Max Payne is not a lucky man. As if watching everyone he loved die (twice) wasn’t misfortune enough, he’s also had to contend with a change in developer, nearly three years in delays, and a fanbase that’s more than a bit skeptical of his mid-life crisis move to Brazil.

After seeing the game in action at last weekend’s New York City Comic Con, I can’t say with full confidence that Max Payne’s life will be getting better anytime soon. He’s still got a bad habit of losing women and getting shot, and his new bald look and São Paulo setting will probably remain a hard sell to anyone expecting a direct continuation of the first two games. Still, if there's any studio in this industry with the skill and pedigree to successfully blend the familiar and the fresh, it's Rockstar, and the developer is certainly trying some bold new things with Max Payne 3.

Inside Rockstar's NYCC booth, I was treated an abbreviated version of the demo they showed off to press outlets a few weeks back. Things kicked off with Max in a scummy New York City apartment, talking to his old buddy Raul Passos about a possible private security gig in Brazil. Our hero's reluctant to head south, but the decision is soon made for him when a mob boss shows up looking to avenge his son, the latest victim of Max's itchy trigger finger.

The shootout that followed lent me my first glimpse of the game's take on bullet time, as well as the new cover system and destructible environments. If there's one aspect of Max Payne 3 that perfectly captures the essence of its lineage, it's the combat. Bullet time is the same slow motion gun ballet it's always been, albeit with some serious visual upgrades. Each bullet is individually modelled and leaves a ripple of displaced air behind it, and Max's limbs give off a similar shimmer as he dives through the air. Thanks to the Euphoria engine, he'll now throw out an elbow or a knee to brace his landing, and once he's on the ground he'll have a full 360 degrees of motion and even be able to roll over into a prone position.

The biggest addition to combat is arguably the cover system. You'll now be able to snap to objects in the environment and duck behind them for added protection, popping your head out to take potshots at your enemies. What you won't be able to do, though, is spend all of every gunfight hunched in a corner. Keeping with franchise tradition, Max Payne 3 won't feature any sort of regenerative health, instead forcing you to scrounge for painkillers to patch up your wounds. That's a gamble in this day and age, but it's one I'm glad Rockstar took, since it forces you to get thick in the fray of every gunfight and use bullet time to its full advantage.

The other important change to gameplay is destructible environments. While it doesn't seem like you'll be able to take out entire walls or buildings a la Battlefield 3, but seeing the glass and wood chip away around you as your cover shreds to nothing certainly gives things an added boost of drama and immersion.

So too does the new weapon system. Your magically deep jacket pockets are gone, replaced with a new three weapon limit. Everything Max carries — up to two one-handed weapons and one two-handed gun — will be visible on his body in some way, be it in a holster or strapped across his back, and the animations used for switching between weapons look impressively organic. At one point during the demo, I was surprised to notice that Max was firing a pistol with one hand while holding a shotgun by his side in the other, as he'd swapped weapons mid-combat and didn't have time to properly stash it away. It's a decidely unique way to handle inventory, making firefights feel more like something out of a well coreographed action film than the fire, rinse, repeat experience you get from most modern shooters.

Much like in the prior games, taking down the last enemy will grant you a cinematic view of that final bullet as it spirals towards its target. Now you've got the added ability to slow down or speed up its journey with the left analog stick, letting you savor your victory as much as you please.

After Max cleared out the last of the attackers and headed to the rooftop for a sprawling, snowy view of the city skyline, the demo jumped ahead to a much later mission, which found Max already bald and on the streets of Brazil. It was an escort mission, tasking you with escaping a bus depot with a girl named Fabiola, but great AI and scripted sequences never made it seem like a chore to look after her. The segment featured a lot more in the way of dramatic set pieces, with buses that could be knocked off their lifts to crush enemies and a chain that Max could ride down to ground level, shooting enemies along the way with the aid of bullet time.

It was during this level that I got to see another new feature: Last Man Standing. If Max takes a fatal shot in the middle of a firefight, he'll automatically slip into bullet time as he falls to the ground. If you manage to take out an enemy before you hit the pavement, you’ll recover with a tiny portion of your health left, similar to Borderland’s Second Wind feature. In a lot of ways, it's a clever compromise between regenerative health and the punishing nature of a health kit-driven game, and I'm looking forward to seeing how it works in the finished product.

Early on in the presentation, Rockstar informed me that they’re eager to recapture the sense of the surreal that characterized the first two games. In an early scene, for example, your mentally ill neighbor runs out into the hallway to confront the gangsters who are gunning for you. The poor guy, a Vietnam vet by the looks of things, delivers a monologue about the cleansing power of fire, then detonates explosive vest strapped to his chest, taking out the goons and a good deal of the hallway in the process.

It’s certainly an alarming moment, but free of context, I’m not sure it hits its intended mark. It felt strangely hollow, especially in light of the eerie dream sequences and dense references to Norse mythology that gave the first two games such an interesting juxtaposition of the darkly realistic and the otherworldly. The reason why the Valkyr addicts' ramblings and Max's nightmares added so much to the game is because they were closely linked to the plot and characters, not because they were just strange occurrences in an otherwise familiar setting.

And that shortcoming really sheds light on the biggest blow to the franchise, the loss of original head writer Sam Lake. No matter what outraged fans might claim, the New York setting wasn’t what made Max Payne feel so pointedly noirish. It was Lake’s writing — charmingly melodramatic, willfully purple, and just pulpy enough to set the mood for a classic story of revenge and redemption.

Rockstar has brought back Max’s internal monologue, but based on what I’ve seen so far, the tone is entirely misdirected, spoken too plain and played too straight to mesh with the franchise it’s representing. Nothing crackles in quite the same way that lines like “The sun went down with practiced bravado,” did in the first game, and that’s a shame.

The use of comic panels to advance the plot is also back, but in strange, neutered form. Gone are the painted actors and dialogue bubbles. In their stead, in-game graphics animate much like a standard cutscene would, then freeze in place as they slide into a comic book panel arrangement on the screen. All this is overlaid with a scan-line effect, presumably to make it look as though it’s being filmed with a camcorder. It’s slick, but in a lot of ways it’s more reminiscent of the TV show 24 than anything in line with Remedy’s approach.

After seeing Max Payne 3 in person for the first time, I’m not entirely certain how I feel about the game. On the one hand, Rockstar has clearly made a concerted effort to keep as many of the franchise’s trademarks as possible intact. The bullet time and gunplay look exciting and true enough to their roots, the visuals are spectacularly moody, and many of the broad storytelling elements are still present, at least in some form. Even many of the things they’ve added — destructible environments, the cover system, Last Man Standing — seem like the perfect way to modernize the franchise while staying true to the spirit of the originals.

On the other hand, what I’ve seen makes me suspect that they’re trying to force that familiar structure into a more mature context. It reminiscent of the tonal gulf between Grand Theft Auto IV and its predecessors, with campy charm supplanted by a grittier and more self-serious atmosphere. But in a lot of ways, Max Payne was never really their baby to raise, and unlike GTA, its immature bend never got in the way of telling a good story.

If Rockstar wants Max Payne to evolve, they’re going to have to convince a lot of folks that the growing pains are worth it, myself included.