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Cinematic Mod 11

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.

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 11.52

  • Added optional ENB based post processing (see example pic below). If you activate the optional SMAA setting (Warning: SMAA is a framerate-killer), be aware, that this will disable the ingame anti-aliasing.
  • Finalized the Sara Sampaio HD model (S1000 tagged in character pimper). This model is the first version that utilizes all possible faceflexes in the current engine built, and is re-rigged for optimal bending. It is my new base for alternate outfits in the future. I strongly suggest to give it a try.
  • A huge amount of fixes in code and maps
  • Reduced the vram usage by optimizing some textures
  • Many things I forgot

CM 11.37 Development Snapshot

  • Fix for crash error and missing textures.
  • Configurator can adjust strength of sunrays effect (currently only "moderate" or "strong"; more settings in a future release)

CM 11.35 Development Snapshot

  • Recompiled the binaries with latest VisualStudio 2010
  • Added Parallax Occlusion Mapping
  • Added Post Process Effects (optional)
  • Added HEV Suit Visor reflections, BF3-style (optional)
  • Reworked Bloom Presets, added Dreamy2 Preset
  • Reworked configuration tool (now you can switch to VALVE difficulty settings)
  • Reworked CM difficulty settings (striders are stronger now)
  • Back to Coast sequence at night with enhanced maps
  • Added optional anamorphic lens flares
  • Added new HD models
  • Reworked most maps
  • Fixes

CM 11.05

  • Added missing final maps
  • Fixed areaportal not opening in canals_05
  • Fixed timing in ep2_outland_01 (vortigaunt-antlion fight)
  • Performance fixes in maps with realtime triggered shadows
  • Added a new family of alyx variants (slightly based on Beyonce Knowles)
  • Removed obselete settings from the configurator and added a new bloom setting "dreamy"
  • Reworked old bloom settings and reduced overexposure
  • Fixes
  • Added requested Alyx variants with shorts/hotpants (not suitable for minors)

CM 11.01 Performance Fix

  • Fixed the heavy framedrops on some outdoor levels

CM 11 Final

  • (no history)

CM 11 RC3

  • Fixed very bad bug with dynamic shadows, affecting all non-debug builds (= all previous released RCs) and knocking out the dynamic shadow effect on most maps
  • Finalized HD citicen models
  • Improved several HD models (Breen, Magnusson, Kleiner, Monk)
  • Several map enhancements and fixes
  • Recompiled helper binaries for improved compatibility to Windows Vista/7 UAC

CM 11 RC2c

  • Added missing textures
  • Killed experimental fastzombie model (Really this time)
  • Antlions health increased
  • Try to fix startup crash on some configurations when steam is running. (Please report back)
  • Note: Old workaround (closing steam before launching CM11) should allways work.
    In case the new binaries are giving you more trouble, delete the bin folder and rename the bin_bak folder to bin for activating the old CM11RC engine

CM 11 RC2b

  • Added missing textures

CM 11 RC2

  • Fixed projected_texture code (loading bug with map not initiating renderer after load)
  • Decreased loading times
  • Added dynamic shadow code on a per-entity basis (thx to Saul Rennison)
  • Removed the (almost nude) Alyx HD testmodel from EP1 intro
  • Fixed map canals_07 (terrain hole)
  • Fixed map trainstation_05 (teleport rings and breen anims) - Tanks TO ildarion
  • Added ambient occlusion maps to HD models
  • Added EP2 flesh/interior effect during Vortigaunt healing sequence to all HD alyx models with version tag 210 and above
  • Added new ethnic HD alyx
  • Added new HD Mossman
  • Recompiled HD Eli with new headmech and better facial animation
  • Fixed HD Breen hair
  • Recompiled the binaries to utilize SSE2 instruction sets and deleted Windows 95 compatibility flags (up to 10 % more performance on actual systems)
  • Killed experimental fastzombie model (needs more work)
  • Increased the number of model slots in the character pimper for upcoming modelpacks
  • Added Playerclips to some maps for easier walking on rubble
  • Fixes

CM 11 RC

  • Reworked / Enhanced / Bugfixed literally all maps
  • New effects like realtime reflections and more dynamic lights
  • Optimized most maps and models for better performance
  • Coast sequence back to daylight
  • Brighter maps during Episode 0
  • New default settings after installation. Most CM features are disabled by default, and no HD models are installed.
  • Reworked the configurator. You can shoose a "maximum valve" setting.
    • This disables most CM11 features like new soundtracks, weapons etc…
    • Also it is possible to selectively check or uncheck these features.
  • Updated HD models (civilians / rebels are not final)
  • New Alyx HD alternatives (just a selection - more to come)
  • New maincharacters HD alternatives
  • Tons of code bugfixes

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_CM11\hl2\cfg
  • FAKEFACTORY_CM11\episodic\cfg
  • FAKEFACTORY_CM11\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


  • Biohazardpro for his excellent Source Shader Editor
  • DrewPlusPlus for some Shader canvas (Lensflares)
  • Saul Rennison for additional dynamic shadow code
  • Ildarion for fixing map errors and additional map elements
  • Oskutin for some brushwork in the maps
  • teh strelok for additional sounds
  • Unknown artist for graffity / sketches
  • Maldo for some asphalt textures

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 11.50 + 11.52 Update (Requires CM11 / 11.05)

Read this post before installing the update!

Torrent (Thanks to CW3)

PutLocker (Thanks to Kobayaschi77)

Direct link (Thanks to MadMakz)

FakeFactory Cinematic Mod 11.05 Update (Requires CM 11 Final)(Outdated)

Torrent (Thanks to nervChris) (official)

Direct link (Thanks to MadMakz)

FakeFactory Cinematic Mod 11 Final

Torrent (Official)

Direct link (Thanks to MadMakz)

HTTP Mirror - AusGamers