Rockstar Support

Crashing back to desktop when launching Max Payne 3 for PC

Please follow all of the steps on this page to resolve issues related to crashing back to the desktop without any error message or Windows event log.  If you do see a specific failing module in your MSInfo (, please search for the fix.  If the fix is not listed and there doesn't seem to be any information about your failing module on forums or though Internet searches, submit your DxDiag/MSInfo to us in a ticket:

Double-check that you have the latest drivers for your system -- If you do not install the latest drivers, it is likely the game will crash

Make sure the latest version of Social Club is installed

Install the latest game patch and Social Club updates manually using the links found here:

Test for Anti-Virus/Security conflicts

Temporarily disabling antivirus/security, then uninstalling if that doesn't work just to test (we recommend using a different antivirus such as Microsoft Security Essentials during the tests to make sure you are safe)

Make sure you are launching the game correctly

For the Steam version, make sure you are using the Steam play button, or make sure to have Steam active before double-clicking the game icon.  If you launch the MaxPayne3.exe when Steam is not active, the game will not work.

Disable UAC (User Account Controls) and run the game as Administrator

Turn off UAC:

  • Open Control Panel
  • Select User Accounts
  • Select 'Change User Account Control Settings'
  • Change the slider to Never Notify

For further information on User Account Control configuration, see:

Please note that Administrator rights are required to install and run the game.  Please ensure any User accounts used to play the game have full Administrator rights.  In Windows 7, you may need to right-click the game and choose Run as Administrator.

If you are not logged in with administrator rights on your PC, you may receive a "Run As" pop-up message in Windows XP. To continue, you may need to un-check "Protect my computer and data from unauthorized program activity."

For more information about Windows administrator accounts, please see:

Running Steam as an Administrator:

  • Locate the Steam Shortcut on your desktop or within your start menu.
  • Right Click on the shortcut and select 'Run as Administrator'
Run in Compatibility Mode
Right-click the game icon and click Properties, then go to the Compatibility tab.  Change it to compatibility for your current Operations system.  If that doesn't work, set it to compatibility for either XP, Vista, or 7 with service packs.  Also do the same for Steam itself if you have the Steam version.

For Steam Crashes: Remove all spaces from the installation path, make sure it's on the C drive, and add a text file with the app id.  If your OS hides the extension, the .txt extension may not be needed on that file.  Then restart your computer (and Steam) and try launching from the Steam button or (if that doesn't work) from the Max Payne 3 .exe itself while Steam is running.

Courtesy of Acheron on


Install Social Club manually if needed on Steam

c: programfiles/steam/steamapps/common/max payne 3/mp3_installers/Social Club v1.0.9.5

Then make sure it is installed in the correct location: 

  • 64-bit Systems: Program Files (x86)\Rockstar Games\Social Club
  • 32-bit systems: Program Files\Rockstar Games\Social Club

Check for registry entry

Some players have experienced an issue where Max Payne 3 registry key is missing or pointing to the wrong spot.  Only perform this troubleshooting if you are comfortable editing your registry.  If you do not want to edit the registry, try reinstalling to a file path with no spaces.  If you are are experienced with PCs, some users have reported an unconfirmed fix that involves renaming the installation folder to get rid of the spaces and then editing the registry key.

Software Required to Run Max Payne 3

Instructions on how to manually install Max Payne 3 prerequisites from the disk (Note: For downloadable versions of the game, these files are found in the downloaded LA Noire folder, not on a disc:

  1. Insert Max Payne 3 Disc 1 or Disc 4 in to PC Disc drive.
  2. In ‘My computer’ right click on the Disc drive and select ‘Explore’ (Win XP) or ‘Open’ (Win7). YOU MAY NEED TO SHOW HIDDEN FOLDERS IN WINDOWS AT THIS POINT.
  3. Navigate to the folder ‘Redistributables\’ and launch vcredist_x86.exe, follow onscreen instructions.
  4. Navigate to the folder ‘Redistributables\DotNet\x86\ and launch dotnetfx35.exe, follow onscreen instructions.
  5. Navigate to the folder ‘Redistributables\RGSC\ and launch ‘Social Club Setup.exe’ (follow onscreen instructions).  If you are using the Steam version, you may also have a Social Club update file that needs to be run manually before launching the game.
  6. Finally, navigate to the folder ‘Redistributables\DirectX\’ and launch ‘DXSETUP.exe’ (follow onscreen instructions).

IMPORTANT: After installing the .NET Framework 3.5 SP1 package (either the bootstrapper or the full package) you should immediately install the update KB959209 to address a set of known application compatibility issues.  In addition, on Windows Vista x64 and Windows Server 2008 x64, install the update KB967190 to address a file association issue for XPS documents.

Microsoft .NET Framework 3.5 (Note: 4.0 is not supported)

Microsoft Visual C++ 2008 SP1

DirectX 9

DirectX 11


Troubleshooting crashes where there is no error message and where there is no corresponding Windows Event Log.

How to ensure that .NET Components are enabled as Windows features

How to ensure that .NET 4.0 is disabled using Administrative Tools

  • Go to control panel -> Administrative tools -> Services
  • Locate Microsoft .NET Framework NGEN v4
  • Right click and select properties and set start-up type to Disabled (Or Set start-up type to Manual and then select stop).

Link to .NET Framework 3.5 SP1 Update

Tool to verify that .NET components are installed properly

If you see an error message that looks like: [11/15/11,19:48:29] WapUI: [2] DepCheck indicates Microsoft .NET Framework <X>is not installed. [11/15/11,20:27:01] Microsoft .NET Framework <X>: [2] Error: Installation failed for component Microsoft .NET Framework <X>. MSI returned error code 1603:

How to repair .NET installations if they fail repeatedly

How to use the System File Checker tool to troubleshoot missing or corrupted system files on Windows Vista or on Windows 7


  • Open an elevated command prompt. To do this, click Start, click All Programs, click Accessories, right-click Command Prompt, and then click Run as administrator.
  • If you are prompted for an administrator password or for a confirmation, type the password, or click Allow.
  • Type the following command, and then press ENTER: sfc /scannow
  • The sfc /scannow command exactly as shown scans all protected system files and replaces incorrect versions with correct Microsoft versions. 

If you are experiencing any further issues installing or using .NET components or you are still crashing back to the desktop instantly every time you play even though all of your hardware and software is up-to-date and compatible, please contact Microsoft Support for futher assistance and troubleshooting related to the Windows Operating System:

      Microsoft Windows Technical Support

What to do if you are still crashing at boot and you have tried all of the advice on the Support Site and in this article

First of all, don't panic. We are currently reviewing the outstanding crash logs from escalated cases to learn more about any troubleshooting-resistant crashes, and we are fully committed to resolving each and every case.

Although many crashes can be fixed through routine troubleshooting, we are aware of some outstanding cases where troubleshooting has not yet resolved the issue.  

If you are still crashing after trying everything we posted so far in our support forums, log in to this article and click Subscribe at the top of this page.  We will keep this article up-to-date with the latest workarounds and fix/patch/update plans, and each time we do this you will receive an automatic notification via email.

We are sorry again that you are having to visit a crash article, but we thank you for being patient and we will look forward to seeing you online once everyone is fixed. 

Have more questions? Submit a request


  • Avatar
    Aaron R.

    We released a new patch for Max Payne 3 on PC at 12:30 AM (Eastern US, GMT-5) on June 6, 2012.  If you were experiencing this problem prior to the patch, please launch the game while connected to the Internet and accept the update.  If the issue still occurs, please update your ticket or Submit a Request on the Support Site letting us know what you see now.

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