History YMMV / MaxPayne3

* AlternativeCharacterInterpretation: Where exactly do the UFE officers stand alliance-wise? Are some just [[PunchClockVillain punch clock villains]] who want to speak up but keep their heads down to protect themselves and their families, while some are indeed willfully [[DirtyCop indulging]] in the underworld of São Paulo? The fact that Max encounters a UFE officer who surrenders peacefully and doesn’t betray that trust suggests that there's unspoken backstory among the UFE members. It's also telling that UFE members evacuate the airport of civilians so that it's just Max versus them.

* RealismInducedHorror: Unlike earlier installments where Max was up against vast criminal conspiracies and secret societies, ''3'' is very down to earth with Max fighting ruthless street gangs, rogue law enforcement groups, and most chilling of all, [[spoiler:an organ harvesting ring]]. The last item is so horrifying that even one of Max's arch enemies is irate and horrified.

** The airport terminal. With its entire environment massively spaced out by design and small outlets of cover, as well as the enemies throughout armed with powerful weapons as well as pinpoint accuracy, the battle is a painful slog from one side of the terminal to the other. The layout contradicts and outright forbids the kind of frenetic, two-fisted gunplay which the series is based on, and on higher difficulties the best, neigh, ''only'' way of beating the section is by abusing the "Shooting-through-Walls" glitch while engaging foes at huge distances. This is made tragic by the fact that the game designers decided to place the game's trailer theme, TEARS by HEALTH over this section.

* RealismInducedHorror: Unlike earlier installments where Max was up against vast criminal conspiracies and secret societies, ''3'' is very down to earth with Max fighting ruthless street gangs, rogue law enforcement groups, and most chilling of all, [[spoiler:an organ harvesting ring]]. The last item is so horrifying that even one of Max's enemies is shocked and they don't even fight.

* SequelDifficultySpike: ''3'' goes back to the NintendoHard nature of the first game with enemies often having more health than Max. The "In The Zone" BulletTime mechanics of the second game are gone now, and painkillers are scarce. Enemy bullets in real-time also travel much faster than in the first two games, encouraging the use of cover. Overall the game heavily encourages the new TakeCover and blindfiring systems, and trying to shootdodge through every fight like in the first two games will just get you riddled with bullets. On the up side, mastering the [[BoomHeadshot headshot]] is still as rewarding as ever and usually a OneHitKill on mooks without helmets.

** [[spoiler:[[BigBad Victor Branco]] is an aspiring but CorruptPolitician of São Paulo, and a member of the wealthy Branco family. He is also the hidden leader of the UFE, a law enforcement group he uses for his own ends, and the Crachá Preto paramilitary death squad, and the mastermind behind the assassinations on his brothers--one by burning alive--and the abduction of his sister-in-law. He is motivated by [[{{Greed}} control of the family fortune]] and [[WoundedGazelleGambit gaining sympathy for the election]]. He recruits Max as a bodyguard but really plans on making Max a fall guy for his criminal enterprises, which includes a secret ring where the poor of Brazil are kidnapped, held hostage, and [[OrganTheft harvested for their organs]] for the black market organ trade.]]

* TheWoobie: [[FoolishSiblingResponsibleSibling Giovanna]]. She's nearly killed multiple times after going to a party with her sister. After she and Marcelo try to rescue her from Serrano's thugs, [[spoiler:he kills Fabiana right in front of her]], and Giovanna later sees [[spoiler:[[KillItWithFire Marcelo being firenecklaced]]]]. When she tries to help out Max later on, she's nearly killed several times ''again'' by the Crachá Preto. Luckily, she manages to [[EarnYourHappyEnding Earn Her Happy Ending]] and [[ScrewThisImOuttaHere leaves the city unharmed with Passos]], [[AnyoneCanDie unlike a majority of the other characters]].

* {{Wangst}}: Most of Max's inner monologues delve into this in ''3''. On the one hand, over the years, he's developed a completely justified level of SurvivorGuilt. He may be able to [[OneManArmy singlehandedly kill hundreds of mooks]] (which, as a former law enforcer, isn't something he'd be proud of to begin with), but not before they have killed everyone he's either cared about or tasked to protect. On the other, he ''just won't shut up about it'', taking every opportunity to mention how much he sucks.

** The end of the yacht level, where you try to enter the ship's bridge. The section has little covert or room to dodge and maneuver, enemies spawn and attack from awkward angles, and the scattered furniture blocks your shots, while your enemies can still hit you fine. Expect to die multiple times here, which returns you to the lower level, forcing you to go through everything again.