The main characters of Max Payne 2: The Fall of Max Payne are Max Payne, voiced by James McCaffrey; Mona Sax, the contract killer he falls for (Wendy Hoopes); Vladimir Lem, the Russian mobster who turns out to be the villain (Jonathan Davis); Vinnie Gognitti (Fred Berman); detective Valerie Winterson (Jennifer Server); and senator Alfred Woden (John Braden).

| Character | Who they are | Voice actor |
|---|---|---|
Max Payne | NYPD detective, back on the force | James McCaffrey |
Mona Sax | Contract killer, Max's love interest, playable in some chapters | Wendy Hoopes |
Vladimir Lem | Russian mobster, Max's ally turned villain | Jonathan Davis |
Vinnie Gognitti | Underboss of the Punchinello crime family | Fred Berman |
Valerie Winterson | Max's NYPD colleague | Jennifer Server |
Alfred Woden | Senator and leader of the Inner Circle | John Braden |
Mona Sax was thought dead at the end of the first game. Vlad Lem, Vinnie Gognitti and Alfred Woden all return from it too, some with new voice actors: Mona was voiced by Julia Murney, Vlad by Dominic Hawksley, Vinnie by Joe Dallo and Woden by John Randolph Jones in Max Payne. The first game's cast is on our Max Payne characters page.
The Cleaners are a squad of hitmen eliminating anyone who knows about the Inner Circle, the secret society led by Woden. Max's NYPD colleague Winterson is secretly Vlad's mistress and works for him. Both have a Brooklyn School for the Blind certificate behind their desks, a school Vlad donates to: an early clue. The whole plot is on our Max Payne 2 story page.
The game has three parts: The Darkness Inside, A Binary Choice and Waking Up from the American Dream, each with a prologue and 6 to 8 chapters.
| Character | Key chapters | Fate |
|---|---|---|
Mona Sax | Suspected of murdering senator Sebastian Gate, which she did, on behalf of Alfred Woden | At Woden's mansion she cannot bring herself to kill Max; Vlad shoots her and she dies in Max's arms. She survives only in the ending unlocked on the Dead on Arrival difficulty |
Vladimir Lem | Part 1, A Criminal Mastermind: Max saves him when Vinnie attacks his restaurant, the Vodka, in the old Ragna Rock club. There Are No Happy Endings: he shoots Max in the head at Mona's hideout | Final boss of That Old Familiar Feeling: the mansion floor explodes, both men fall into the cellars, and Max hunts him down and kills him |
Vinnie Gognitti | Part 3, Dearest of All My Friends: Vinnie wears a Captain BaseBallBat Boy costume rigged with a bomb, and Max has to keep him alive against Vlad's men | Vlad detonates the bomb at Mona's hideout, where Mona finds his remains in A Losing Game |
Valerie Winterson | Part 2 prologue: she questions a witness to the Gate murder at the precinct, and Max catches her leaking the case on the phone | In The Genius of the Hole, at the Cleaners' construction site, she holds Mona at gunpoint; Max shoots her, but she wounds him badly enough to send him to hospital |
Alfred Woden | Love Hurts and That Old Familiar Feeling take place at his mansion, where Max and Mona come to protect him from Vlad | Vlad kills him when Woden confronts him |
Mona is playable in four chapters: Routing Her Synapses, where you see Max's infiltration of the Cleaners from her side, Out of the Window, The Genius of the Hole and A Losing Game, where she goes into the burning funfair to save Max. Her face in Max Payne 2, in game and in the graphic novel panels, is Kathy Tong's; in the first game it was Carol Kiriakos's.

| Character | Who they are |
|---|---|
Jim Bravura | Assistant chief of the NYPD in the first game, now Max's lieutenant. He is shot at the hospital, and in Too Stubborn to Die Max sees him in surgery on the security monitors, which gives the chapter its name |
Kaufman | Leader of the Cleaners and the boss of The Million Dollar Question: he steps out of an elevator with his men and takes more damage than a regular Cleaner. Voiced by Gregory Sims |
Mike "The Cowboy" | One of Vlad's men, introduced in A Criminal Mastermind during the attack on the Vodka |
Nicole Horne | Only seen in Max's memories, with the same voice as in the first game, Jane Gennaro |
James McCaffrey voices Max in all three games, but his face changes: Sam Lake modelled Max in the first game, actor Timothy Gibbs in Max Payne 2, and McCaffrey himself in Max Payne 3. More on the Max Payne character page.
The rest of the series: Max Payne, Max Payne 3. Max himself, across all three games, on the Max Payne character page.
Vladimir "Vlad" Lem is a Russian mob boss in the arms trade. Max Payne's ally in Max Payne (2001), he becomes the main antagonist and final boss of Max Payne 2 (2003), secretly running the Cleaners to take over the Inner Circle. Dominic Hawksley voices him in Max Payne and Jonathan Davis in Max Payne 2.
Vlad is at war with the Punchinello family and lost his weapons cargo to his former lieutenant, Boris Dime. In An Offer You Can't Refuse, he offers Max a truce and sends him after Dime. More on Max Payne.
| Moment | What happens |
|---|---|
A Criminal Mastermind | Max saves Vlad from Vinnie Gognitti's men at Vodka, Vlad's restaurant in the old Ragna Rock club |
The Cleaners | Vlad secretly runs the Cleaners and wants to take over the Inner Circle and the city's underworld; Valerie Winterson is his lover |
There Are No Happy Endings | Vlad kills Vinnie Gognitti and shoots Max in the head at Mona's hideout, for killing Winterson |
The final chapters | Vlad reveals that Woden sent the Project Valhalla file, shoots Mona Sax and kills Woden |
In That Old Familiar Feeling, the last chapter, Max fights Vlad through Woden's burning manor. Vlad throws C4 and Molotov cocktails from a platform at the top of the manor, and Max shoots its supports and kills him. More on Mona Sax and Alfred Woden.
In Max Payne 3, Vlad is a multiplayer character in the Classic Multiplayer Character Pack. His face in Max Payne 2 is Peter Giles.