Max Payne 3 takes place nine years after Max Payne 2. Max, now retired from the NYPD and drinking, works as a bodyguard for the Branco family in São Paulo. When Rodrigo Branco's wife Fabiana is kidnapped, Max uncovers a conspiracy led by Rodrigo's brother Victor: a corrupt police unit, the UFE, sells the city's poor to an organ trafficking ring. Max destroys the ring, stops Victor at the airport and ends the game at peace on a beach in Bahia. Below, the 14 chapters in order and the full story.

| Chapter | Title |
|---|---|
1 | Something Rotten in the Air |
2 | Nothing but the Second Best |
3 | Just Another Day at the Office |
4 | Anyone Can Buy Me a Drink |
5 | Alive If Not Exactly Well |
6 | A Dame, a Dork and a Drunk |
7 | A Hangover Sent Direct from Mother Nature |
8 | Ain't No Reprievement Gonna Be Found Otherwise |
9 | Here I Was Again, Halfway Down the World |
10 | It's Drive or Shoot, Sister |
11 | Sun Tan Oil, Stale Margaritas and Greed |
12 | The Great American Savior of the Poor |
13 | A Fat Bald Dude with a Bad Temper |
14 | One Card Left to Play |
Max accepts an offer from Raul Passos to work in private security in South America. In São Paulo, he stops a first attempt by the Comando Sombra gang to kidnap the Brancos at a party. A week later, the gang takes Fabiana from a nightclub. The $3 million ransom exchange at a football stadium is ambushed by the Crachá Preto militia, who steal the money, and Rodrigo is then killed when the militia attacks his office.
Blaming himself, Max stops drinking, shaves his head and goes into the Nova Esperança favela after Serrano, the gang's leader. There he meets detective Wilson Da Silva, who suspects that the Crachá Preto have ties to Victor Branco and the UFE police unit. Max arrives too late: Serrano kills Fabiana. During the UFE raid on the favela, Max saves Giovanna, but Marcelo is executed by the Crachá Preto.


Da Silva reveals that Passos was on Victor's payroll and asks about an attack on Marcelo's yacht in the Panama Canal weeks earlier, which Max relives in a flashback. The cargo was money Victor needed laundered, and Max had been hired as a fall guy. Investigating a run-down hotel used by the Crachá Preto, Max finds a black-market organ ring supplied with prisoners by the UFE. He frees the captives, blows up the building and lets Passos, who says he knew nothing of the organ trade, leave the city with a pregnant Giovanna.
Max gets himself arrested at the UFE headquarters to find proof, learns that Victor had Rodrigo killed and meant to fund his run for mayor with the organ sales, then chases Victor and UFE commander Armando Becker to the airport. He kills Becker and, with Da Silva's help, stops Victor's plane. Da Silva convinces him to leave Victor alive to face justice, and Max breaks his leg. A week later, in Bahia, Max hears that the UFE has been disbanded and that Victor was found dead in prison, and walks along the beach at sunset.
Who everyone is, with their voice actors, on our Max Payne 3 characters page. The rest of the series: Max Payne, Max Payne 2. Max himself, across all three games, on the Max Payne character page.