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"Project Valhalla had not been the only thing the Inner Circle had been involved in. There were rows of cabinets, full of files. The serpentine secret society went back a long way, always pulling strings from the shadows."
Max Payne

The Inner Circle is a secret society that seems to have influence over organized crime in in New York City, as well as the federal government. In 2001, the Inner Circle works with Max Payne to help take down Nicole Horne and the Aesir Corporation. In 2003, due to Woden's cancer, power leaked from his fingers onto other Inner Circle hands. This caused the Inner Circle civil war and many members of both sides perished in the conflict. It is unknown who leads the Inner Circle since Woden and Vladimir Lem's death.


Similar to many secret societies in popular culture, the Inner Circle is a group of influential figures that have ties to crime, government, religion and other institutions of power and wealth that come together privately to further their own agendas. They are also known to use proxies to complete their objectives, such as using Max Payne to kill Nicole Horne and dismantle the remnants of the Valkyr project.

The group, when seen in the first game, initially appear as four shadowy business-types with the ability to gain access to government intel and influence. Also, when the building they use as a meeting place, the Asgard Building, is attacked and most of the group is killed, Max discovers documents that reveal the long history of the group and how much reach they have in terms of influence and resources. When Max also carries out his end of the deal with the Inner Circle regarding the death of Nicole Horne, the fugitive agent is pardoned of his previous killing and misconduct during the events of the Valkyr Case.

In the second game the number of members in the Inner Circle is unknown, (at least several members are killed during the Cleaners' assault on the Upper East Side apartments) but four of the known members are listed below. Within the group, conflicts arise due to Vladimir Lem causing rifts between the members of the group and then, using his gang and the Cleaners, he orders the deaths of Vinnie Gognitti and the members of the Inner Circle, which results in the virtually every member being executed. Vlad carries out his plot until he is killed by Max Payne. It is possible that the society was wiped out as all members died in the civil war.

Known members of the Inner Circle[]

  • Alfred Woden - The leader. Killed by Vladimir Lem.
  • Nicole Horne - The new manager of the Valhalla project after it was discontinued by the government. Blackmailed Woden into silence. Ordered the field test of Valkyr-pumped test subjects that slew Max Payne's family. Killed by Max Payne.
  • Vladimir Lem - The boss of the Russian Mafia. For a time he was a student of Woden's but later rebels and ignites a civil war between the members of the society. Killed by Max Payne.
  • Corcoran - A paunchy senior who is killed before Max can get the information he needed out of him. Killed by the Squeaky Cleaning Company
  • Senator Sebastian Gate - A member affiliated with Lem. Killed by Mona Sax. Valerie Winterson of Homicide is assigned to his murder.
  • Mike - Mike is the first scout member in Inner Circle's members and covered the last Roles and camper of the order the first counters. Killed by Max Payne.
  • Kaufman - Another one of the Inner Circle's members who is joined the member and trying to kill Max Payne but he failed. Killed by Max Payne.

Associates of the Inner Circle[]

  • Mona Sax - An assassin working for Nicole Horne to eliminate Angelo Punchinello and, later, during the civil war of the society, for Alfred Woden. Woden assigns her to kill Max Payne but she is overcome by her feelings for him. She is either killed by Vladimir Lem or manages to survive.*
  • Max Payne - A fugitive wanted by the police to whom Woden and other members present an offer to eliminate Nicole Horne in exchange for their help exonerating him.
  • Valerie Winterson - A Homicide detective. Has a romantic relationship with Vladimir Lem and leaks any information of the NYPD to him. Later agrees to murder Payne and Sax for Lem but gets killed by Payne.

* Depending on the Max Payne 2 game difficulty.



"Nothing mystical about them, even if they themselves would like to think so. Just one step up the ladder of organized crime."
Vladimir Lem