Max Payne

Max Payne

435 ratings
-Ultimate Max Payne(1) Sound Fix for Windows Vista/7/8/10-
By darkje
This guide will help fixing the sound issues users are having with Max Payne(1) in windows Vista/7/8/10

I'm the orignal author of the -Max Payne(1) Vista Sound Fix-, posted[] in the 3drealms forums years ago when Vista was released and the Max Payne(1) sound issue first surfaced.

The main issue is that if you install Max Payne (1) on Vista or Windows7/8/10 you will probably notice that most music, intro sound, cut-scene talks and many of the original in game sounds are missing. The old fix attempted to fix that, by converting the original sounds to a format that does play right in Vista/Windows7/8/10, but it had some flaws, like leaving the game in an unpacked state, and not being compatible with mods.

So, I picked up development of the fix again after a long period of silence, with the goal to make it work for everyone, including Steam and Windows7/8/10 users and others.

I posted my fix on the steam user forums[] (spuf) too, and supported it there. But since these forums have been closed now, I'm reposting here in the new steam forum and as a steam guide.

The fix's main function -the conversion part- will unpack the game using the tools provided on the max payne cd release, ras-maker (it's spelled without the dash, but somehow the forums won't allow me to say 'rasmaker', so i'll use a dash from now on)and the rl.dll that belongs with it. It looks for and converts the sounds from the various formats found to 8bit unsigned sounds, of a quality simmilar to the original sounds using SOX -an opensource sound conversion tool-. After that is done, the game is repacked again using ras-maker. The fix also has a lot of other functions, like checking if the game is complete and converting and managing mods.

While this fix will probably keep working, I made a newer one including the highres textures by Gaiver74 and all fixes included in this FixItAll, updated to all the latest versions with an easy to use installer.
I'm not going to take away the old guides, they will still work, but it's probably better to install the newer one.
The Soundpatch
Main download: (updated 04-Apr-2012, Release 1.12)
Max Payne Soundpatch v1.12[], 396 KB (405,714 bytes)

alternate adress:
Max Payne Soundpatch v1.12[], 396 KB (405,714 bytes)

Pre-Converted files (English)
It is preferable you use the Soundpatch above, but if you somehow you can't or don't want to patch your own files or run scripts I have two versions of the pre-converted files for you:
- the 3 files packed in one big rar, you need to unpack them in your game directory., 295 MB (308,858,076 bytes)
- Three loose .ras files, no need to unpack or do anything else than just dropping them in your game directory, overwriting the ones there., 144 MB (151,433,969 bytes), 394 MB (412,658,843 bytes), 273 MB (286,777,161 bytes)
Instructions for use
After you installed the game and downloaded the fix, basically all you have to do is:
  1. Extract the fix to your game directory, this is usually located in your steam folder at 'c:\steam\steamapps\common\max payne'. You will need to use winrar, 7-zip or something similar for this.

  2. Now browse to your game directory using windows file explorer and double-click the fix's main file: MaxBatch. A green screen should appear, indicating all files needed for conversion are found. If you are met by a red screen the fix could not find all needed files or the game might be incomplete, what is wrong exactly will be indicated. In some cases converting is still possible, even with a red screen.

  3. Use the ([C] - Convert game.) option and wait a few minutes for it to finish. Three files are going to be converted, so be patient if on an older machine. When it's done a big FINISHED message is displayed.

  4. Press a key to continue and use the ([L] - Launch game.) option to play. You can also use ([E] - End.) option at this point to end the fix, and launch the game like you normally would, there is no need to launch it from the fix itself.
Robin-169 posted an excellent multilingual guide in English, German and Norwegian on installing and using the patch in a steam guide you can find here.

Restore Option
All files modified are automatically backed up, so if you want to restore the game to it's original state you can run the fix again and use the '[R] - Restore game to unconverted' option or use steam's verify game option to re-download. The next time you run maxbatch after using verify, it will recognize you did and sync it's backups to that.

Other options
There are some more options available in the main screen.
You can access a mod conversion screen, to convert mods that have missing sounds. Basically it works the same as the game conversion. It has some options for batch conversion of multiple mods, excluding certain mods from conversion, backup and restore options are also available. After a mod conversion is done the result will be checked for changes compared to the original, if no sounds were found the mod will automatically be excluded from further batch conversions, to save time. For some more remarks about that see the mods section of this guide.
There is a 'Start analyses again' option, that can be used if you had the red screen and putted the missing files in place now, the analyses will be redone and show you if it's okay now.
Debug level is normally at 0 but can be set to 1 or 2 in case of trouble and is used to make the fix more verbose, it will show more info about what it's doing, but be aware it might also take more time to complete. Normally you would not need to use this.
You can read more about the origin and conception of the soundpatch here:
and here: click[]
and also in the old spuf thread here: click[]
Playing Max in another language
I've been collecting Max Payne language files for a long time and made my collection available for download. So you can play the game in your preferred language too. Thanks to all people that send me their language files. If you find any language that is not here please send them to me so I can put them in this list.

For Max Payne (1) I got: Czech, English, French, German, Italian, Japanese, Polish, Portuguese, Russian, Slovenian and Spanish.
A guide to the files and installing them is here:

For Max Payne (2) I got: English, French, German, Italian, Russian and Spanish.
A guide to the files and installing them is here:
Mods and converting them
There are countless mods for Max Payne, ranging from simple small modifications to funny parodies and total conversions. Installation is generally straight forward; put the mod files in your game directory, start the game as usual and select the mod you want to play from the dropdown-list in the startup screen. If the mod lacks sound, it may need conversion with the soundpatch, it's best however to first try the original mod on the converted game as most mod rely on the game's in-build sounds. If they include their own sounds most of them are proper format anyway. If you do need to try converting a mod, just install the mod as usual, then run maxbatch again and use the mods section of the script. The mods part is extensive and can handle multiple mods, single or batch conversions, exclusions, wildcards, keeping backups etc. Then it checks the resulting file to see if it's size is similar(no sounds converted) or smaller(quality degraded) compared to the original, to make sure conversion worked and didn't reduce sound quality and make matter worse. If it did the mod will be restored to original and added to the exclude list to prevent further (batch) conversions.
Max Payne (1) - Downloadable Mod Collection
In 2009 Walking Alone[] collected ALL mods from fileplanet, filefront, levels4you and moddb and put them together as a 400+mods pack. I used this pack to 'harden' the mod section of the soundpatch and still have it on my disks. Since the download is not available anymore, and it's no good if just I have this pack sitting on my disk, I decided to make it available for download again, it's a big 6-part 5.2GB download, but then you get all of them. Not only does it contain mods, there is also a number of tools, templates, examples, videos and other Max Payne collectables in it.

Maxpayne(1) - Max Payne Ultimate Mod Pack, 400+ Mods and total conversions:
mp mods.part1.rar (1000.0 MB)[]
mp mods.part2.rar (1000.0 MB)[]
mp mods.part3.rar (1000.0 MB)[]
mp mods.part4.rar (1000.0 MB)[]
mp mods.part5.rar (1000.0 MB)[]
mp mods.part6.rar (283.1 MB)[]
History of edits:
18-sept-2017 - added download links for preconverted files.
14-june-2017 - added some pics and edited a bit more.
11-june-2017 - New post for new steam forums, links checked, text slightly edited from old version.

change log for v1.12:
It fixes a few issues that came up:
- On the game conversion the size of the result is now checked, if conversion failed backups are restored (if only one fails, all game files are restored, so it's fresh afterwards).
- Large working and finished messages on the game conversion section, for some people missed the fact the script was still working after the first file, where three files had to be done.
- Fixes need for edit if converting cd install of languages other than English.
- Detection and removal of previously failed conversion attempts is done. ie. tmp removed and backups synced.
- If tmp is not properly emptied between conversion of files, - sometimes it happens the OS reported file in use- , the script will alert and retry until the files are released.

Concerns about the fix being safe
I've purposely made the fix as transparent as possible, you can open the batch file in a text editor to see how it works and what it does, to prevent claims of spreading anything nasty. I've also made numerous scans of the file at virustotal, and the latest showing 0 out of 57 scanners found any sign of harmful stuff. The link to that scan is here:
If still in doubt about the workings, please feel free to ask me anything and I'll try to explain.

Known issues
- One known issue is that the fix will open a command window and close immediately after that. In short it means your system variables are messed up, there is no path to c:\windows\system32 and on a default system there should have been. So this usually indicates that the system variable 'path' has no reference in it to '%systemroot%\system32'.
You can check your path variable by checking 'path' in 'system properties/advanced/environment variables'. You can add 'c:\windows\system32' or '%systemroot%\system32' to 'path' in there, after that it should work. I could put in a check, but if the batchfile won't run in the first place it's useless, so you will have to fix it as per above.

- An other one that has popped up a couple of times is that sound is stuttering after the fix. I'm afraid I don't have an answer to that one. I've tried to solve it with people that had it occurring but without any luck. We tried anything we could think off, like using pre-converted files, other sound formats, using the game in extracted state, custom maxbatch but nothing really helped. I myself have not been able to reproduce this 'condition' so it's very hard to pinpoint what's causing it. Might be some hardware issue, like a certain sound chip not playing nice or the way the system handles RAM or the old game engine not being nice to newer hardware. I'm pretty sure it's not caused by the soundpatch.

- The shortcut created in the startmenu doesn't work. I know, and also how to fix it. But should I release a new version just for that? Probably not worth it. Just go in the game directory and run maxbatch from there -for now-.

Reporting issues:
If any issues come up please report, although there are some issues that can't seem to be fixed or reproduced, for many of them I can provide a solution. If something is found that requires a new version of the patch, I'm still willing to do that, so please do report!

Last thing:
Have fun playing this all-time classic,
Copyright, credits and shareware notices
Some files included and names used are © but in here for ease of use or readability, I hope to satisfy their respective owners by mentioning:
Max Payne, ras-maker.exe and rl.dll and the original language files © 3dRealms/Remedy at and
I'm not sure but I might have to mention Rockstar too, since they are the franchise holders nowadays, so here I go:
Shortcut.exe © by Marty List at
Sox.exe freeware from
Steam © Valve Corporation at
Vista and Windows7/8/10 © Microsoft
For all the mods in the collection I'd like to credit the makers of those mods, but it's just too many for individual thank you's, so I'm just posting a general big 'thank you' here, and of course I will remove your mod if you object to having it in there.
For the fan-made and original language files: thanks to everyone that made them and the people that send them to me to complete the collection
MaxBatch and other files included; freeware by me, Darkje ™
< >
apple4ever Jun 28 @ 7:34am 
@darkje Yes its the same file over and over again.

I'll try using the preconverted files then
MoHawKacHo May 3 @ 11:36am 
Thank you for is!
WokenWisp Apr 11 @ 7:07pm 
wow im dumb

i had already done the conversion without remembering it, the reason i had no sound in game was because the sound was off in the settings.

thanks for the patch, works perfectly now
WokenWisp Apr 11 @ 7:03pm 
i get the sound in cutscenes fine but as soon as the actual gameplay starts, only the ambient sounds play. i ran the batch file and the screen is green and debug says it found every file but instead of the convert option, there's an exclamation point and it says "No main options, No game, No mods. Can't do much..."

i'm gonna try the preconverted files but i haven't seen anyone else talking about this problem
darkje  [author] Mar 30 @ 10:18am 
In itself that looks completely normal, sox will convert all 1300+ sound files that way, and running it at debug level 2 will take a lot of time just because it;s set to comment on each individual file. But you're saying it's the same file every time, and it's somehow stuck on that specific file (placeholder.wav) ?

Anyhow the quick fix would be to use the pre-converted files.
apple4ever Mar 29 @ 9:33pm 
This doesn't seem to work for me. I ran it for a while, but it never completed. I turned on debug 2, and it just said the same output over and over again.

SoX: Detected file format type: wav

SoX: WAV Chunk fmt
SoX: WAV Chunk data
SoX: Reading Wave file: Microsoft PCM format, 1 channel, 44100 samp/sec
SoX: 44100 byte/sec, 1 block align, 8 bits/samp, 2036 data bytes
SoX: 2036 Samps/chans
SoX: Input file G:\SteamLibrary\steamapps\common\Max Payne\tmp\data\database\sounds\placeholder.wav: using sample rate 44100
size bytes, encoding unsigned, 1 channel
SoX: Writing Wave file: Microsoft PCM format, 1 channel, 44100 samp/sec
SoX: 44100 byte/sec, 1 block align, 8 bits/samp
SoX: Output file G:\SteamLibrary\steamapps\common\Max Payne\tmp\data\database\sounds\outfile.wav: using sample rate 44100
size bytes, encoding unsigned, 1 channel
SoX: Output file: comment "Processed by SoX"

SoX: Finished writing Wave file, 2036 data bytes 2036 samples
Gaming Z Mar 17 @ 9:23pm 
ah I realized what was the problem thanks for helping me, and thanks for creating the mod, I can actually hear things now
Gaming Z Mar 17 @ 6:53pm 
? the patch is in C:\Program Files (x86)\Steam\steamapps\common\Max Payne\ already
darkje  [author] Mar 17 @ 6:16am 
you can move the files there by hand if you want, and try again, then it should work
darkje  [author] Mar 17 @ 6:15am 
it looks like the patch is one directory too deep, in <game directory>\MaxPayneSoundPatchv1.12 and the contents of that directory should go one level up in 'C:\Program Files (x86)\Steam\steamapps\common\Max Payne\'