Leon opened his eyes and found that he was face down on the ground, his face pushed into cold wet sand. What happened? He wondered. As he tried to get up he felt a pain in his stomach. He reached down and held the injury, realizing it was covered in warm, sticky, wet blood. He had been shot.

Leon glanced up, Joey was standing straight up with a very large revolver in his hand, pointing the gun in the opposite direction. His mouth was moving, he was talking, but Leon wasn't hearing anything. He tried to make out the words but couldn't. Realizing the situation, Leon grabbed the small revolver at his side, adrenalin running through his body. Anger.

About to jump up, he was forced to stay down by an enormously intense pain at the back of his head. Joey's weapon fired, no sound. Feeling like a chain was around his neck, chocking him, not allowing him to breathe, Leon lost consciousness, he drifted back into dreamland.

"No, Pierce." Blood poured out of Max's mouth. "That's-ah! Not, K-king, Kingpin."

Pierces mouth dropped, in the dead silence he could head his heartbeat. "What the hell?"

Max stood on his knees barley conscious, to see what unfolded next.

"Ha-ha-ha-ha-ha-ha-ha-ha-ha, ha." Kingpin laughed again.

"That's not King," said Max, "t-that's-"

"Who?" Pierce spoke.

"Come on, Pierce," Kingpin spoke in a smooth, familiar voice, "are you that incompetent?" he laughed once more. "Would you really, point a gun, at your own brother?"

With one large heartbeat, Pierce lowered his weapon, he was shell shocked.

Kingpin took off his hat, throwing it on the ground, revealing his long blond hair and dark glasses. Off the glasses went, as well as the wig, revealing shorter brownish-black hair. He laughed again, he was amused at this situation. He had the upper hand.

Max was still managing to stay up on his knees, despite the numbing and the drowsiness, almost loosing consciousness many times.

"Impossible!" Pierce shouted, pointing at Phil. "You! You died!"

"What brother? You think I am that easily killed? Ha! You are rather incompetent." Spoke the old SVPD Sergeant.

"Why? Why Phil, why? Why the hell are you doing this?"

"P-Pierce, he's, he's corrupted." said Max.

"I'm not corrupted, I'm seeing clearly."

"What happened to you Phil?" Pierce continued, "What-why. I don't understand. If it wasn't you in that car, who was it?"

"Ha-ha. That was a man, willing to give his life, for the better of mine."

"What were your intensions?" Pierce was raising his voice.

"What happened to the real Kingpin?" Max joined in.

"Okay, I'll explain, seeing as you are both about to die, haha." he began, "I started co-operating with the Mafia, one of their… 'people' got in touch with me, and from there I started seeing clearly."

"What?"

"Let me continue, brother. Ha. So they hired Kingpin to supposedly, kill Joey, and he failed the first time, so we killed Kingpin, and I well, uh. Took his identity, some to speak. Then we dealt with the whole Joey thing, and got in a little over our heads back in Liberty, made the mistake of taking on Claude and Tommy. We meant to only lead you two to Venturas, so you would be outnumbered. It's a shame really that those Liberty thugs, got into out business, as you can see, Nicoletti and Connor, as well as Toni are all dead now, which wouldn't have happened, had we only been fighting you. The Mafia are probably finished, or maybe not. There is still an available leader, willing to take the job."

Max's drowsy eyes widened, "WHAT?"

"No, Max, that's not your business, or mine either."

"You're crazy Phil." Pierce accused.

"No, I am not, you see. Instead of staying at my piss-poor job as a sergeant, being treated with disrespect by everyone in the station, not having any friends or family-"

"I'm family."

"Fuck you. You didn't care one bit!"

"That's a lie!"

"Oh really? After I 'supposedly' died, were you there to mourn my loss? No! Did you even get on the damn case? No! You didn't do shit."

"I was busy." Pierce fought back.

"Family first jackass." Phil was getting loud, angered.

"What about mom and dad?"

"They're dead, the dead don't matter. They were all I had, they helped me out, what was I supposed to do now? I did what I had to do, that's what."

"Then why did you turn to the Mafia?"

"Because they had everything, my life would be superior to yours, as a matter of a fact, it is."

"Your wrong, what's so great about betraying you brother, who all he ever did was love you?"

"You didn't love me."

"Damn it, Phil. I DID! I do, or well, I used to."

"Oh well, it doesn't matter. After this, you'll be dead and I'll be in power. I'll have my own front, my own huge apartment. And I'll be making money every second of my life. Since you killed Toni, well, I have no one to share it with, leaving it all to me."

"So what? You supplying the Mafia or something?"

"In the Mafia, in Chicago. I will be one of the highest ranking leaders the mafia will ever see. I will control their money, and weapons, and in return, I get security, a nice place to live, and power. I can kill every one of those bastards at SVPD who treated me like shit, starting with that whore Jennifer. As a matter of fact! I can kill anyone and get away with it!"

"I don't know you anymore. You've been corrupted, by greed and being power-hungry."

Phil raised the LX-34, "At least I'm not a poor son of a bitch." Before Pierce could react, the Kalashnikov was shot out of his hands, Pierce almost lost his balance. Holding his bloody hand he looked up at Phil.

The damn LX-34 holds 18 bullets in one clip. Damn it. Max thought, watching two brother stare down each other evilly.

"Phil. We were brothers."

"Not any more. You've missed your last chance. You'll regret that forever." Phil aimed and shot, five bullets punctured his chest, Pierce was still standing. His chest turned blood red, soaking the fabric. He fell to the ground, laying on his side, next to his Kalashnikov.

Phil swung his arm to Max, standing three feet in front of him. Max stared down the barrel and closed his eyes. The gunshot rang into the air. Max's heart jumped, expecting to be face down on the sand in a puddle of blood, dead. He forced his eyes open and saw that he was covered in blood splatter, Phil's chest was wide open, a large red gaping hole, just like the past.

He dropped the LX-34 and wiped the wound, turning his hand red with blood. Slowly realizing it, he lost his balance. "Son of a bitch." He fell, bouncing off the ground. A puddle of blood appeared under him.

After he fell, Joey was in view, holding a very large revolver in one hand. He aimed at Max. Max was shocked.

"Sorry Max, but this has to be done." he said.

Max closed his eyes again, expecting to die. Seven or so shots were fired, Max opened his eyes to see Joey covered in red, falling to the ground in a crimson shower.

To his left, Pierce stood on his knee, using every last ounce of his strength, his life, to save Max. Phil fell face first into the ground, his Kalashnikov still in his hands. Pierce was dead.

'The final gunshot was an exclamation mark to everything that had lead to this point. And then it was over.'

Max fell to the ground, unconscious.

Minutes later a young kid was walking around the blood covered battlefield, picking up all the weapons he could carry, tears in his eyes after seeing his father's lifeless body. The image would haunt him forever. He stumbled over Max's body. Max opened his eyes, a kid staring at him.

"Who are-" Max spoke. The kid raised a desert eagle to his face, ready to pull the trigger. Max moved and a bullet shot into the ground. Acting upon impulse he took the gun from the child and aimed it at his head, he pulled the trigger.

He ended up staring at a fourteen-year-olds body. "What have I done?" He brought himself to his knees. Taking the badge off of his neck he tossed it into the dirt. Max stumbled very slowly towards his car, leaving a large blood trail upon the now dry sand in the ninety degree heat. He still did not know how he was staying alive, but at the time, it didn't matter. All that mattered was that he was alive, they were dead, and he needed a doctor. He drove away from the cursed valley of death, looking for someone who wasn't going to go to the cops to fix him up. It was a long shot.

At that instant, Tommy Vercetti opened his eyes, leaning up. He must have been shot eleven times. His Hawaiian shirt riddle with tears in the fabric. He lifted up his shirt and pulled his vest off, revealing intensely colored purple and red chest. He had been shot by mostly weaker weapons. It ached with such an intensity that it made him slow. He stumble among the many dead bodies, the red painted sand. Looking around, there were no cars in sight. It was as if god had deserted the area in order for this tragedy to take place. It was a valley of death.

Amongst the bodies, Tommy spotted Jack, he must have been hiding in the trunk of the car, he wanted to see the action. Damn foolish kid. And innocent child died. Next to his body was a badge. Tommy examined it. That cop. Max Payne.

Tommy walked away from the battlefield. Cops were bound to arrive someday, they would be searching for Max, and Tommy as well. Time to lay low and get out.

Leon finally gathered the strength to stand up. There was no sign of Max, Pierce was dead. Along with Joey. Joey was betraying them from the beginning. The Mafia got a hold of him. It was all an elaborate plan to take out a few cops that were fishing around. It had gone terribly wrong.

A blue car drove off, Max's car was gone. Leon hotwired a car that was parked behind a hanger, the trunk was open. He closed in and got in. It was hard to drive with his head aching at the intensity that it was. He needed to find answers. To find out what exactly happened. For now, he had to find Max.

Tommy lost a lot of friends that day. He swore to Claude that he would find Jacks killer, he made it his mission. His mission to kill, Max Payne.

Words can only describe what happened that day. The battlefield was horrible to look at. The soldiers blood would keep the sand red for a long time.

Padrino flew towards the airstrip, he spotted the bodies as soon as he landed. He stood over his bosses body, Nicoletti Cruz. He was now the new leader of the Las Venturas Mafia. A huge step for him.

A/N: From now on, the chapters will be told in first peron by the survivors. More to come, thanks for reading!