICE CRUISER, NIGHT

               The rookie drives, his eyes still on the road.  Alex
               continues to stare out the window.

                                   ALEX
                         When justice fails a man, as it is
                         likely to do every so often, then
                         who are we to stand in that man's 
                         way?

                                                                CUT TO:



               INT. - APARTMENT, NIGHT

               Payne locks and loads, finding a place on his person for each
               and every weapon and clip of ammo.

               Finally, Max picks up a single, black-handled switchblade.

               He pops the tiny blade and swings it around once, causing the
               sharp metal to revert back into the sleeve.

               He places it within his coat.

                                                               BACK TO:



               INT. - POLICE CRUISER, NIGHT

                                   ALEX
                         When a man's entire family is taken
                         away from him in the blink of an
                         eye...

                                                                CUT TO:



               INT. - APARTMENT, NIGHT

               Finally, Max turns to a picture of his wife and daughter...
               better times.

               Max reaches behind the picture frame and produces a single
               bottle of pain killers.

                                                               BACK TO:



               INT. - POLICE CRUISER, NIGHT

                                   ALEX
                         ...is not revenge the only answer?

                                   ROOKIE
                         Justice exists for a reason.

                                   ALEX
                         Justice is an invention.  A man
                         made force to be reckoned with.

               Beat.

                                   ALEX (CONT'D)
                         Revenge is God's doing.

               We pull back as the cruiser races into the night.

                                                                CUT TO:



               INT. - APARTMENT, NIGHT

               Max takes a final, tearful look at his wife and daughter...

               ...before flinging the bottle across the room, causing it to
               shatter across the opposite wall.

                                                         FADE TO BLACK.

                                                               FADE IN:



               EXT. - AESIR PLAZA, NIGHT

               A light rain drizzles downward, leaving imprints along the
               windows of the building.

                                                                CUT TO:



               INT. - AESIR PLAZA, LOBBY, NIGHT

               We are now inside the building, following a lone guard as he
               walks from the lobby into the...



               INT. - AESIR PLAZA, HALL, NIGHT -- CONTINUOUS

               ...where he continues to move towards the very end.

               The guard walks casually, finally coming to a dip in the
               wall, where-in sits a healthy house plant.

               As well as Max Payne, who rolls out from his hiding spot,
               taking down the guard with a single slice of his blade,
               slitting the guard's neck.

               The man's limp body tumbles to the floor.  Max drags the
               corpse into the darkness of his hiding place.

                                                                CUT TO:



               INT. - AESIR PLAZA, HORNE'S OFFICE, NIGHT

               Horne's sickly frame is once again hidden behind her large,
               oak desk.

               Two body guards stand by Nicole's side.  

               They are OMRI and REZ, both identical strong men, their
               bodies fitting their occupation well.

               Horne lights a cigar.  Behind her, we see a framed picture of
               her deceased daughter, JESSICA.

                                   NICOLE
                         Where... is... he?

                                   OMRI
                         We don't know.  Lovecraft's goons
                         were all we found.

                                   NICOLE
                         He killed my daughter... and then
                         my nephew.  He's coming for me.

                                   REZ
                         Miss Horne, I can assure you that
                         your safety is our top priority-

               CRASH!

               The window gives, sending shards of glass and falling rain
               into the room.

               Rez pauses.  Blood begins to seep out of the side of his neck
               and onto his left shoulder.

               He stumbles forward and falls across the oak desk.  Omri
               reaches into his suit jacket and produces a 9mm pistol.

                                                                CUT TO:



               EXT. - ROOFTOP, NIGHT

               A quick glimpse of a single, leather glove clad hand as it
               hurriedly reloads a sniper rifle atop the opposite building.

                                                               BACK TO:



               INT. - AESIR PLAZA, HORNE'S OFFICE, NIGHT

               Horne now practically cowers behind the desk.

                                   NICOLE
                         We have to leave now!

               Omri rushes forward, towards the broken glass still hanging
               onto the window sill.

               He points across the way, towards the roof of the building
               opposite of Horne's.

                                   OMRI
                         There!

               BANG!

               A single shot hits the second bodyguard right in the center
               of his chest.

               He falls backwards, gasping wildly as his body slams into the
               ground.

               Omri coughs wildly, blood shooting out of his mouth in small
               bursts.

               He dies with a final groan.

                                   NICOLE
                         Shit.

               The crime lord ducks behind her desk and moves towards the
               window, keeping her head low.

                                   NICOLE
                             (cont'd.)(mumbling)
                         Fucking useless.  Fucking morons.

               She snatches the gun out of Omri's limp hand, and dives
               forward, pointing the handgun out the window towards...

               ...nothing.  The opposite building's roof is now vacant.

               All is silent but for the falling of hard rain.

                                                                CUT TO:



               EXT. - ROOFTOP, NIGHT

               The sniper rifle is left atop its mount as the mystery
               shooter walks off screen, allowing us only a glimpse of a
               blowing trench coat exiting the scene.

                                                                CUT TO:



               EXT. - AESIR PLAZA, NIGHT

               Police cruisers roll forward, surrounding the large office
               building.

               From the front car, Alex jumps out of the passenger's side,
               gun in hand.

               He begins to wave his fellow officers into the building.

                                                                CUT TO:



               INT. - AESIR PLAZA, LAUNDRY ROOM, NIGHT

               Three thugs sit in the center of the laundry room.  We'll
               call them DAN, WALTER, and JOHN.

               They play poker on a table covered in cards, chips, weapons,
               and cocaine.

               With a loud THUD!, the door on the opposite end of the room
               is kicked open, revealing-

               Max Payne, brandishing two sawed-off shotguns.

                                   WALTER
                         It's Payne! 
                             (Beat)
                         ...again.

               Max lets loose, firing both guns simultaneously.  One shot
               hits Dan's chest, the other striking John in the neck region.

               He throws the shotguns to the ground as Walter reaches for
               one of the magnums lying on the card table.

               Payne produces two of the handguns from within his leather
               coat, shooting Walter multiple times before he even has a
               chance to blink.

               The body of the dead man falls backwards, slamming into the
               poker table.

               Cards and chips scatter across the floor as the crushed bags
               of cocaine create a cloud of billowed, white smoke.

               Max moves forward, brushing right by the corpses of Dan and
               John, and instead focuses in on Walter.

               He's not dead, though very close.

               As Walter gasps deeper with every intake of air, Max points
               his 9mm at his face.

                                   MAX
                         I can shoot you in the head and end
                         it...
                         or, I could let you lay there and
                         choke to death on your own blood. 
                         Now... Horne.  Where is she?

                                   WALTER
                         Her office... second floor-

               BANG!

               A single shot from Max's gun pegs Walter in the head, putting
               him down for good.

                                                                CUT TO:



               INT. - AESIR PLAZA, HORNE'S OFFICE, NIGHT

               Nicole now walks around the office with a new found bravado.  

               Her hair is a mess and her clothing is now covered in rain
               and blood... but nothing stops her from dealing with the
               problem at hand:

               That of one Max Payne.

               She finally stops moving, settling on a closet.  Nicole grabs
               the handles, flinging the closet doors open with a violent
               "CLANG!"

               She reaches in, knowing exactly what it is that she needs:

               A fully loaded, double barrelled shotgun.

                                   NICOLE
                         Fucking Payne.

                                                                CUT TO:



               INT. - AESIR PLAZA, LOBBY, NIGHT

               Within the blood-soaked lobby, police officers led by Alex
               pile in through the doors, spreading out in all directions.

                                                                CUT TO:



               INT. - AESIR PLAZA, SECOND FLOOR HALL, NIGHT

               We now follow Max, a man on a mission.

               In one continuous track, we follow from a behind-the-back,
               third person perspective as Payne, wielding two handguns,
               moves through the hall.

               Effortlessly, he fires at various enemies as they present
               themselves, each wielding their own weapons.

               The two 9MM's empty, Max throws them to the side, reaching
               into behind his jacket, by his waist, in one lighting quick
               movement.

               He now wields two sawed-off shotguns, each one capable of two
               shots, the rounds blasting into their targets with bloody
               results.

               The shotguns are the next to be thrown down as Max enters-



               INT. - AESIR PLAZA, OPEN ROOM, NIGHT -- CONTINUOUS

               We stop as Max takes in the sheer number of enemies around
               him, easily a dozen.

               They stand at various parts of the room, each brandishing a
               weapon for themselves.

               Almost as in unison, the weapons around the room are cocked.

               Max closes his eyes...

               Reaches into his jacket...

               And produces two small UZI's.

               The detective spreads his arms, shooting almost blindly,
               hitting targets in front of him, behind him, and to the
               sides.

               Max bends forward, ejecting the spent clips on to the ground.

               In one quick 360 degree turn, we follow his body as he grabs
               two fresh new clips and pounds them into the UZI's.

               As he comes full circle, dodging shots from his opponents, he
               begins to fire back once again...

               ...taking down the entire room.

               With everyone dead and Max the last one standing, we pause.

               Payne shuts his eyes and inhales deeply through his nose.

                                   MAN (V.O.)
                             (off-screen)
                         Payne, stop!

               His eyes open.  He does not exhale.

               Click.

               Max turns around to face...

               ...Alex Balder, his former friend and partner as well as two
               officers.

               Balder moves his hand down, keeping his weapon by his side.  

               The two officers stand back, pistol drawn and pointed towards
               Max.

                                   ALEX
                         Max, please just listen to me.  You
                         have got to end this.

                                   MAX
                         You don't understand, Alex-

                                   ALEX
                         No, Max.  Just turn yourself in...
                         end this now... for Michelle.

               Payne looks down at the ground soaking in Balder's words-

               BANG!  BANG!

               Two shots are heard, each bullet striking into Balder's
               backup: one in the head, the other in the chest.

               Both collapse as-

               BANG!

               A single gunshot rings out through the empty hall.

               A large blossom of crimson blood seeps its way through Alex's
               shirt, dripping towards the ground.

                                   MAX
                         Alex!

                                   ALEX
                             (gasping)
                         Max...

               As the older man falls to the ground, Max comes to his aid,
               catching his body.

                                   MAN (V.O.)
                             (off-screen, raspy)
                         Let him go.  Now.

               Max looks upwards to face the gunman...

               ...a still badly wounded Abe, gauze wrapped around his neck
               and his jacket still torn open.  He holds a revolver.

                                   ABE
                         Don't move.  Drop your gun.

               Payne does as he is told, dropping both UZI's as he rises up
               from Alex's still bleeding body.  

               As Lovecraft speaks, he moves forward.

                                   ABE 
                             (cont'd.)
                         Did you really think it would be
                         that God damn easy to dispose of
                         me?  
                             (shouting)
                         Do you know how much I was being
                         paid!?

               He is now face-to-face with Max, the tip of the pistol almost
               touching Payne's forehead.

                                   ABE
                             (cont'd.)
                         Mona was cake.  And this old man
                         was just plain easy.

               Behind the hitman, Alex weakly reaches across the ground,
               clutching his fallen 9mm pistol.

                                   ABE
                             (cont'd.)
                         Who knew you'd be so simple to
                         catch?

               Abe pulls back on the gun's clip, taking aim-

                                   ALEX
                             (raspy)
                         Old man?

               The fallen cop fires, the round hitting the hitman in the
               ankle.

               As Abe screams in pain, Alex's head hits the ground, his grip
               loosening on his gun.

               Max strikes back, his right hand coming up and knocking the
               revolver from Abe's grip.

                                   ABE
                             (cont'd.)
                         The hell-?

               The hitman, still shocked, stands still as Max produces yet
               another butterfly knife.

               The bewildered Abe watches helplessly as Payne effortlessly
               swings the handle three times, producing the blade itself.

               The detective just shakes his head back and forth before
               biting his bottom lip and ramming the knife forward,
               penetrating the blade right through Abe's crotch.

               The hitman unleashes a horrific cry of pain as Max jams the
               knife up to the hilt into Lovecraft's groin.

               When it can go no further, Payne gives the knife a hard snap,
               breaking the handle off of the blade.

               Abe continues to scream in horrendous agony as Max throws the
               handle to the ground, leaving the blade firmly jabbed into
               the hitman's now bleeding crotch.

               Lovecraft falls to the ground in a pathetic fetal position,
               whimpering, bleeding and shouting profusely.

               Payne picks up his own dropped weapons as well as Abe's
               fallen revolver.

               He moves towards Alex, his friend...

               ...though the older man has succumbed to his wounds.  He is
               dead.

               Without even looking back, and with Abe still screaming in
               agonizing pain, Max just walks away.

                                                                CUT TO:



               INT. - AESIR PLAZA, HORNE'S OFFICE, NIGHT

               Nicole moves around her darkened office, shotgun in hand.

               Sweat trickles down her wrinkled brow as she moves from door
               to door, each one leading to a scene of dead corpses
               littering the ground.

                                   NICOLE
                             (to self)
                         Where are you?

               The creak of a floorboard catches the nervous crime lord off
               guard.

               She spins around, firing the weapon, taking a large chunk out
               of the self-portrait hanging above the fireplace.

                                   NICOLE
                             (cont'd.)(aloud, shouting)
                         Where are you, you son-of-a-fucking
                         whore mother-fucker, where are
                         you!?

               Another creak, and Nicole spins around once more, firing
               blindly at the mirror hanging above her desk.

               Just before the impact, we see a fleeting glimpse of Max,
               standing right behind the flustered woman.

               The shell nails the mirror, causing the fixture to explode
               into a dozen tiny glass pieces.

               Horne turns around to face Payne, gasping.

               She raises the weapon only to have it smacked down by Max's
               right forearm.

               It clatters across the floor.

               A horrified gaze passes over Nicole's face as Max simply
               raises his fist...

               ...and punches the woman in the face, knocking her down and
               out with a single hit.

                                                         FADE TO BLACK.

                                                               FADE IN:



               EXT. - AESIR PLAZA, ROOFTOP, NIGHT

               We focus in on Nicole's face as she comes to, her senses
               rushing back to her body, the faraway sounds of thunder
               awaking her.

               Pulling back, we reveal that she is bound to a chair, the
               hind legs balancing just over the ledge of the building.

               Attached to the center brace of the seat is three individual
               ropes that leads away from the chair and connects to a small
               pipe on the roof, keeping it in its fixed position.

               Horne begins to struggle within the confines of the rope.

               Max enters.  Nicole's face takes a whole new look, a look
               unseen plastered to the face of the crime lord.

               That of compassion.

                                   NICOLE
                         Max... Max, let me go.

               She fakes a weak smile as Max moves towards her, not saying a
               word.

                                   NICOLE
                             (cont'd.)
                         Doing this... doing this will not
                         bring back your family, Max.

               Payne reaches into his leather coat, producing a final
               butterfly knife.

               As Max un-wields the blade, Nicole's phony smile and demeanor
               immediately fades back into the dark oblivion of hate that
               seems all too natural.

                                   NICOLE
                             (cont'd.)(venomous)
                         Do it!  Do it you fucking son of a
                         bitch!  Finish this!  Send me to
                         hell to see your bitch-

               The detective remains un-fazed as the slightest sound of
               thunder once again rumbles in the sky.

                                   MAX
                         You killed my best friend.

               Max kneels down, inspecting the three ropes that keep Nicole
               from teetering over the edge of the building.

               With a single swipe of the knife, he cuts into the left-most
               binding, slicing right through it.

               The chair rocks a solid inch.

               This is followed by a noiseless flash of lightning in the sky
               which is soon followed by a low growl from the heavens.

                                   MAX
                             (cont'd.)
                         And then you murdered the only real
                         partner in this that I had.

               The right-most rope is then cut, leaving only the final
               binding keeping the chair from falling over the ledge.

               The chair now teeters.  Nicole looks increasingly concerned.

                                   MAX
                             (cont'd.)
                         That makes sense... they were
                         trying to bring you down.

               Nicole's fake presence is once again re-introduced.

                                   NICOLE
                         Max, I-

               Payne ignores her completely as he rises from his crouched
               position and produces a single 9mm pistol from within his
               coat.

               He points it at Horne's face, his entire arm shaking as his
               face wells up.

               The slightest hint of tears begin to seep through Max's
               eyelids.

                                   MAX
                             (yelling, sobbing)
                         But first you killed my family! 
                         The only thing that I ever truly
                         cared about enough to change my
                         life for!  And they did nothing! 
                         Nothing!  Why did they have to
                         die!?  Why-

               Horne cuts him off, her true presence once again being felt.

                                   NICOLE
                             (shouting)
                         You sent my daughter to her death! 
                         Do you honestly think you are the
                         only one in this God-forsaken, shit
                         hole of a city that has feelings
                         for his family!?

               A clash of thunder is soon followed by thin droplets or rain
               unleashed from above.

                                   MAX
                             (sobbing)
                         My daughter was six months old...
                         you have no excuses.

                                   NICOLE
                             (shouting)
                         I'll see your bastard child in
                         hell!

               Anger wells around Max's brow.

               He pulls the gun away from the crime lord's face, instead
               pointing downwards, towards the final rope.

               BANG!

               The bullet speeds out of the pistol, slicing right through
               the third and final brace.

                                                         FADE TO BLACK.

                                                               FADE IN:

               Audio-less.

               Nicole throws her head back, her mouth agape, as the chair
               tips over the edge of the building.

                                                         FADE TO BLACK.

                                                               FADE IN:

               Heartbeat.

               The chair, Horne attached, plummets downwards, speeding
               towards the crowded streets below.

                                                         FADE TO BLACK.

                                                               FADE IN:

               Heartbeat.

               Nicole plummets, getting closer...

                                                         FADE TO BLACK.

                                                               FADE IN:

               Heartbeat.

               ...and closer...

                                                         FADE TO BLACK.

                                                               FADE IN:

               CRASH!

               The chair hits the pavement as we focus in on Max, his arms
               by his side, rain covering his body.

               From the streets below comes the wail of even more gathering
               police sirens.

                                                                CUT TO:



               INT. - AESIR PLAZA, LOBBY, NIGHT

               Within the front lobby of the building, S.W.A.T. officers
               burst through the double doors.

               The team moves as one, through the carnage and corpses.

                                                               BACK TO:



               EXT. - AESIR PLAZA, ROOFTOP, NIGHT

               Payne just looks forward, his face emotionless.

                                   NAR. (V.O.)
                         They were all dead. The final
                         gunshot was an exclamation mark on
                         everything that had led to this
                         point. 

               Max looks upwards, rain covering his face, mixing with his
               tears.

                                   NAR. (V.O.)
                             (cont'd.)
                         I released my finger from the
                         trigger, and it was over.

               The detective's grip loosens on the pistol as it drops to the
               ground beneath his feet.

                                                                CUT TO:



               INT. - AESIR PLAZA, STAIRWELL, NIGHT

               The S.W.A.T. team now bustles through a tight stairwell,
               coming to an exit door.

               The front officer kicks in the door, leading to-



               EXT. - AESIR PLAZA, ROOFTOP, NIGHT -- CONTINUOUS

               The team rushes out, into the rainfall, weapons pointed...

               Beat.

               Beads of rain drip down Max's forehead as an array of red
               dots caused by the S.W.A.T. Team's weapons collect themselves
               on the ex-detective's back.

               Payne falls to his knees as rain continues to fall upon his
               head.  His face remains utterly emotionless.

                                                                CUT TO:



               INT. - POLICE HEADQUARTERS, HOLDING CELLS, NIGHT

               A distant Max sits alone in his cell, the only light coming
               from a nearby, barred off window.

               A LOW VOICE interrupts the silence from the next cell over.

                                   LOW VOICE (O.S.)
                         You're him.

                                                                CUT TO:



               P.O.V. - MAX PAYNE

               From Max's perspective, we see a heavyset black man, his face
               profiled between two of the cell bars.

               This is CLYDE CHARLOTTE.

                                                               BACK TO:



               INT. - POLICE HEADQUARTERS, HOLDING CELLS, NIGHT

               The ex-cop's head drops back downwards.

                                   MAX
                         Yeah.

               Beat.

                                   MAX (CONT'D)
                         I'm him.

               Alex' rookie bursts through the front door of the police
               station.  Behind him, we see quick glimpses of the gathered
               media, camera flashes, and the security holding them at bay.

               The rookies comes to the cells.  He looks at Max for a moment
               before turning to Clyde.

                                   ROOKIE
                         Charlotte, back to your side.

               The heavy man slowly moves away from the bars and fades into
               the shadows of his own cell.  The young officer turns back to
               Payne.

               Max says nothing.  The rookie only stares back...

               ...before grabbing hold of a nearby chair, spinning it
               around, and placing it before Payne's cell.

               He sits.

                                   NAR. (V.O.)
                         In a New York Minute, everything
                         can change...

                                   ROOKIE
                         All right...

               Max barely looks up.

                                   NAR. (V.O.)
                         ...and the entire planet can fall
                         in on itself.

                                   ROOKIE
                         Why don't you tell me what all of
                         this was about?

               Behind the rookie, from out of the shadows, Mona appears, as
               if materializing out of thin air.

               Payne blinks once.

                                                                CUT TO:



               BLACK.


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