Max Payne 3 is a 2012 third-person shooter video game developed and published by Rockstar Games. It was released on May 15, 2012 for the PlayStation 3 and Xbox 360; a Microsoft Windows port was released on May 29, 2012, followed by an OS X port on June 20, 2013. The game is the third entry in the Max Payne series and the sequel to Max Payne 2: The Fall of Max Payne. The game is also backwards compatible on Xbox One and Xbox Series X/S. The game is played from a third-person perspective. Throughout the single-player mode, players control Max Payne, a former NYPD detective. Nine years after the events of the second game, Max finds work as a private security contractor in São Paulo, Brazil, but becomes entangled in a quest filled with death and betrayal. An online multiplayer mode is included with the game, allowing up to 16 players to engage in both cooperative and competitive gameplay in re-creations of multiple single-player settings. As part of their research for the game's setting, the developers conducted field research around São Paulo throughout development and captured footage for the design team. Development duties were shared between many of Rockstar's studios worldwide. At release, Max Payne 3 received highly positive reactions from critics, with praise particularly directed at its narrative, action, and themes, though some criticism was aimed at the change in style from its predecessors, its linear design, and depiction of São Paulo. Max Payne 3 achieved high sales, shipping approximately three million units in the first week of release. It was nominated for multiple year-end accolades from several gaming publications, winning a variety of them. Gameplay Max Payne 3 is a third-person shooter in which the player assumes the role of its titular character, Max Payne. A new feature to the series is the cover system, which allows players to gain a tactical advantage, and avoid taking damage from enemies. To progress through the linear story, players take on enemies throughout levels. The game features interactive cutscenes which transition seamlessly into continuing gameplay; there are no loading screens across gameplay and cutscenes. In combat, auto-aim and a cover system can be used as assistance against enemies. Should players take damage, painkillers can be used to regenerate health. Players use melee attacks, firearms and explosives to fight enemies. In action sequences, bullet time can be used; using this feature,