• Where's Max's signature trench coat?
• How come the game isn't set in New York?
• Why the hell is Max bald?
• If Remedy Entertainment's not making this, what's the point?

The emotional doubt underlying every one of these questions is wondering why Rockstar Games would purchase the rights to develop a new Max Payne game when it's one of the few studios capable of building a new franchise just fine. Between Bully, Manhunt and others, Rockstar is not a company afraid of striking out on its own.

I'd wager Rockstar is actuely aware players are skeptical about Max Payne 3. Take-Two Interactive and Rockstar were involved with the development of Max Payne and Max Payne 2: Fall of Max Payne, but this is an entirely different situation.

Remedy moved on, Max stayed behind.

Have no fear, Max Payne will be doing all sorts of diving around in Brazil, too.

My hands-off demo of Max Payne 3 felt like a direct response to fan anxiety, as if Rockstar was quietly saying it knew the initial unveiling on the cover of Game Informer wasn't its best foot forward. In order to evolve Max, you have to earn the trust of its fans.

This is a different situation from Red Dead Redemption, where Rockstar picked up a Capcom franchise and everyone shrugged. Players love Max's deranged, fourth wall breaking world of sex, drugs, gangsters, graphic novel cut scenes and bloody trails in dark rooms.

Let's put initial fears to rest: for better or worse, Max Payne 3 looks like a Max Payne game. Rockstar hasn't deviated from the basic formula. You're still going to be jumping around in slow motion a whole bunch, which has left Rockstar free to tinker around the edges to make Max Payne game more relevant in 2012, when it's releasing.

I was also told Remedy has seen Max Payne 3 and gave a thumbs up, which should help assure fans.

You will start the game as a battered, alcoholic Max sporting his traditional trenchcoat, taking out pissed off gangsters on the roofs of New York. A good chunk of the game, I'm told, takes place in New York.

A Rockstar representative talked over the demo, pointing out where Rockstar has stuck to tradition and where the company has played around with the insides of Max Payne. You no longer have access to a full array of weapons, forcing players to make choices about Max's arsenal. He can run around with two or three different weapons (i.e. dual pistols and a shotgun), all of which are reflected on the character model itself--you won't have to pull up a menu to be reminded what weapons Max is holding. Duel wielding remains core to the shooting, and Rockstar has included a cover system, which looked very natural.

The bullet cam has returned in this one, as well, but serving a slightly different function. Previously, firing the sniper rifle would trigger the camera to track the bullet. It was stylish but wore thin. In Max Payne 3, the final shot is followed, giving players the satisfaction of watching their handiwork play out and also serving as a useful notification there are no more enemies to kill.

Even with a cover system, Max Payne 3 encourages players to run head first into every situation.

My demo had another Rockstar employee actually playing on an Xbox 360, swiveling the reticle around the screen and taking guys out one-by-one. When the game slowed, it felt awfully similar to Red Dead Redemption, which allowed players to tag specific enemies and have them taken out automagically. Rockstar told me a similar mechanic is being considered for Max Payne 3, but specifics haven't been worked out. There will be a manual aiming option that disables this, however.

After showing off the basic gameplay, reassuring me this is, in fact, Max Payne, we went to Brazil.

Even in Brazil, the company was quick to point out misconceptions. Max doesn't just wake up in Brazil as a convenient narrative mechanic to set Max Payne 3 somewhere else. Max will start in New York and make his way to Brazil for a very specific reason: he needs a job. And how Max becomes the bald, Walter White-esque character we've seen will also happen naturally, Rockstar explained. That transformation was not shown in my demo, but Rockstar assured it will make sense.

Brazil gave Rockstar a chance to show off another Max Payne tradition that's been maintained here: the graphic novel cut scenes. It's different this time, though. Max Payne 3's aesthetic, partially by natural evolution of technology, is much more realistic. The argument being the transition could prove too jarring, so Rockstar's tweaked their look. Now, the graphic novel portions happen using the in-game engine, with Max, as per usual, talking over them. Sometimes it's between areas, sometimes it's not, but while part of me pined for the old stylization, another part of me realized it probably wouldn't work.

Max can carry up to three weapons, such as two pistols and a shotgun.

Then, there was shooting. So much shooting. If I'm to describe the most basic difference between the way Max Payne 3 and what's come before it, it's less the shooting itself and more what's happening around it. Much attention has been paid by artists and designers to the world around Max. Balconies are falling apart, gas cans are exploding, boxes are ripped to pieces, etc. In one instance, Max was able to shoot out the pieces holding up a bus inside of a warehouse, causing the bus to come tumbling down on everyone. Max's options for toying with his enemies are hidden all around him, and based on the demo I was watching, many times it's triggered by accident, causing total madness--in a good way.

Rockstar has given Max one new way to play with time. When Max is nearly dead, time will slow and he'll have a chance to get one last shot off at an enemy. Success means a chunk of health.

If Max Payne and Max Payne 2 made shooting look like a ballet, Max Payne 3 makes shooting look like a ballet directed by Michael Bay.

And this is to say nothing about how the work Rockstar has put into Max himself. He sweats over the course of a level, his animations in bullet time are different from his animations otherwise, he's able to swivel 360 degrees on the ground, and depending on how Max is standing, you can actually tell where his weight is shifted. For a game this surreal, it felt awfully real.

What I didn't see much of was the story, and what I did see was out of context. Rockstar wasn't willing to disclose much about what's in store for Max. When asked if this was the foundation of Max's future in Rockstar's hands or a way to bring Max's character arc to a satisfying close, the company said nothing.

Those questions will be answered next March.

Oh, but I did ask if we'd get another dream sequence with baby screams and trails of blood. Rockstar said no.

Darn.