Max Payne Wiki
For the achievement/trophy in Max Payne 3, see Dearest of All My Friends (Achievement/Trophy).

"Max, dearest of all my friends."
―Vladmir Lem caught Max in the funhouse

Dearest of All My Friends is the fourth chapter of Part III in Max Payne 2.


After finding Vinnie Gognitti in a Captain BaseBallBat-Boy suit, Max learns that Vladimir Lem tricked Gognitti into the suit, and if he takes it off, a bomb will detonate in the costume and kill him. Vinnie attempts to make a deal with Max, saying that he will help him take down Vlad if Max helps him to survive the suit. Payne agrees but only as a way to anger Lem, knowing that Gognitti will most likely turn against him as soon as he gets the chance.

The two make their way through Vinnie's business, while Max takes care of the Cleaner commandos and Russian mobsters that attempt to raid the building. As Gognitti reaches the door to the nearest exit, he realizes that he can't fit through the doorframe without setting the bomb off; instead they have to go through Vinnie's apartment in order to reach an alternate route to the exit. Max and Vinnie take a service elevator up to Gognitti's apartment, which is full of Captain BaseBallBat-Boy merchandise, and then go out to the balcony where Vinnie can climb down to ground level outside.

Cleaners and Russian mobsters continue to come for the two of them, scaling the walls as well as driving Squeaky Cleaning Company vans into the lot, but Max takes them all out and the two make their way through the lot and head into the mechanic's garage. After taking down a van full of Cleaners that plow through the garage door, Max helps Gognitti through a hole in the back wall that leads to Vinnie's private garage. Once Payne takes care of a few more assassins that burst into the garage, the detective and gangster drive to Mona's apartment in order to get her to help Gognitti. The pair arrive at the funhouse but soon after walking through the entrance, Vladimir Lem appears and threatens to blow up Gognitti if Max didn't drop his gun.


Hidden Weapons[]

  • Just at the beginning of the level, the locker beside Max contains Painkillers.
  • The room that Vinnie Gognitti first hides in when the Cleaner commandos begin to attack has shotgun and Ingram ammo. The locker just beside Vinnie has grenades and Molotov Cocktails.
    • A smaller room adjacent to it has M4 Carbines and ammunition in it.
  • Upon first entering Gognitti's apartment, large cabinets can be seen on the other side of the room which has an M4 Carbine, ammunition and painkillers in them.


  • Inside Vinnie Gognitti's apartment are many Captain BaseBallBat-Boy collectibles, and if Max breaks any of them Gognitti will begin to berate Payne for breaking his valuable memorabilia.


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