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Cinematic Mod 2013

This version of Cinematic Mod is for the new SteamPipe content system! You need Half-Life 2, Episode 1 and 2 converted to this new format (VPK files instead of GCF files). To do this, just launch each game in Steam and Steam will ask you to do so.

If you plan to play an older version of Cinematic Mod (or any other older mod), make sure to make a copy of the necessary GCF’s before you update, as the old GCF’s will be automatically deleted. For more info: see here.

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


Click to show.

CM 2013 Final 1.01

  • Fixed missing map connection at d2_coast_07 (night version)
  • Fixed areaportal error at d1_canals_13
  • Fixed wrong triggered soundtrack in d3_c17_10b
  • Fixed missing hd models
  • Fixed missing KENDRA models (feathered hair)
  • Updated to the latest engine. This will prevent crashes at the options panel with steam running

CM 2013 Final

  • Map fixes
  • Fixed bad hands model on most characters
  • Added new HD Alyx (close to original VALVE face shape)
  • Updated SweetFX preset
  • Fixed incomplete crossbow model when using ultra wide aspect ratio (21:9) or eyefinity
  • Fixed ep1_c17_02 missing water
  • Added (optional) nighttime coast sequence after numerous requests. Use the configurator tool for enabling the new maps
    (Warning: You cannot use old coast savegames after switching)
  • Added headlights for the buggy (hl2 EP0 only)

CM 2013 Beta 5

  • Fixed ep2_outland_09 (it was impossible to get past the laser cannons without cheating)
  • Small map fixes
  • Translation fixes for the configurator tool
  • Enabled and tweaked Real-Time Approximation to Subsurface Scattering for all human models

CM 2013 Beta 4

  • Small map fixes
  • Fixed old VALVE bug with wrong r_farz settings on mapload. This should increase performance on most outdoor maps.
  • Changed the SweetFX injector to boulotaur's for better engine integration. The new injector allows the engine antialiasing remaining active.

CM 2013 Beta 3

  • Fixed wrong international scenes files in all episodes
  • Fixed wrong audio for german users in some scenes
  • Updated DOF shader
  • Updated some maps
  • Fixed possible crash when dying while driving a vehicle
  • Added ENB based fantasy bloom effect
  • Reworked the Valve-style HD Alyx model (still wip)
  • Reworked the "Kendra" model

CM 2013 Beta 2

  • Fixed d1_canals_01a (map was compiled with active gordon bounds / incomplete)

CM 2013 Beta 1

  • Mod entering beta state
  • HD model "Kendra" finalized
  • Fixed missing radio buttons in the skill config dialog
  • Reverted to older engine, because of some errors
  • Sunrays working again (but still not fully compatible with multicore rendering)
  • Some map fixes
  • Reworked some scenes for compatibility to ultra wide aspect ratio (21:9) and surround gaming
  • Small codefix: Crosshair is hidden til the player is equipped with the HEV suit.
  • Re-Enabled Parallax Occlusion materials in some maps
  • Added Depth of field with bokeh blur and autofocus. Two variants available: with and without chromatic aberration
  • Added Filmgrain
  • Fine-Tuned ironsighted weapons offset for compatibility with DOF-shader
  • Added Ambient Occlusion (HBAO) -> NVIDIA ONLY! Doesn't work with ATI hardware. *** Warning, this is very expensive ***
  • Added Real-Time Approximation to Subsurface Scattering to the KENDRA HD model and most main characters
  • Added swaying grass
  • Updated SweetFX integration to the latest version 1.5.1
  • For GERMAN users only: Überarbeitete deutsch Audio-Lokalisierung bei den Citizen.

CM 2013 Alpha 17

  • New HD model
  • Map fixes (a lot)
  • Fixed Plotstopper in EP1
  • Worked around a crash bug with activated SweetFX on map transitions
  • Updated SweetFX integration with v 1.5 and new presets.
    Please de-select SweetFX and re-select SweetFX in the configurator to avoid crashes
  • Added nightvision (default "n"-key -> can be reassigned in the options menu)

CM 2013 Alpha 16

  • New (reworked) Sampaio model -> almost final
  • New Mossman model -> almost final
  • New (reworked) Lima model -> very work in process
  • Updated Sirena model. If you use this model, please select the new V3000 variants in the character pimper.
  • Reworked human rebels. If you use the HD humans, please re-select them in the character pimper
  • Fixed a huge amount of map errors (valve bugs and CM bugs)
  • Fixed crash bug when shooting at crane in map d2_coast_04
  • New configurator setting "Large VRAM mode":
    Try this setting if your GPUs has more than 2.5 GB vram.
    It will force managed textures into GPU memory and allow DirectX to upload texture infos on level load, eliminating most stuttering. DO NOT USE WITH LESS THAN 2.5 GB VRAM.

CM 2013 Alpha 15

  • Fixed small errors in d1_canals_08 - d1_canals_12
  • Fixed plotstopper in ep2_outland_10 (never ending combine attack waves)
  • Fixed tonemap settings in ep2_outland_07
  • Reduced memory usage for rendertargets

CM 2013 Alpha 14

  • Fixed vortigaunt intro effect in episode 1
  • Fixed faulty sequence in ep1_c17_01
  • Fixed wrong particle impact effects
  • Fixed heavy map errors in d1_town_02
  • Fixed navigation problems in ep1_c17_01
  • Fixed jittering boxes in d1_trainstation_05
  • Fixed narrow area in d1_canals_02
  • Fixed bugs in d1_canals_07
  • Small fixes in d1_canals_01, d1_canals_06
  • Small fixes in ep2_outland_09
  • Added postprocess effect gausian blur
    This is mainly for screenshots, but some testers liked it as a permament effect during normal gameplay.
    I recommend to use the "horizontal only" option

CM 2013 Alpha 13

  • Fixed wrong skill settings when activating original VALVE difficulty level (Please reselect CM skill settings in the configurator. After that you can select VALVE settings, if you want them)
  • Fixed plotstopper in d2_prison_01 (blocked gunship)
  • Removed the HQ version of HEV suit reflections effect (shader is not compatible with actual game engine)
  • Updated environment lighting in ep2_outland_06 and ep2_outland_06b
  • Fixed navigation bug in d2_town_02 (Monk not proceeding)
  • Fixed navigation bug in d2_coast_09 (dropship pingpong or never arriving)
  • Fixed terrain problem in ep2_outland_10a (jeep stuck under water)
  • Fixed world hole in d1_canals_05
  • Fixed wrong collision hull under a train car in d2_coast_01 (it was impossible to avoid a sniper)
  • Fixed invisible wall (elevator entry) in ep2_outland_11
  • Fixed performace problem in d2_coast_07 (near and inside farm house)
  • Fixed blocked strider navigation in ep2_outland_12
  • Fixed floating house parts (after exploding) in ep2_outland_12
  • Fixed combine soldiers spawning subsurface in d2_coast_12

CM 2013 Alpha 12

  • Updated Sourcecode and migrated to latest engine for better VR support
  • Rework und bugfixes in all maps after numerous internal playtest releases
  • Re-Inplementation of postprocessing effects
  • Updated models, textures and sounds
  • Bugfixes (tons of it)
  • Installer code changes for almost foolproof installation process.

For this release: Special thanks to the prefab contributors at gamebanana and very special thanks to z-o-m-b-i-e for his modelpacks.

CM 2013 Alpha 02 - 11

  • Internal playtest releases

CM 2013 Alpha 01

  • Migrating to Source engine 2009
  • Rework of every single map in the game
  • Improved lighting in all maps
  • Improved landscapes and foliage. Most outdoor maps are completely re-sculped with new displacements
  • Changed the old smoke explosions (moving alpha-texture planes, simple and ugly) to particle effects
  • Dropped Parallax mapping because of crashes (duh!), but improved normal mapping in the game
  • Tweaked self-shadowing effects
  • Added Bumpmapping to most old (flat) textures
  • Many new HD textures
  • Reworked the dynamic soundtrack system
  • Reworked Client-Code, fixing all known crash errors
  • Fixed all known plot-stoppers (like faulting npc scripts and event-triggers)
  • Changed directory structure to keep the mod independent from future gamefile updates (Steam *loves* to break things)

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.

The mod has to be installed into the "common" folder inside the Steam directory structure. The installer will try to direct you to the right point. During installation the setup will migrate some VPK files from your half-life 2 installation into the mod directory.

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.

The installer tries to copy some VPK and CACHE files from your official HL2 installation to the mod directory.
This can fail on non-standard steam installations or when some registry settings are missing. If you are getting errors on game start (error models, missing assets, black screen etc…), please copy the needed files manualy:
You need to copy all *.VPK and *.CACHE files from the hl2 / episodic / ep2 subdirs of your official HL2 installation to the subdirs in the CM2013 folder, but do not overwrite any files.

Oculus Rift support (untested)

Add "-vr" to the commandline of the Shortcuts in your CM2013 startmenu folder. (The final version will contain additional shortcuts.)

Starting the mod

Allways start your STEAM. The mod can start without steam running, but this will give you a lot of trouble (ingame-problems, resetting steam language settings). The final version will check for a running steam when starting. Use the shortcuts in the CM2013 startmenu folder for starting the mod.

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_CM2013\hl2\cfg
  • FAKEFACTORY_CM2013\episodic\cfg
  • FAKEFACTORY_CM2013\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 2013 Final

Torrent (Thanks to MadMakz)

HTTP download

HTTP download (thanks to Loip104)