Max Payne 3 is about 90% awesome.

Everything about it is well-made - music, graphics, environments, characters, most of the plot, dialogue, models, gunplay, controls - but there are a few strange decisions that bring the entire package down.

At its absolute best, particularly in its second half, MP3 is cinematic in a way that most games don't know how to aspire to, putting you center stage in a build-your-own John Woo movie. At its worst, it's an obnoxious slog, as you get torn to pieces repeatedly by enemies who do not know pain or fear.

The first two Max Payne games are a love letter to John Woo's "heroic bloodshed" genre, where the hero looks absolutely awesome as he single-handedly murders hundreds of people, but pays a heavy price for it the moment the gunfire stops. In those games, as in the genre, most of the enemies are a bunch of nameless and disposable idiots and you'll mow them down like bowling pins. They're there to die, in the most awesome ways you can come up with, and if they pose a real threat, it's by attrition.

Max Payne 3 changes the setting, and the rules. Max isn't a cop anymore; he's a freelance bodyguard, five thousand miles from home, with a serious drinking problem. In an attempt to start his life over, he takes a job as a bodyguard for the wealthy Branco family in Sao Paulo. When his boss's wife gets kidnapped, Max tries to get her back, which isn't anywhere near as straightforward as it seems.

What ends up happening is that, instead of plowing through every idiot with mob ties in the greater New York City area, you spend most of MP3 fighting well-armed, well-trained paramilitary forces. There are exceptions, of course, but most of the enemies are wearing at least light body armor and using assault weapons. They use cover, they flank you, they use immense amounts of suppressing fire, they often have either smoke or frag grenades, and they all have that maddening AI-only ability to do lethal damage from three hundred yards with a nine-millimeter handgun. Max, conversely, is a drunk guy in a bad suit with a death wish, and even on the lowest difficulties, has very little health.

MP3 also introduces an Uncharted/Gears of War-esque cover system, which offers you a few extra combat options, but which changes the gameplay considerably. A lot of the angriest players I've seen are trying to play MP3 like that, where you hide behind cover and carefully pick people off from as safe a position as possible, and they're naturally very bored.

It feels a lot like the game is a clash of genres, like the hero from a cinematic, deliberately unrealistic shoot-'em-up accidentally wandered into a Counterstrike map, or the hero of a John Woo movie wound up fighting the antagonists from a Tom Clancy novel. It's a question of whether their numbers, tactics, and painstakingly rendered military hardware can overcome your ability to dive through the air in slow-motion.

The awesome 90% of the game is when you actually pull it off. Every fight in MP3 is potentially difficult, whether it's because you're outgunned, outnumbered, or doing something hilariously stupid, so every time you win, it's incredible. This is a genuinely hard game, and beating it is an accomplishment on any difficulty.

The not-awesome 10%, however, comes in from the handful of fights that are just poorly designed, or which are screwed up by the unnatural competence of the enemies. That comes down to the same genre conflict mentioned above, where a given encounter would be pure fun in a heroic bloodshed game, but this suddenly became a realistic tactical shooter and nobody told you. The office level's particularly bad about this, as it's mostly about throwing wave after wave of armed and armored soldiers at you, culminating in a fight with a guy in full riot gear who is, as far as I can tell, the mad monk Rasputin. It takes more shots to kill this guy than it does to destroy a police car, and he can cut you in half without trying particularly hard.

MP3 also uses cutscenes as a way to hide loading screens, which is a nice feature the first time you play through the game, but also means you can't skip them on subsequent runs. What's worse is that the game has an Arcade mode, where you can play through parts of the main game again for high scores or in time attack, and you can't skip the cutscenes there either.

I'm similarly conflicted about the multiplayer mode, which has the same problem with genre conflicts. It has a pretty substantial learning curve, where you need to gradually accumulate money and experience in order to unlock the more powerful weapons and armor, so the first few rounds of it that you play are likely to be short, painful, and generally unfair. My experience of it mostly involved getting shot in the back of the head by somebody I never saw coming.

As you level up, it gradually gets more fun as you get more equipment, abilities, and weapons... and then the entire game gets taken over by kids camping with silenced Mini-30s. You can pull off some awesome stunts in MP3's multiplayer, since they've managed to implement the shoot-dodging in a really clever way, but the community's content to treat it like any other third-person shooter. Your best bet for MP3 is to stick with private matches and try to be as ridiculous as possible.

I realize this sounds like a mostly negative review, but Max Payne 3 is a strange study in contrasts. It really does feel like two very different games fighting each other for supremacy, like Max and his 2004-style cinematic gameplay are trying to invade and take over 2012's brand of cover-based shooters.

When the game is actually Max Payne, when you've set up the perfect shoot-dodge and you're sailing through the air putting holes through people, everything lines up and it's the greatest game in the world: amazing graphics, great voice acting, a funny and deftly written script, a memorable soundtrack, the whole nine yards. It's just a shame about all of this other extraneous modern crap that Rockstar's bolted onto it.