"Nothing but the second best, why can't we sit over there, mano?"
―Marcelo talking to Alphonse over Claudio's seat

Nothing but the Second Best is the second chapter in Max Payne 3.


The chapter starts with Max riding a helicopter to a party in Club Moderno with Fabiana, Giovanna and Marcelo along with Raul Passos piloting for them. When they arrive at the club, all party goers including Max head out the helicopter while Passos stays behind. The four are then escorted by one of Marcelo's friends to the party where both Marcelo and Max go to the VIP room and the girls head for the dance floor. During that time, he and Marcelo have a brief talk about each other (e.g. Max mentions that he cannot stand the electronic music and the "robotic people"), while Marcelo rants about not getting the best seat in the VIP lounge due to Galatians' soccer star Claudio claiming it.

Soon after, Serrano, the leader of the Comando Sombra infiltrates the party with his gang and, after giving the signal, has his gang don their masks and kidnap the Brancos. During the chaos, several civilians, including Claudio, are killed. While the gang succeeds in taking Giovanna and Fabiana, Max is able to save Marcelo when a kidnapper tries to take him by body slamming said gang member through a window. From there, Max proceeds to gun down some of the kidnappers as he dives out of the window. After he kills the first wave of thugs, he heads for the back door and tries following Serrano's trail, which he fails at due to the door being locked from the other side. From there, Max fights his way to an elevator that Serrano and some of the kidnappers are taking, although he fails to catch up with them in time. However, Max manages to find a way to the girls by shimmying across a ledge and riding a service gondola. However, a CS helicopter shoots at Max, eventually shooting one of the cables out. Before the gondola falls, though, Max is able to clamber onto the rooftop. This however, leads to the CS swarming him. As they do so, Passos and Marcelo arrive in a helicopter, which allows Max to escape by jumping on and having Marcelo pull him up.

After a brief argument about how Rodrigo won't like hearing about Fabiana being kidnapped, Max grabs a laser-sighted Mini-30 and saves Giovanna from the CS. As more show up, Max provides covering fire as Giovanna flees from her pursuers. Upon flying over the helipad, however, the CS begin using RPGs to try destroying the helicopter. When one barely misses, Max falls out of the chopper and manages to grab hold of one of the landing skids. However, this makes him lose all of his remaining painkillers. From there, Max fends off two waves of gang members, one of which has another RPG. After successfully fending off the attackers, Max disembarks on the helipad before fighting through more CS members on the club rooftop in order to find Giovanna. After the shootout, Max finds Giovanna, who had been hiding safely. Giovanna then signals Passos and Marcelo, who are relieved that Giovanna is safe. However, Fabiana was taken away.



  • PT92
  • Micro 9mm
  • .38 Revolver
  • M500 Shotgun
  • Mini-30

Video Walkthrough

Max Payne 3 - Hardcore Walkthrough - Chapter 2 - Nothing but the Second Best

Max Payne 3 - Hardcore Walkthrough - Chapter 2 - Nothing but the Second Best


Max Payne 3 - Collectables Guide - Chapter 2 Golden Guns & Clues

Max Payne 3 - Collectables Guide - Chapter 2 Golden Guns & Clues


Obtainable Achievements/Trophies


Out The Window

Get 6 Kills While Diving Through The VIP Window [FREE AIM]

10 Gamerscore / Bronze Trophy

Max Payne Chapters
The American Dream Prologue (The American Dream) · 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 (Chapter) · An Empire of Evil
A Cold Day in Hell Prologue (A Cold Day in Hell) · 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 (A Bit Closer to Heaven) · Take Me to Cold Steel · Hidden Truths · The Deep Six · Backstabbing Bastard · In the Land of the Blind · Byzantine Power Game · Pain and Suffering
The Darkness Inside Prologue (The Darkness Inside) · 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 (A Binary Choice) · The Things that I Want · In the Middle of Something · Blowing Up · Routing Her Synapses · Out of the Window
Waking Up from the American Dream Prologue (Waking Up from the American Dream) · 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
Act 1 Something Rotten in the Air · Nothing But The Second Best · Just Another Day at the Office · Anyone Can Buy Me a Drink
Act 2 Alive If Not Exactly Well · A Dame, A Dork, and A Drunk · A Hangover Sent Direct from Mother Nature · Ain't No Reprievement Gonna Be Found Otherwise
Act 3 Here I Was Again, Halfway Down the World · It's Drive or Shoot, Sister · 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
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