Midnight Fight Express: All Skills & Upgrades List

A full, descriptive list of available upgrades.



“How can you know yourself if you’ve never really been in a fight?” -Tyler Durden

If you’ve managed to make it past the tutorial level for Midnight Fight Express, you’re likely aware that there’s a wide variety of upgrades to be unlocked for yourself. If this is your first playthrough, you also may not be sure about which upgrades you ought to go for first. This is an extensive, spoiler-free guide about all the different skills and upgrades available to be unlocked throughout the game.

Obtaining upgrade points is incredibly simple: finish a level, gain a point. This is the case from the very beginning, all the way to the last levels of the game, without exception. Going back and replaying a level you’ve already cleared will not award any further points, so the only way to continue unlocking things is to keep moving forward. Similarly, every single upgrade only costs a single point, regardless of which skill tree it’s in or how far down it is.

Rest assured, you CAN unlock every single skill in the game, although doing so will require a complete playthrough to afford every single one. Additionally, certain skills may require you to pass a certain level before they are available for purchase (likely to prevent rushing a tree to unlock the more powerful skills early on). As such, it is still a good idea to spend wisely on what you might want; although upgrades can be disabled at will, there is no way to refund points once spent.

At the start of the game, only four of the six trees will be unlocked: Rope and Secondary Gun remain locked. These are additional pieces of equipment that will be unlocked later in the story, and will require upgrade points to become functional. Neither is essential by any means, but they are helpful additions to your arsenal and can become quite powerful when fully upgraded.

Fighter (Part 1)

“A fight can express things people might not be able to say with words.” -Brandon Lee

The Fighter tree is based around a wide variety of different combat moves and abilities, mostly focused on enhancing your bread-and-butter light and heavy attacks. Unlike other trees, the Fighter tree is NOT completely linear; it splits in two after unlocking the first skill, after which each branch will progress in a linear fashion, completely separate from the other.


Starting the tree off is a very simple, but critically important skill, which has a very simple ability: allowing you to seamlessly combine light and heavy attacks. Without this skill, you would have to wait for your light attack’s animation to finish before you can initiate your heavy attack, and you would only have one option, a basic heavy swing. With this skill, your heavy attack can change based on how many light attacks you choose to throw before it, allowing a seamless method of combining both types.

A basic, but useful combo to remember is throwing three or four light attacks, followed by a heavy. This “one-two” combo is simple, quick, and usually enough to kill most basic enemies in the game, even while unarmed.

Long Range Attack

To make things simple, we’ll go all the way down the left side of the tree first. See Part 2 for the right tree abilities. Long Range Attack is another simple, yet highly useful ability: when targeting a distant enemy and pressing the light attack button, you will automatically move towards them and perform an attack. This is particularly convenient when enemies space themselves away from you while not attacking, staying just outside of the reach of a regular attack.

This ability also has the added benefit of the movement you perform acting as a “roll;” you will avoid damage, even from gunshots, while closing the gap. Do note that an enemy must be within range of a single roll to execute this ability; swinging at distant enemies that are just barely on the edge of your screen (or even off of it entirely) may not perform the attack properly.

Kick Big Items

Like the others before it, a simple ability, but also a helpful one nonetheless, especially if you enjoy hurling environmental objects at enemies. All this ability does is change your throw animation into a much faster, equally effective kick when using said objects. The slow animation for picking up and object and throwing it can be dangerous, while the kick is almost instantaneous, allowing you to get back to attacking or defending yourself immediately.

Do note that the kick has limitations: you can only kick in the direction you’re facing in most cases, and trying to launch an object towards an enemy behind you will perform the usual throw animation instead. Also note that it is still possible to pick up items and carry them by holding down the grab button, allowing you to perform the regular throw when desired.

Chain Throw

Getting slightly more complicated, but no less useful than the others, this ability allows you to “throw” enemies in the midst of a combo. After executing two or more light attacks (the threshold for a number of combo-based moves), you can press the throw button to throw an enemy, knocking them down and taking anyone they hit with them. Do note that this may not necessarily work, depending on if the enemy has a defensive stance.

Powerful Ground Attack

Closing out this branch of the tree, this ability is a bit more situational than most others, but can be helpful if you’re in a pinch and need some breathing room. When pressing the light attack and interaction buttons at the same time, you will do a very slow, but moderately powerful ground slam, damaging and pushing all enemies around you. This can stumble them, or even potentially knock them down, giving you a moment or two to capitalize on the damage you’ve inflicted.

A unique quirk of this ability is that it requires a full focus bar to be executed, and will drain it all upon successful use to prevent spamming it. As a result, you must be strategic about when and where to use it. Additionally, the animation is dismally slow, and enemies will not sit around and wait for you to finish it, which can often lead to it being interrupted by taking damage. As a result, it’s likely a good idea not to rely on this too much, as it can fail you even in emergencies should you be damaged out of it.

Fighter (Part 2)


Moving on to the other branch of the fighter tree, this gives you the ability to execute a slide attack by attacking while sprinting, knocking back any enemies in your way. This deals little to no damage, but can still be nice for getting a little bit of space if a lot of enemies are clustered together in one place. It’s also a good way to open up for a combo, sliding into an enemy to knock them off-balance before immediately following up with a barrage of fists.

Heavy Roll Uppercut

This one is a little more tricky than some others to pull off correctly, but can be very helpful when done so. After performing an evasive roll, performing a heavy attack immediately at the end of your roll will result in a seamless transition from the end of your roll into a powerful uppercut (as the name would suggest). This does not seem any more damaging than usual heavy moves, but it can be executed very quickly. This can be particularly useful if you’re in a tight spot and need to spam rolls, but still want to get some damage in.

Crotch Stun

One of my personal favorites, this is an ability that can only be activated when an enemy is blocking your moves. While their guard is still up, pressing the finisher button will perform a quick crotch kick that simultaneously forces an enemy to lower their guard, along with rendering them helpless for a couple of moments. This is invaluable later in the game when just about everyone you meet can block your punches, and it can be executed much faster than a heavy attack.

Heavy Charge

This attack is almost like something of a hybrid between the Slide and Roll Uppercut abilities; while moving (unlike Slide, sprinting is not necessary), performing a heavy attack just as you move into an enemy will perform a shoulder charge attack that does a decent amount of damage and knockback. Not unlike Heavy Roll Uppercut, this has the particular benefit of being quick to execute, making it a good way to open up a string of attacks or act as a decent hit-and-run move. Though not really necessary, it’s a nice move to have in your arsenal, and it has a lot more general utility than the Ground Attack.

Parry & Counter

“Best offense is a good defense, am I right?” -Guards of Skyrim

During the tutorial level of the game, you’ll be informed of the ability to perform a “perfect block” that can open enemies to a powerful counterattack. However, this can be finicky, difficult to execute properly, and overall not as useful as your parries. Parrying is an essential tool in your defense, and, when upgraded properly, can be one of your deadliest offensive options in your arsenal as well.

Parry And Counter

Starting off the tree is the aptly named titular ability, which enables parrying for you in the first place. Enemies that can be parried will flash yellow when attacking (sometimes accompanied by a visual button prompt), and blocking them will trigger a short animation. At this point, if you don’t desire any follow-up action, you can simply do nothing and let them go; obviously, though, you want to beat the piss out of them, so follow up by pressing the attack button a few times to get in a few good hits.

Kick/Knockout Counters

Rather than listing these two separately, I’ve chosen to discuss them together, as they’re almost the same in everything but style (at least initially, before the later upgrades). These abilities come as a pair on the skill tree, though only one needs to be purchased in order to move on to the next. Selecting Kick or Knockout will give you the ability to perform a more powerful counterattack, by pressing up or down on your movement (respectively) just as you parry an enemy. Doing so will trigger the special attack, though you still need to press the attack button to execute them. These moves will be your bread and butter for counterattacking, so it’s a good idea to get at least one of them as early as possible.

I can’t confidently say if either is better than the other; I find Kick Counters easier to execute properly, while I feel like Knockout Counters have a stronger effect. It’s really up to you which you prefer, though it’s useful to have both of them by the time you have this skill tree completed, as the last two upgrades will apply to the separate types.

Parry Weapons

Another highly, highly recommendable skill. I cannot stress enough that this might be one of the best skills in the game to unlock, so get it as soon as you can (though it may be level-locked, depending on how quickly you go for it). This ability upgrades your parry capabilities to block and counter enemies with weapons; yes, even while unarmed. This allows you to block a great many attacks that may otherwise be unblockable, especially as a heavy majority of enemies in the later game are armed.

Do note, however, that this does not make you completely impervious to all weapon attacks; certain attacks may still be unblockable, so keep an eye out for the golden flash (or, more importantly, keep an eye out for when there is NO golden flash) and react accordingly.

Disarm Counters

As one might expect, this allows you to disarm enemies that you parry, knocking the weapon out of their hand. This is performed in the exact same manner as the Kick Counter, pressing up on your movement just as you parry an enemy. Do note that there are a couple of catches to this ability: it must be performed while unarmed, and attempting it with a weapon in hand will simply perform a Kick Counter. Additionally, this does NOT give you the enemy’s weapon, and it will instead fall to the ground, where it can be picked up by you or any unarmed enemy in the vicinity.

Takeover Counters

However, say that you DO want that enemy’s weapon. Perhaps you’d like if you could cut out the middle man of having to grab the weapon after the enemy has been disarmed, and simply put it straight into your hands. This is where the Takeover Counter comes in, functioning almost exactly the same as the Disarm Counter, but equipping the enemy’s weapon after wrenching it from their hands instead of knocking it to the floor. This is done in the same way as the Knockout Counters, pressing down instead of up when you parry. Like the Disarm Counter, the same restriction applies that you may only perform it while unarmed.


“FINISH HIM!” -Mortal Kombat

Being able to dish out pain, injury, and death in all sorts of stylish manners is wonderful, but no game about wanton violence can truly be great without some good old-fashioned brutal executions. Finishers are special moves that are usually performed against stunned enemies (often marked with a button prompt to inform you when they are vulnerable to doing so), though they can be triggered in a few other select circumstances as well. Save for the initial skill, all finisher moves will result in instant knockout and/or death for the unfortunate victim.


The first skill in the tree isn’t really a proper “finisher” move, despite its title. Instead, it is more like a powerful combo move; after executing two or more attacks on an enemy, pressing the finisher button will execute a powerful attack on them, dealing a heavy amount of damage (though not necessarily fatal). This ability is more comparable to a heavy attack; it does far more damage than simply comboing into a heavy attack, but it can be blocked if an enemy has a defensive stance, and potentially interrupted by damage. On the bright side, it can be executed at virtually any time, requiring no button prompt to be activated.

Environmental Finisher

Although very early in the tree, Environmental Finisher is another great skill to have early on, as many levels will have you fighting in relatively tight spaces. Environmental Finishers excel in these scenarios, becoming more useful with the less space have. Environmental Finishers activate when an enemy is pushed up against a valid environmental object (usually a wall, though certain objects like railings may also be applicable) while you are attacking them. When triggered, you will perform a fatal execution using the object in question.

Unlike other finishers, these cannot be triggered manually, and must be triggered automatically. The trigger for it can be very finicky and often times may not work when you expect it to, but there is no risk to you and it can instantly kill an enemy without having to even make them vulnerable beforehand.

Unarmed Finisher/Weapon Finisher

These abilities come in a pair on the skill tree, being made available for purchase at the same time, though only one needs to be purchased to proceed further down the skill tree. These are the “bread and butter” finishers, so to speak; this is when you will unlock the ability to perform executions on “dazed” enemies. Enemies cannot be put into a state by anything but damage; using methods such as electricity to stun them does not make them vulnerable. As the titles would imply, these allow you to perform finishers with or without a weapon, depending on which one you purchase. Having one but not the other can be inconvenient, as being unable to finish an enemy because you have no weapon (or vise versa) is annoying.

Note that performing a finisher with a weapon will still count as an attack, and thus reduce the weapon’s durability. Also note that if an enemy is left in their dazed state for a few moments, they will recover from it and go back to their usual business of attempting to murder you.

Gun Finisher

As you might have guessed, this skill functions the same as the previous ones, only allowing you to perform finishers with a gun equipped. Like the others, this must still be done at melee range, and attempting to perform the finisher at range will not work. Additionally, many (though not all) of the executions will involve shooting the enemy dead, which will consume ammo from your equipped gun. This is not an overly useful ability compared to the others, as it yields little benefit to simply shooting a dazed enemy dead (aside from score and style, perhaps), but it is necessary to purchase in order to move to the final node of the tree.

Ground Finisher

A decent reward for completing the skill tree, Ground Finishers can be executed against any enemies that are lying down, ragdolled by whatever means may have put them there. Falling down does not necessarily make an enemy immediately vulnerable to a Ground Finisher, but you need only kick them while they’re down until such a time as they are. It also seems that the health threshold for putting them into this state is much more relaxed, and enemies who are on the ground while dazed will take much longer before getting back to their feet. Also note that Ground Finishers can be executed regardless of your weapon state, in the event that you have not yet unlocked Unarmed or Weapon Finishers yet.


“Hand-to-hand, it is the basis of all combat. Only a fool trusts his life to a weapon.” -Gray Fox

One of the most basic abilities at your disposal is the ability to grab opponents, allowing you to perform additional attacks while they are rendered helpless. This gives an additional layer of utility to your unarmed state, allowing you to perform a variety of special moves should you manage to get your hands on an enemy. Grabbing can be difficult, not to mention highly risky: an enemy in a defensive state can easily block your grab, and there is nothing to stop additional enemies from attacking you while you are holding your victim. However, if properly executed, the payoff of such abilities can potentially be worth the effort.

Grab Enemy

Before you can begin executing all of your fancy grab attacks, you first have to unlock the ability to grab in the first place. At this point, after grabbing an enemy, you will not be able to do more than simply punch them repeatedly until they are released. Although it is not particularly useful in this state, it can nonetheless be helpful for punishing that one guy you don’t really like if you can get some alone time with them. You can also slowly move while holding an enemy, although you shouldn’t expect to get out of anyone’s reach.

Ground Slam

The Grapple tree briefly splits here, with two short branches that rejoin further down the tree. Only one of these branches needs to be completed to unlock the last abilities. Starting down the left side with the Ground Slam ability, after executing a successful grab, you can slam an enemy into the ground with the interaction button. Once in a grounded state, you’re free to kick them while they’re down (even potentially perform a Ground Finisher, should you have it unlocked), or move on to beating up their friends while they’re left in the dirt.

Grapple Throw

Available for purchase if you elect to go down the Ground Slam path, the Grapple Throw ability is yet another self-explanatory title. Once an enemy is in your grasp, you are free to throw them, knocking them and any enemies in their path over (not unlike the previously mentioned Chain Throw ability). This is a good way to release an enemy if you don’t have the time to beat them due to having several enemies bearing down on you; simply throw them into the incoming crowd to simultaneously release them and give yourself a little more breathing room.

Grapple Finisher

Moving back up the tree to the second branch, Grapple Finisher is more comparable to the regular “Finisher” skill than an actual finisher. It is essentially an enhancement of the regular grab attack: after punching an enemy in your grasp repeatedly, you will eventually execute a more powerful attack before releasing them. This is excellent if the goal of your grab is to simply deal raw damage without resistance, enhancing the ability to beat on an enemy.

Mount Attack


Disarm Weapon

When grabbing an enemy, you will now have the option of relieving them of their weapon, taking it for your own use. Though this will cause you to release the grab, it can be useful if you don’t have Takeover Counters, or if you’re simply having trouble getting them to use a parriable attack against you.

Environmental Kill

This skill functions fairly similar to the Environmental Finisher ability, though it is able to be manually triggered this time. While grabbing an enemy, moving them up against a valid environmental object (walls are always in plentiful supply) will give you a prompt to execute the enemy, performing a fatal finisher against them. Though it is more risky than the Environmental Finisher due to the need to grab an enemy, it is far more reliable as you have a guarantee for it to work properly.


Rope: Rope Grab
Rope Disarm
Rope Electrocute/Rope Spin
Rope Knockout
Rope Jump Attack

“GET OVER HERE!” -Scorpion

Despite being listed before the Secondary Gun in the skill tree, the Rope is not unlocked until towards the end, shortly after beginning the last third of the game. Though somewhat finicky to use, the Rope is a powerful tool when it works properly, acting somewhat like a “ranged grab” attack. Like a regular grab, it requires an enemy’s defense to be down, though it is not entirely useless against enemies with their guard up, as they will stumble forwards and closer to your reach when breaking free.

Rope Grab

The Rope is used by pressing the Grab button while at range; it cannot be used in close quarters, and attempting to do so will only result in a regular grab. After grabbing an enemy with the rope, you can pull them into a grab by pressing the grab button again, or press the attack button to reel them in and automatically punch them. Although the other skills have a variety of different effects and controls, all of them must be initiated in the same manner of successfully grabbing them with the rope first.

Rope Disarm

By pressing the weapon pickup key after grabbing an enemy, rather than reeling them in, you can instead choose to reel their weapon out of their hands and into yours. This is especially useful against enemies with guns, as it allows you to disarm them at range and easily acquire a gun for yourself. Do note that the enemy will not come with the weapon, instead remaining where they stand.

Rope Electrocute

Unlocked as a pair with Rope Spin, Rope Electrocute is a powerful tool that allows you to shock the enemy in your grasp, as well as any enemies around them, similar to the effect of the Electric Bullet. Although it does not reel the enemy back to you, the ability to stun multiple enemies at will is a very nice one to have on hand. Like all other rope abilities, it still only works on enemies who can’t defend against the rope, so don’t go trying to spam it in every situation.

Rope Spin

Taking a page out of every Spider-Man video game ever created, Rope Spin allows you to swing an enemy around on your rope like a human Olympic hammer, knocking over anyone they hit before tossing them away. The victim will make a couple of full rotations before being released automatically, although they can be released at any time prior by releasing the button.

Rope Knockout

An enhancement to the regular Rope Grab attack, Rope Knockout allows you to execute a heavy attack when reeling in an enemy, performing a unique, powerful move that does a heavy amount of damage.

Rope Jump Attack

A slight change of pace to the other attacks; rather than reeling an enemy to you, you can instead reel yourself into the enemy with this attack. After grabbing an enemy, you can pull yourself through the air and perform a slam attack at the point of impact, damaging and knocking down your target as well as anyone close by.

Secondary Gun

“I know what you’re thinking. Did he fire six shots, or only five?” -Clint Eastwood

The Secondary Gun is a supplementary addition to your arsenal, acquired around the first third of the game. Once obtained, it will initially be useless until the first node on its tree is purchased, making it permanently available to you from that point onward. This can be done at any time desired, and it is perfectly acceptable to hold off on doing so if you desire other upgrades first. The Secondary Gun has its own control binding (viewable in your settings), and does not take the slot of a weapon in your hand; thus, it should be considered as more of an “ability” than a proper weapon.

Initially, the Secondary Gun (herein after referred to as “the Gun” for simplicity) is very simple to use. When activated, you will immediately draw it, fire a single shot, and holster it again. It has an infinite supply of ammunition, although it must take several seconds to recharge between shots, indicated by a recharging circular icon on your HUD. Though it is simply a tool for additional damage at first, its upgrades unlock additional types of ammunition that can alter the Gun’s function and provide several different tactical uses.

After being fired, the Gun will automatically cycle to the next type of ammunition in line (if applicable) and begin reloading. It is possible to manually switch ammunition types back as desired, however, and you may even “unequip” undesired types by unassigning their skill point. Note: Even if the ammo type is switched manually, the reload timer WILL RESTART, even if the gun is already loaded. If the gun is already fully loaded, it may be better to simply fire it before switching to the desired type.

An additional note: If the Gun is fired before it has fully reloaded, it will still play the animation of drawing the gun and firing it, only to be met with an empty “click” before it cycles to the next type of bullet and begins reloading again. This can be a serious annoyance, especially for controller players (who are forced to share the Finisher button with the Gun), so keep an eye on your selected ammo type in case you accidentally swap.

Magnum Bullet

The Magnum Bullet is the first node in the Gun’s tree, and as previously stated, must be unlocked in order to use the Gun. There are no fancy gimmicks to this bullet; it does exactly as one would expect, dealing direct damage to an enemy (and a considerable amount at that) as well as stumbling them in most cases. Though by far the simplest type of ammunition the Gun has to offer, it is still one of its best options for direct damage.

Electric Bullet

The Electric Bullet is next in line to be unlocked, with no alternative options. After unlocking this, you will have to start paying attention to which type of ammunition is loaded. The Electric Bullet is also fairly straightforward in purpose; rather than dealing heavy damage, it instead fires an electric burst that stuns an enemy for several seconds and deals minor damage. An additional use of the Electric Bullet is that it has a burst effect, potentially shocking multiple enemies at once if they are close to the target.

Power Wave Bullet

Getting into the more tactical types of ammo, the Power Wave Bullet deals almost no damage whatsoever. Instead, it fires a short-range burst of energy that pushes enemies away, stumbling them or even potentially knocking them over. In the case of the latter, this leaves them vulnerable to whatever other attacks you may have in store for them, and is useful for putting them out of commission for a time. It is worth noting that the Power Wave Bullet can only affect up to three enemies at a time, for whatever reason.

Binding Bullet

Unlocked as a pair with the Hypnotize Bullet, the Binding Bullet is another tactical type of ammunition. Like the Power Wave Bullet, it deals virtually no damage, but has the ability to stun enemies. When fired, it will “bind” enemies in a large burst from the impact, tying them in energy ropes for a few seconds and rendering them completely helpless. This is similar to the stunning effect of the Electric Bullet, though the burst radius is much larger and the effect appears to last longer. It is worth noting that attacking a bound enemy will cause them to break free sooner, so make a careful decision of whether you wish to attack the bound enemy or deal with their friends while they’re helpless.

Hypnotize Bullet

As previously mentioned, this type is unlocked for purchase alongside the Binding Bullet, also acting as a tactical round. As the name would suggest, firing this at an enemy will temporarily turn them to your side, causing them to fight their friends. This is particularly useful against bigger enemies, or enemies with guns, as they are well-equipped to take on their friends on your behalf. It can used against virtually any enemy in the game, short of bosses, and the effect actually lasts for a surprisingly long time (almost enough to fully reload the gun, which could be another Hypnotize Bullet if one so desires). You are even free to beat up the hypnotized enemy without them fighting back or even breaking free from the effect sooner, although they will still take a defensive stance if possible.

Dart Mines

Finishing off the Gun’s tree is another damage-based attack, though a very different one from the Magnum Bullet. Rather than firing a single bullet at an enemy like most other types, it instead fires a shotgun blast of miniature red darts, which will stick to the first thing they impact and promptly explode. This shot is highly inaccurate and potentially dangerous at point-blank, due to the explosions, but the damage it deals can be considerable; potentially higher than the Magnum, if enough darts hit on target.

Thanks to Hobo Bill for his excellent guide, all credit to his effort. if this guide helps you, please support and rate it via Steam Community. enjoy the game.

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