Max Payne Wiki

"I'm going to make you an offer you can't refuse... I've always wanted to say that."
―Lem offering a deal with Max in the previous chapter.

An Offer You Can't Refuse is the second chapter of Part II in Max Payne.


After escaping from Lupino's Hotel, Max runs into Vladimir Lem, who needs Max's help in exchange for some firepower. Vlad's plan is for Max to reclaim his cargo ship, the Charon, whose crew have pledged their allegiance to the Punchinello Crime Family. The ship is stocked with a large variety of weaponry, and Vlad promises Max to have as much of the arsenal as he desires, so he can later storm the Punchinello Manor.

Max is dropped off at the docks of the Brooklyn riverfront, where he then proceeds to kill the guard at the gate and enter the premises. He makes his way through many warehouses and alleyways of stacked shipping containers, until he reaches a closed off bridge leading to the next section of the dock.

After searching a shipping container, he finds a sniper rifle, and evidence of a hit on the Mayor of New York City. Max makes a truck trailer roll into a raised bridge to crash into and lower it. After climbing across and getting into the next warehouse, the next chapter is triggered: With Rats and Oily Water.



Hidden Weapons[]

  • In the first warehouse, there's a broken staircase leading to a ledge. This can be accessed by standing on the crates and jumping. Walk along the ledge and you will find an Ingram, some ammo and a bottle of painkillers.
  • During the section of the chapter where Max must operate a crane to clear the path ahead, if Max jumps on top of the crane, and then makes the jump onto the containers, a hidden room can be found, with some grenades and molotovs.
  • At the end of the chapter, after crossing the bridge, there's a door to the right leading to an office. Inside there is a button on the wall that opens a secret door, revealing a room containing ammo and painkillers.


On the PS2/Xbox version, this chapter is divided up into three sub-chapters: An Offer You Can't Refuse, Cold and to-the-Point and Family Troubles.

Obtainable Accomplishments[]


An Offer You Can't Refuse

Complete 'Part II Chapter 2: An Offer You Can't Refuse' on any difficulty



  • "The skipper of the Charon was waiting, like the ferryman of the river Styx," said by Max Payne, is a reference to Greek mythology. Charon is the ferryman of Hades, who takes newly deceased souls across the river Styx to the afterlife.
  • The title of the chapter is a reference to the movie, The Godfather.
  • In the graphic novel, Boris Dime is seen holding an Kalashnikov, but he actually wields a Pump-Action Shotgun.
    • This along with unused game files prove that the Kalashnikov was supposed to be in the game, but was cut off in the final version.



Max Payne Chapters
The American Dream Prologue · Roscoe Street Station · Live from the Crime Scene · Playing It Bogart · The Blood Veins of New York · Let the Gun Do the Talking · Fear That Gives Men Wings · Police Brutality · Ragna Rock · An Empire of Evil
A Cold Day in Hell Prologue · The Baseball Bat · An Offer You Can't Refuse · With Rats and Oily Water · Put Out My Flames With Gasoline · Angel of Death
A Bit Closer to Heaven Prologue · Take Me to Cold Steel · Hidden Truths · The Deep Six · Backstabbing Bastard · In the Land of the Blind · Byzantine Power Game · Nothing to Lose · Pain and Suffering
The Darkness Inside Prologue · Elevator Doors · A Criminal Mastermind · The Depths of My Brain · No 'Us' in This · A Sign of Her Passage · A Linear Sequence of Scares · The Million Dollar Question
A Binary Choice Prologue · The Things that I Want · In the Middle of Something · Blowing Up · Routing Her Synapses · Out of the Window · The Genius of the Hole
Waking Up from the American Dream Prologue · Too Stubborn to Die · On a Crash Course · A Mob-War · Dearest of All My Friends · A Losing Game · There Are No Happy Endings · Love Hurts · That Old Familiar Feeling
Part I Something Rotten in the Air · Nothing But The Second Best · Just Another Day at the Office · Anyone Can Buy Me a Drink · Alive If Not Exactly Well
Part II A Dame, A Dork, and A Drunk · A Hangover Sent Direct from Mother Nature · Ain't No Reprievement Gonna Be Found Otherwise · Here I Was Again, Halfway Down the World · It's Drive or Shoot, Sister
Part III Sun Tan Oil, Stale Margaritas and Greed · The Great American Savior of the Poor · A Fat Bald Dude with a Bad Temper · One Card Left to Play