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Cinematic Mod 12

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 12

  • The Full version, with new HD characters.
  • The LE version, the Light Edition, does not include the HD characters.

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 12.21

  • Added missing HD models (You have to re-select HD civilians and HD combine in the Charcter Pimper)
  • Fixed wrong sized Breen poster (You have to re-select HD breen in the Character Pimper)
  • Reworked configurator for better SweetFX support. Configurator is listing all preset files in …FAKEFACTORY_CM12\SweetFX\Presets. There you can add your own presets.

CM 12.20

  • Full release
  • Added SweetFX support. Enable with the configurator.
    A note on SweetFX integration: For taking effect you have to disable Ingame-Antialiasing. The configurator will try to do this for you when enabling SweetFx, but you should check the ingame-settings to be shure. You can tweak the settings for SweetFX in the "SweetFX_settings.txt" (found in the CM12 directory after activating SweetFX)
  • Added Headbobbing (experimental)

CM 12.10

  • Coast sequence improved and back to daylight

CM 12.00

  • Release LE-Edition

Changes since CM 11.52

  • Fixed Lowres/Valve weapons settings in the configurator
  • Added POM-materials switch in the configurator
  • Fixed missing LORES human
  • Fixed missing LORES decal (when selecting VALVE's original Alyx model)
  • Added missing LORES iRifle worldmodel (when switching to original VALVE weapons in the configurator)
  • Some fixes in maps
  • Fixed UV-mappings on props
  • Removed redundant and/or old not longer used textures
  • Tweaks to the installer. Its now clearly stated to select the SourceMods Folder. Deinstallation improved.
  • New version 12. Starting with V12 all future releases will be splitted into LE/FULL packs

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.

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).

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_CM12\hl2\cfg
  • FAKEFACTORY_CM12\episodic\cfg
  • FAKEFACTORY_CM12\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.


Download: CM 12 FULL version (with HD characters)

FakeFactory Cinematic Mod 12.21 Patch (Needs 12.20 Full)

Torrent (Thanks to CW3) (Thanks to Joshkope)

Direct link (Thanks to MadMakz)

Free HTTP mirror (Thanks to Steve H.)

Free HTTP mirror (Thanks to mdv)

Free HTTP mirror - AusGamers

FakeFactory Cinematic Mod 12.20 Full

Torrent (Thanks to klaasman) (Thanks to TomRoyls) (Thanks to Joshkope)

Direct link (Thanks to mdv)

Direct link (Thanks to MadMakz)

Free HTTP mirror (Thanks to Steve H.)


Download: CM 12 LE version (without HD characters)

FakeFactory Cinematic Mod 12.1 LE Patch (Needs 12.0 LE Full)

Direct link (Thanks to

Direct link (Thanks to MadMakz)

FakeFactory Cinematic Mod 12.0 LE Full

Torrent (Thanks to Klaasman)

File-Upload (Thanks to Kobayaschi77)

FTP Mirror (Thanks to MadMakz)