Max Payne 3 sets a new bar for third-person shooters, with stunning graphics and pulse-pounding audio, an engaging story full of unpredictable twists, and a refined next-generation version of the Bullet Time combat that put the series on the map. Though the setting is new, leaving behind the dark streets of New York for the sunny environs of Sao Paulo, Brazil, the tone, narration, and unfolding story carries on Max Payne’s trademark noir feel. You don’t need to have played the first two games in the series to enjoy this one: Any necessary background is spelled out during cutscene conversations and flashback missions. Max Payne fans will find plenty of nods to the past, but newcomers can dive right in without feeling like they’re missing a thing.

Max Payne 3

Max Payne 3 is a story-driven third-person shooter, as opposed to an open-world game likeRockstar’s Grand Theft Auto series. Cinematic cutscenes lead into combat sequences where you’ll shoot, dodge, and find cover in an effort to take down over a thousand bad guys in the course of the single-player game. The experience is completely seamless: Once you start the game, you’ll never see a loading screen. You’ll move between action sequences and storyline cutscenes without a pause, except for a single swap to the second disc about a third of the way through the storyline.

 The game looks absolutely spectacular. The level of detail is among the best we’ve seen in this console generation, whether you’re exploring the streets of Sao Paulo, smacking down bad guys in a luxury yacht gunfight, or taking down mouthy mobsters in a graveyard in a New York flashback. The motion is as impressive as the images: The characters move with a human-like fluidity, with none of the odd stutters or robotic movements you sometimes notice in games. (When they give out 2012 gaming awards, they need to add a “Best Motion Capture” category for Rockstar’s developers.) The physics are awesome as well, with bad guys realistically tumbling down stairs or falling over rails when you hit them just right, and tons of visual touches such papers that fly as you battle throughout offices.

 Max Payne 3

The audio deserves special mention as well. The acting is great throughout, but what's really impressive is the music. It does a superb job of setting the mood, and during intense scenes the music's beat, pacing, and tone really adds another level of tension.

Of course, keeping with the noir traditions of the series, Max narrates his adventures. The writing is excellent, and is more akin to the realistic dialog of Max Payne 2 than the over-the-top dialogue found in the original game. Still, Max is definitely Max, with quips like his description of the slums of Sao Paulo: “This place was like Baghdad with G-strings.” If you played Max Payne 2, you’ll understand why Max is down on his luck, boozing and drinking painkillers to deal with the events of the previous game. Circumstances quickly force Max to sober up and get his act together, as he embarks on a rescue mission and discovers an ever-deepening conspiracy.

The original Max Payne was well-loved for its implementation of Bullet Time, where you can trigger aMatrix-like slowdown for a limited time, allowing Max to get shots in on multiple opponents. It’s back in Max Payne 3, along with the diving Shootdodge move, and it can be a lifesaver if you’re surrounded by multiple goons with limited cover. It runs out quickly, though, so part of the strategy is knowing when to trigger it and knowing when to just keep shooting in real-time. You can enable two levels of aim assistance, but keep in mind that many of the achievements require you to use the more challenging free-aim mode, which doesn’t offer the left-trigger-lock on enemies.

 Max Payne 3

Along with Bullet Time, Max Payne 3 introducesLast Man Standing, which basically gives Max one last chance at surviving a fatal shot. If you’ve taken an otherwise-lethal hit and you have at least one painkiller on-hand, the screen will go into Bullet Time mode and aim you at the shooter. Take down the guy who shot you and you’ll survive, at the cost of a painkiller dose. Miss, and it’s back to the last checkpoint.

The game’s AI is excellent. Enemies make really good use of cover, and if you’re not careful, they’ll flank you. Stand behind a counter picking off bad guys for too long and you might not notice the machine gun-carrying thug sneaking up on your left to get a wide-open shot at you.

Max Payne 3

Once you’ve completed the game, there’s still plenty of single-player action available. After you complete a level, you can replay it in Score Attack mode. Here the goal is simple: Land as many shots as you can on the bad guys and score points for each shot that hits, and for each enemy you take down. Also back is New York Minute, the bonus mode found in earlier Max Payne games where you’re dropped into a frantic battle and you have one minute on the clock—but you get extra time for each enemy you kill.

I haven’t even delved into the game’s multiplayer, which includes a variety of Deathmatch and Team Deathmatch modes; Payne Killer, where everyone’s out to get Max and Passos; and Gang Wars, which brings the game’s narrative to multiplayer mode as you and your team work through a variety of objectives. Along with fast action and unlockable upgrades, you’ll also find a version of Bullet Time that, when kicked in, drops everyone around you into slow motion, an event that’s great fun and that generally leads to a lot of carnage.

For a closer look at the multiplayer, which Rockstar will be continuously supporting with new content that will be available bundled at a discount with the Max Payne 3 Rockstar Pass, check out these videos on the Xbox YouTube channel:

Max Payne 3 Multiplayer Gameplay Part 1

Max Payne 3 Multiplayer Gameplay Part 2

Whether you’ve played Max before or you’re a newcomer, Max Payne 3 is a must-buy for shooter fans. Amazing graphics, stellar animations, a story full of twists and turns that’s worthy of a Hollywood blockbuster, and pulse-pounding shooter action packed full of challenge and cinematic moments all come together to make this one of the most impressive Xbox 360 games yet.