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Cinematic Mod 10

This version of Cinematic Mod is for the old non-SteamPipe content system!
You need all the GCF files for Half-Life 2, Episode 1 and 2. If you didn’t convert your game files yet, there is no problem.

If you have already been updated to SteamPipe, you will need to restore the GCF files from a backup (if you have one),
or be able to aquire them.


There are 2 versions of CM 10

  • The 'normal' HD version, with a lot of HD textures and characters. This version requires a fast pc with at least 4GB of ram and a high-end grapichs card. A 64bit Windows version is required.
  • The LE version, the Light Edition, does not include the HD characters, new soundtracks and gameplay changes or tweaks. This version works with a 32bit Windows, however this is untested and unsupported.

Important notes

  • This is a graphical / music total conversion. It looks and sounds very different compared to vanilla HL2.
    It's free, so don't complain: If you don't like the mod, you can delete it and play something else.
  • To play this mod, you must own Half Life 2 + Episode 1 + Episode 2 fully installed and unlocked! (= started at least once) You cannot play without Episode 2 content!
  • Remember to activate "High Quality" graphic settings in the options dialog. Especially the model setting must be at "High" or you'll get facial animation errors with HD models.
  • You must enable HDR, when using the dynamic shadow enhanced maps. (Looks very weird and unnatural in LDR)
  • If you are using HD characters, please re-initiate them with the new character pimper after updating the CM!
  • Foreign language users: Please reinitialize your preferred language with the configurator.

Purpose of this mod

  • Unified Engine; play the game (HL2 / EP1 / EP2) with the latest Orangebox engine / Advanced HDR / Dynamic Shadows
  • Enhance the old HL2 maps with HDR, blooming, color-correction, new props, dynamic shadows
  • Eliminate all blurry / Low-res textures with new Hi-res textures and/or Hi-res-Detail-Overlays
  • Give the HL2 trilogy a more stressed, darker and uncomfortable look
  • Enhance the soundtrack with a semi-dynamic new Hollywood-style music
  • Add optional HD characters
  • Add more replay-value
  • Todo: Jamil Mullen based HD-Alyx (still not satisfied with my current work.)
  • Todo: Valve-style HD-Alyx. I'll wait for the enhanced EP3 model to work with.


Click to show.

CM 10.94

  • Fixed EP1 Launcher (was starting EP0)

CM 10.93

  • Added support for spanish audio language
  • Fixed startup crash with STEAM ingame overlay enabled

CM 10.92

  • Fixed (hopefully): "MountAppFilesystem() failed:You dont´t have all GCFs needed to play this game."

CM 10.91

  • Fixed: Missing LoRes Combine
  • Fixed: Some Missing dialogue

CM 10.90 (New BASE release)

  • Fixed: Ironsighted weapons disappear on map transition
  • Fixed: Ironsight key now triggers the zoom on crossbow
  • Fixed: Wrong playerstart position in d1_canals_01
  • Fixed: VALVE bug with missing shadows on Odessa Cubbage
  • Fixed: VALVE bug with dissappearing combine apc at certain viewing angles
  • Fixed: VALVE bugs with visible nodraw areas in several maps
  • Fixed: VALVE bug in d1_trainstation_05: Breen unable to stand up during teleport sequence
  • Fixed: VALVE bug in d1_trainstation_05: Kleiner wrong facing after teleport jump
  • Fixed: Strange Forcefield effect in ep1_citadel_01
  • Added enhanced bullet impact particle effects
  • Added enhanced explosions effects
  • Added enhanced bloom effects (check the configurator)
  • Added modelled windows ledges instead of painted ledges
  • Added the complete HL2 buggy-coast sequence at dawn.
  • Recompiled and prepared *all* maps for the new Source Engine 2009
  • Reworked most open area maps for better visuals
  • Brightened up some maps
  • Reworked some of the dynamic light maps for better performance
  • Reworked the launchers with check for invalid language settings
  • Updated the multicore settings for better threaded particle systems
  • Added one more HD Mossman variation
  • Replaced the HD Alyx (Lima) with some new variations for compatibility with Source Engine 2009
    (Pre 10.85 models are not longer fully compatible. I will update the older models soon)

CM 10.40

  • Enhanced the configurator: Now you can enable/disable the following features:
    • Cinematic Soundtrack (Valve Original Soundtrack takes place when disabled)
    • Experimental Dynamic Shadows enhanced maps (not possible in all maps)
    • Several graphics settings (enhanced gamma curve, foliage sprites ...)
    • Several engine settings (precaching settings, multicore support ...)
  • Added a new V90 (long haired) Lima Alyx in several outfits
  • Some reworks on HD characters
  • Added some experimental maps with multiple dynamic shadow simulation with the help of projected textures in certain areas (see notes below)
  • Added area-triggered shadow-controllers for more realistic shadow casting whenever dynamic shadow simulation was buggy or too expensive
  • Reworked a lot of maps for better area-portal usage / performance (Framerate increase up to 70% in some maps tested with NV-GTX285 at 1920 x 1200)
  • Tweaked the code a little bit (weapon usage on ladders re-enabled)
  • Character Pimper: Increased the number of available model slots
  • Many little things, I forget

CM 10.30

  • Reactivated a simplified HUD crosshair in non-ironsighted weapons mode, so all the John Rambos can wipe out the city with hip-shots again.
  • Fixed HUD elements in EP1 and EP2
  • Fixed Detailsprites in EP2
  • Many, many, many fixes and improvements on HL2/Ep1/Ep2 maps
  • Most maps recompiled with high precision lightmaps in certain areas
  • Added V90 HD Alyx (Lima) - Attention: One model variation is semi-half-nude
  • Several reworked HD civilian, some new faces
  • Small improvements in the ironsight code
  • Changed eyes on human characters to a vortigaunt eyes shader-derivate for much more realistic eyes (Thanks to Kyle Bloss for the initial tip. It took me 3 years to pick up this, sorry Kyle)
  • First step to fix an old VALVE humans animation bug (instant flipping instead of normal turn-animation on 45 and 90 degree rotations)
  • Disabled gamma settings in autoexec, because the game was too dark for most users.

CM 10.20 (non public test release)

CM 10.10

  • Added the complete HL2 buggy-coast sequence at nighttime. This is fixing the time leap from Ravenholm to Coast. If you want the old-style daytime coast levels, just copy the map files from "daytime" (inside HL2 maps folder), but I strongly recommend to give the new night levels a try.
  • Added Buggy headlights and increased flashlight (mainly because of the new night time coast levels)
  • Numerous improvements in several maps (HL2 / EP1 / EP2)
  • Added Ironsight (bind the ironsight key with the ingame options)
  • Added optional hightech-style HD-Combines (available with the character pimper)
  • Added several CVARS for console-tweaking the new features:
    • "FF_vehicle_flashlightfov_h" = "120" ( def. "120.0" ) - Horizontal headlight cone for buggy. Default: 120
    • "FF_vehicle_flashlightfov_v" = "60" ( def. "60.0" ) - Vertical headlight cone for buggy. Default: 60
    • "FF_vehicle_dynamicflashlight" = "0" ( def. "1" ) - Enables dynamic shadows with buggy headlight. (1 = On / 0 = Off) Default: Off, because of shadow cut errors
    • r_flashlightfar "1000" - Maximum length for player flashlight r_flashlightfov "65" - players flashlight cone field of view
    • r_headlightfar "3000" - Maximum length for buggy headlight
    • "ff_ironsight_hide_quickinfo" = "1" - Disables the quickinfo HUD element. Crosshair alpha was be set to zero in hudlayout.res
    • "ff_ironsight_disable_crosshair" = "1" - Disables the crosshair while in ironsight mode.
    • "ff_ironsight_disable_weapon_lowering" = "1" - Disables automatic Weapon lowering while in ironsight mode.
    • "ff_new_running" = "1" - 0=Off, 1=On (Default), Enables head bobbing and prevents weapons use while running
    • "ff_staretime" = "15" - Necessary time in seconds, until Alyx reacts to staring.
    • "ff_enable_vehicle_headlight" = "1" ( def. "1" ) - Toggle the new buggy headlight feature (HL2 only)
  • Added the following settings to the autoexec.bat files (found in cfg subdirs):
    • mat_monitorgamma_tv_enabled 1
    • mat_monitorgamma_tv_exp 1.6
    • mat_monitorgamma_tv_range_max 255
    • mat_monitorgamma_tv_range_min 1

This last item gives a slightly darker image with more vibrant colors and more defined details but you should re-adjust your brightness settings in the video config tab or disable the new settings with mat_monitorgamma_tv_enabled "0", especially with low-end monitors and bad blacklevels.

CM 10.03

  • Added Italian support to Language Configurator

CM 10.02

  • Second attempt to fix an old bug in HL2 prison levels (Twin-Alyx)
  • Removed left-over files from the HD(FULL) version of CM10, i.e. HD-Dog
  • Fixed a vphysics crash at d1_canals_09 (heli bombing sequence)

CM 10.01

  • Fixed a bug in the NPC response system that could lead to a plot-stopping response clash in EP2


  • Reworked the facial expressions on HD G-Man
  • Fixed eyes movement on HD G-Man
  • Tweaked some nature textures
  • Some small map improvements
  • Fixed wrong AI node file in Ep2
  • Added one missing EP2 map, that was giving AI errors in previous versions
  • Added macro scaled overlays to most nature textures. This prevents Tiling-effects and gives more visual diversion on large areas with same ground texture (beach, forest ...)
  • Recompiled ALL HD civilian with Collision-Joints. This prevents unnatural bending after becoming ragdoll. You must re-install the HD models using the Character Pimper to take effect!
  • Added V60 Lima HD Alyx
  • Increased the ragdoll lifetime
  • Updated to Source Engine 14 Build 3943
  • Added (conservative) multicore support to autoexec.bat's (Read the comments in autoexec.bat for further details)

CM 10 RC

  • Characterpimper: Additional installs of decals and textures matching the currently selected Alyx model
  • FIX: Characterpimper swaps textures and decals on swapping maincharacters (was planned in beta 3, but not activated)
  • Some minor reworks on several maps
  • Some performance tweaks
  • Improved Phong Settings on HD (Lima) Alyx
  • Improved or corrected textures on HD civilian models

CM 10 Beta 3

  • Characterpimper now installs additional files when switching between LO and HD maincharacters (like Dr. Breen posters)
  • Many maps reworked (HL2 / EP1 / EP2) for better performance and/or more details
  • Some new textures, some old reworked with better ones
  • V50 HD Alyx (Lima) Model
  • Engine Update (Version 14 Build 3791)
  • Some bugfixes
  • Some script updates (NPC response system)

CM 10 Beta 2

  • Reworked foliage and environments on some EP1 and EP2 maps
  • Reworked some HL2 maps (Closer to original VALVE mood, but more post apocalyptic) with richer foliage and smooth skybox transition
  • Performance fixes for some HL2 Open-Area maps
  • Brightened up the flashlight

CM 10 Beta 1 (First puplic beta)

  • Mayor rework of all human models and maincharacters
  • Added Hybrid-HD-Alyx (very very beta) This model comes with HD-body but keeps the original VALVE-style face
  • Reworked Adriana Lima style HD-Alyx (new bone setup, more realistic proportions, tweaked jigglebones)
  • Alyx got a pistol laser sight system
  • Optimized LOD system on HD models
  • New HD-textures / HD-props
  • Reworked old hi-res-textures with more efficient HD-overlays
  • Moderate rework of some keyplaces like Kleiner's lab, Black Mesa East, EP2-silo etc.
  • Optimized texture pool for more economic usage of shared materials (CM9 uncompressed VRAM memory peaks: 2.3 GB VRAM -> CM10 uncompressed VRAM memory peaks:: 1.7 GB VRAM)
  • First implementation of a fully dynamic soundtrack framework (experimental)
  • Killed some background music (Less is more)
  • Tweaked the new running effect (reloading and shooting possible while running)
  • Several bugfixes
  • Launchers are using the heapsize command by default, because the current amount of texture/sound/mech data would break the heapspace limit

CM 9.7 (non-public)

  • Engineupdate to Build 3740
  • Added new ConVar "ff_new_running" for toggling the new run-effect

CM 9.6 (non-public)

  • Added dynamic muzzle flash effects (New ConVar "ff_dynamic_muzzle" for toggling)
  • Added mayor reworked HD-Alyx (Lima-Style) with much much much better vertex weighting (smooth bending).
  • Added some new HD civilian models
  • Fix: Small bugs in several maps

CM 9.52 (non-public)

  • Recompiled the HD civilians for better eye movement
  • Increased Bump and Specular maps on female characters

Hardware requirements

  • DX9 capable graphics hardware with minimum 512 MB VRAM. (1 GB recommended)
  • 3 GB RAM (4 GB recommended)

Software requirements

  • Fully installed Steam client. You can't start the mod without Steam running.
  • Fully installed and unlocked HL2 / EP1 / EP2. Make sure, you have started those games in the past.
  • Source SDK (SDK, Base, Base 2007) installed (you can get them in Steam | Tools).

Installation instructions

Download and unpack the RAR archive. You will get a setup.exe with some subfolders. Do not unpack the archive in the subfolder. Just run setup.exe and follow the onscreen-instructions.

Please assure the complete download of Half-Life 2 and its episodes, before trying to install the mod. Start HL2, EP1 and EP2 at least one time.

The installation will take a while.

About savegames

In this version almost all maps are updated. This will give you problems with savegames for sure. I'm sorry about that, but you have to start again with the actual chapter. This is, because VALVE stores several entity-states with entity-id into the savegames. Each map-update is invalidating the id-table, which leads to stability problems or strange effects when loading a savegame with old map-entities into the new maps.

Microstutter and heapsize

If you encounter microstuttering ingame (animations), try the heapsize command. Add -heapsize {bytes} to the shortcuts, i.e.: Shortcut: Cinematic Mod EP2 Target: ....launcher.exe" -heapsize 512000.

Never set the heapsize above [your installed RAM amount / 3] or 512MB

setup.exe and virus warning

Setup uses a tool called SetACL for setting write permissions to the mods screenshots / cfg / save directories. Some antivirus software could warn about possible malware. This is a false positive.

Technical info

This mod's binaries are modified for memory allocation beyond 2 GB. To prevent Steam from overwriting this binaries with its own copies on each start, the mod is using a little launcher, that reroutes Steam's original binaries to > NIL.

Start this mod only with the shortcuts in your start menu (that were created during installation)!

Sound drops or crackling

If sound crackles occures, you can fix this by setting the snd_mixahead value in the autoexec's of CM's subdirectories. You will find the autoexec.cfg in the following directories:

  • FAKEFACTORY_CM10\hl2\cfg
  • FAKEFACTORY_CM10\episodic\cfg
  • FAKEFACTORY_CM10\ep2\cfg

Try different value like snd_mixahead "0.2" or snd_mixahead "0.4" for increasing the buffered time of soundsamples. This will fix crackling or dropouts, but can lead to slightly asynchronous or delayed sounds.

Dynamic Shadows Note

The dynamic shadows were achieved with the placement of env_projectedtexture entities. Env_projectedtexture entities are omni-directional lightsources without falloff. This entity type is very costly and must be used sparingly and only in the most appropriate areas, where the normal static shadow would break the principle of optics too obviously.

For performance reasons I chose a limit of 3 simultaneous active env_projectedtextures in the players view cone. To avoid some of the numerous bugs with env_projectedtextures (like flickering overlays, light-bleeding through walls or just crashes) I had to place several lightsources different in the maps.

Env_projectedtexture entities are totally unsuitable as a replacement for parallel illumination such as sunlight. For a more accurate sun shadow I used area-triggered shadow_controllers with different angles in addition to the projected textures.

All these together is not the perfect solution, but much better than the old static lighting.

Attention: You must enable HDR, when using the dynamic shadow enhanced maps. (Looks very weird and unnatural in LDR)

Recources and credits

Click to show.

Used software or this mod

  • Adobe Photoshop CS2
  • 3DS MAX 8
  • E-Frontier Poser 7
  • Microsoft C++ Visual Studio 2005
  • Powerbasic 8
  • VALVE Source SDK
  • Sony Soundforge 7
  • Sony Vegas 7
  • Crazy Bump 5
  • Cannonfodders SDK tools
  • entspy
  • vmex
  • Autoplay Mediastudio Pro
  • Setup Factory

Used texture resources

  • Dosch
  • Own photos

Used model resources

  • Anton Kisiels Apollo Max

Used sound resources

  • (German only) Some Fallout 3 voice samples with kind permission of Mediamax / Bethesda Softworks
  • Several soundtrack teaser sites

Credits for the used weapon models (ironsight modification)

  • TheLama
  • !NC!Furious
  • -WildBill-
  • BadPrankster
  • Vunsunta
  • Kaskad
  • TheLama
  • flamshmizer
  • Twinke Masta
  • WangChung
  • Dr. Zoidburg
  • Firegold
  • geno
  • Hellspike
  • klla_syc3
  • Lonewolf
  • Lordn00b
  • modderfreak
  • Schmung
  • Thanez

For the new HD combine this mod uses parts of models and textures from the following authors

  • Jason278
  • J.Barnes
  • Romka
  • StealthSilver
  • Predaaator
  • insurgency team

For new particle effects this mod uses code and particles created by GuNsHiP_MK_II.
Check his moddb site here.


Development of the Cinematic Mod has taken 5 years of my life, a vast amount of coffee and 18000+ dollars for software and resources.

It will stay free for all, but you are welcome to donate a free amount for further development via paypal. If you want to donate, please take a look at the Who is FakeFactory? page. You can choose the amount of your donation yourself.



FakeFactory Cinematic Mod 10 v10.94 (Update, needs v10.90)


FakeFactory Cinematic Mod 10 v10.90 (Full)


FakeFactory Cinematic Mod 10.0 LE (Light Edition)

Half-Life Files @ FileFront