In July 2024, we informed you about an HD Texture Pack for Max Payne 3. Created by modder MDSXXX1, that pack attempted to overhaul all of the game’s textures. And now, after over a year, we have a new version of it.
Going into more details, this HD Texture Pack overhauls a lot of the original textures. In most cases, the modder using them as a base for the enhanced textures. As such, these enhanced textures retain the art style of the game. However, there were some instances in which the modder also used custom textures.
In short, this isn’t just an AI-upscaled HD Texture Pack. Instead, it has both AI-enhanced and custom textures.
This new pack also brings some fixes to some issues that plagued the previous version. For instance, it fixes some issues that could prevent the maps from loading. It also fixes the issue with the airport not triggering the plot at the end, as well as some texture errors.
This HD Texture Pack should be compatible with the other packs we’ve shared for Max Payne 3. So, you can use it alongside this 4K pack that upscales all the 3D models for Max Payne. Alternatively, you can use this mod to make Max Payne look like Sam Lake (the original face of Max).
From the looks of it, this is the best way to experience MP3 in 2024. After all, Remedy won’t be remaking this particular Max Payne game. Instead, the team is working on remakes of the first two MP games. And… well… I can’t wait for them.
So, if you’re planning to replay this Max Payne game, I suggest doing so with this pack. Those interested can download it from this link. Below you can also find some comparison screenshots. These will give you a pretty good idea of what you can expect from it. Just make sure to open them in a New Tab (as it will be easier that way to see the visual improvements).
Enjoy and stay tuned for more!

John is the founder and Editor in Chief at DSOGaming. He is a PC gaming fan and highly supports the modding and indie communities. Before creating DSOGaming, John worked on numerous gaming websites. While he is a die-hard PC gamer, his gaming roots can be found on consoles. John loved – and still does – the 16-bit consoles, and considers SNES to be one of the best consoles. Still, the PC platform won him over consoles. That was mainly due to 3DFX and its iconic dedicated 3D accelerator graphics card, Voodoo 2. John has also written a higher degree thesis on the “The Evolution of PC graphics cards.”
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the overhauling is so intense that i need to squint my eyes while holding a magnifying glass behind the microscope while looking at the S.E.M results
Some of these screens show real improvements
that game was gigantic when it came out 30 gb, the 16gb size seems small for a modern texture pack but its more than half the game.
MP3 was Peak. Graphically, Animations, Combat, sound design and overall storywise. I can't imagine Remedy's northlight engine come even close to RAGE and euphoria now in those remakes. Let alone Sam lake's talking skills cannot save that game
oh shut the fck up, it sucked and wasnt a max payne game, the story was not noir, it was a mid life crisis story written by the gta writer and all about bashing america. The story sucked, the combat was awful, you could only carry 2 small guns and one big one but if you equipped the 2 small guns you dropped the big one. It had terrible level design. If you look at the old games they had wide rooms so you can shoot dodge but in max payne 3 the maps were so cluttered that it was more of a cover based shooter, no room to move and the slow mo was terrible, barely any effects and the guns did not even had a slow motion sound effect, something that fallout 3 had automatically for every weapon even mods. In max payne 1 depending which surface you hit you get a different visual and sound effect, metal has sparkle effects and metallic sounds, walls have bits and pieces falling off, it was the perfect john woo and matrix inspired game, max payne 3 is a crappy hangover action movie in latin america. The big selling point was "LMAO NO LOADING SCREENS" but that was a lie, there were too many loading screens all the freaking time, its the cutscenes that pop up every 2 minutes of gameplay interrupting the gameplay and killing pacing and they are unskipable. Terrible game, any indie game trying to rip off max payne does a better job.
Also remedy has not made a good game after max payne 3, alan wake sucked and was boring, quantum break somehow had worse combat than max payne 3 let alone the older games and bad controls and was super scripted and linear, control was a mess a mixed bag of good and bad ideas and the less said about the trash nonsensical movie that is alan wake 2 the better, remedy is trash now.
Yes the game was peak storytelling and a tech showcase!
I wish Rockstar could go back to more of a linear approach.
Rest in peace James McCaffrey!
Thank you for making my childhood better.
Definitely, as much as I want to see the remakes I don't think Remedy now has the balls to deliver the amount of brutality MP3 delivered but I like to see them proving themselves. Personally, I like to see Manhunt remakes more than max payne
Let's consider ourselves "lucky" if nu-remedy (woke as hell, in bed with the devil) decides that mona sax is now buffed and magically the de facto main character girl boss and Max is some cuck that tags along passively as she makes everything happen, plot wise.
MP is one of my top 10 all time legendary pc gaming experiences. I would much rather see remedy DEAD AND BURRIED before they ruin the legacy of the Max Payne games. And since there is no guarantee they won't do that, hopefully they'll collapse before it comes to that, even if just a possibility.
Let's consider ourselves "lucky" if nu-remedy (woke as hell, in bed with the devil) decides that mona sax is now buffed and magically the de facto main character girl boss and Max is some cuck that tags along passively as she makes everything happen, plot wise.
MP is one of my top 10 all time legendary pc gaming experiences. I would much rather see remedy DEAD AND BURRIED before they ruin the legacy of the Max Payne games. And since there is no guarantee they won't do that, hopefully they'll collapse before it comes to that, even if just a possibility.
Let's consider ourselves "lucky" if nu-remedy (woke as hell, in bed with the devil) decides that mona sax is now buffed and magically the de facto main character girl boss and Max is some cuck that tags along passively as she makes everything happen, plot wise.
MP is one of my top 10 all time legendary pc gaming experiences. I would much rather see remedy DEAD AND BURRIED before they ruin the legacy of the Max Payne games. And since there is no guarantee they won't do that, hopefully they'll collapse before it comes to that, even if just a possibility.
I know how important this franchise is to everyone and in gaming in general. But truth be told, Remedy is working with that degenerate consultancy whose all in all goal is to promote evil and destroy mankind's culture. So it's bound to happen they're gonna butcher Mona and definitely remove that line "you're the man" in the kaufman stage. Unless, if Trump steps into gaming industry and defund all these consultancy groups and let the creators do what they actually want to do
the story and writing were garbage on max payne 3, wtf u talking about
never liked it, but that was years ago, janky, buggy, soo not close to the comic book noir of 2, nah
I've cleared it more than 30 times never encountered a single bug or crash in offline mode. It's more into bold cinematic realism territory than the first two games that's often overlooked just because of some features didn't make it into the game.
Digging up this corpse of a game for some dubious mod sounds like payola being paid for marketing for the remakes, likely early next year if not sooner, no reason otherwise to have these chatgpt-ai articles about some mod no one gaf about. I replayed 2 last year still amazing so 1 is really what would be interesing for the remakes to me. Remember justar owns this ip, remedont is an employee here and justar loves to fcuk with pc gamers, obviously. They could be just as "wonderful" as DE's or RDR1.
I like the first 2 not so much the third one
I tried playing 1st game which felt outdated so never got around to playing 3. I am hoping these games get a proper remake and adaptions (from what I heard from comments 3rd game's story seems lackluster and didn't faithfully adapt the comic)