Max Payne 3 is a third-person shooter in which the player assumes the role of its titular character, Max Payne. A new feature to the series, introduced in Max Payne 3, is the cover system, which allows players to gain a tactical advantage, and avoid taking damage from enemies. To progress through the linear story, players take on enemies throughout levels. The game features interactive cutscenes which transition seamlessly into continuing gameplay; there are no loading screens across gameplay and cutscenes.

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