Production notes

The 2001 video game Max Payne was optioned by the production company Collision Entertainment to produce a live-action film adaptation. By April 2002, distributors Dimension Films and Abandon Entertainment were attached to the project. Shawn Ryan, the creator of the television series The Shield, was hired to write a script for the planned film. By June 2005, without production starting, Collision Entertainment had taken the project to 20th Century Fox. In November 2007, with a script written by Beau Thorne, Fox announced John Moore as the director and Mark Wahlberg as the title star.

Filming began in Toronto on March 2, 2008, and wrapped by May 9, 2008. Shooting the film in 35 mm 3-perf, several different areas around Toronto were used for multiple locations in the movie, including the old Daily Bread food bank building at Bathurst & Lakeshore. It took a full week to shoot just the final gunfight inside the Aesir Headquarters using more than 6,000 squibs.

Upon finding the building for the Aesir Headquarters it took eight weeks in pre-production to build the set and another week for the special effects team to install the squibs. The outside top half of the building was completely made of CG, by Mr.X, giving it a more high tech look. Using Google Earth they were able to find out the building's geometry. No location could be found for a rooftop helipad so a set was built in front of a green screen. Soho VFX attached the helipad to the building and set it atop New York City.

In order to recreate the bullet time used in the games without using a complex camera setup, the technique used is called "Boom Vision". Moore used Vision Research's Phantom HD digital camera which takes 1,000 fps. When the video is played back, it gives the illusion of slow motion, a method of high-speed photography. The technique was used for two action scenes and required the construction of a special rigging that had the camera on a propeller that spun at two revolutions per second. The crew was not allowed near it while it was being used for fear of damaging the camera or getting injured. Soho FX then blended the thousands of shots into the other footage during post-production. A contest was held between visual effects teams to see who could create the best drug-induced hallucinations. A reel was shot from actual set locations, it also included footage in front of a green screen with a stand-in for Wahlberg. The reel was then sent to ten different teams where Canadian company Spin created the best demo reel. To win Spin changed the falling snow into burning embers over a matte New York skyline painting. During the climactic hallucination scene, the entire room was to be torn apart from the ceiling down around Max. A camera on a track circled Max and Spin later "recreated the ceiling in CG, so it could break away and reveal the Valkyrie world above." Moore gave the approval on Valkyrie designed by illustrators Chris Roswarne and Rob McCallum. As a point of reference and to limit the use of CG a Valkyrie suit and makeup were worn by performer Mako Hindy. Moore "wanted the Valkyries to have a slow motion quality to them, almost as if they were underwater." During the 15 weeks of post-production the Valkyries were further developed by Spin to support this. Using Maya, 3DS Max, and ZBrush they were able to create the Valkyries and have control over their wings. The artists sometimes had full control over each individual feather. They had to overcome the darkness of the film as it made it more difficult to track each object. Spin also handled atmospheric CG and the CG matte backdrop elements.

Though filmed with the intention of receiving a PG-13 rating, Max Payne received an unofficial R rating by the MPAA on September 5, 2008. Moore, angered that the equally dark The Dark Knight received a PG-13 rating when Payne received an R, said "The MPAA changes their rules willy-nilly and it depends on who's seeing your actual movie at the time. It's very difficult to get a hold of what's acceptable." On September 22, 2008, a trailer confirmed a PG-13 rating, "for violence including intense shooting sequences, drug content, some sexuality, and brief strong language." Director John Moore confirmed in an interview with GameDaily's John Gaudiosi that the film was awarded the PG-13 rating without any major changes being made to the film. Describing the re-editing process Moore stated, "We trimmed some frames more for the sake of trimming frames than anything, but we got the rating without any major changes at all." The film is rated PG-13 in the United States, a departure from the M-rated video game series. Mila Kunis said of the tone-down, "It's incredibly dark. You still get the gist of it. The only difference between R-rated and PG-13 is you might not see as much blood. You might not see blood squirting everywhere, but as far as the sadness and the darkness of it and the distraught [nature] of these human beings is very much captured in the film." The film was given the 15 rating in the United Kingdom, for "strong violence" and MA 15+ in Australia for "Frequent violence and drug use".

The film's score is composed by Marco Beltrami and Buck Sanders. Beltrami made use of a detuned piano with violins, violas, and cellos. The song featured in the trailer is "If I Was Your Vampire" by Marilyn Manson.