NPC OVERHAUL v.2.5 � A mod by zymurgy 65
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Some of this mod's changes are aimed at making enemies tougher, some are a matter of personal taste, and others fix problems the UOP and USIP have not yet addressed. It is fully compatible with UOP v.3.5.8 and USIP v.1.6.1 and includes replacement .esp files for the Battlehorn Castle, Orrery and Unearthing Mehrunes' Razor DLC. This version incorporates all changes from my �Battlemages Revised� mod, rendering the latter unnecessary.

Major Skill, Favoured Attribute & Specialisation Changes
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Arena Combatant � Light Armor: Block replaces Marksman as only one member of this class used a bow. She has been transferred to the Arena Light Archer class.

Arena Light Archer: Specialisation is now Stealth rather than Combat, with Blade replacing Blunt.

Arena Combatant � Magic: Both members of this class wear light raiment, so Block replaces Heavy Armor to give them an additional line of defence if you manage to close with them.

Arena Combatant � Battlemage: This NPC now wears heavy raiment to match his enchanted shield, so I have replaced Light Armor with Blade.

Bandit Archer: Specialisation is now Stealth to improve their Marksman skill. Blade replaces Blunt as all those in Tamriel carry daggers.

Bandit Boss: These had Alteration as a Major Skill but use no spells. Replaced with Security, as they frequently carry lockpicks. Strength replaces Willpower as a Favoured Attribute.

Bandit Wizard: I've reversed the USIP's change from Blade to Blunt as all those in Tamriel are armed with daggers. Conjuration replaces Security as they never carry lockpicks. This boosts their magicka levels and summoning ability.

Conjurer: These had Heavy Armor as a Major Skill solely for Martin's benefit. I've replaced it with Athletics to bring them into line with Necromancers. Martin now has his own class.

Dark04 Prison Guard: Now identical to the UOP Kvatch Soldier class with Heavy Armor, Light Armor and Sneak replacing Armorer, Athletics and Speechcraft.

Dremora Archer: Had Alteration as a Major Skill but use no spells from that school. I've replaced it with Blade as the higher-level individuals use longswords rather than maces.

Dremora Class: Also had Alteration taking up a Major Skill slot. Replaced with Block to increase defensive skill.

Guard Archer: Replaces Speechcraft with Sneak, to improve their Agility, and Armorer with Block. Specialisation is now Stealth, which seems a more logical choice for foresters.

Guard Battlemage: Mysticism replaces Athletics to increase their magicka levels.

Marauder Archer: Sneak replaces Hand to Hand to increase their Agility.

Marauder Boss: Endurance replaces Willpower as a Favoured Attribute. I've restored Destruction as a Major Skill, since the Drothmeri veterans in the Unearthing Mehrunes' Razor DLC have spell lists.

Marauder Mage: Conjuration replaces Mercantile, improving their magicka levels and summoning ability.

Mythic Dawn Adept: Blade replaces Hand to Hand, as all can now summon Bound Dagger, with or without armour. Alteration replaces Athletics to take advantage of their levelled Shield spells.

Mythic Dawn Agent: Had Restoration as a Major Skill, yet use no spells from that school. Replaced with Alteration as a number use levelled Shield spells.

Mythic Dawn Assassin: Alteration replaces Illusion as they use no spells from the latter school.

SE Heretic Mage/SE Heretic Melee: Both classes substitute Blade for Heavy Armor, since they never wear the latter. This has no effect on their Health levels and gives Apostles proficiency with their daggers.

New NPC Classes
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Black Bow Bandit: Based on the regular Bandit, but Specialisation is Stealth. They never carry lockpicks, so Security is replaced with the all-important Marksman. Boethia's Chosen Dark Elf now belongs to this dangerous hybrid class.

Black Bow Bandit Boss: Based on the regular Bandit Boss, but replaces Alteration with Marksman as they now carry levelled arrows for their Black Bows.

Mages Guild Battlemage: Replaces Alteration and Conjuration with Heavy Armor and Restoration, making their armour and spells more effective.

Martin Septim: Based on the old Conjurer, with Restoration replacing Sneak to make the most of his levelled spells.

SE Noble: Syl's unique class substitutes Blunt for Blade to give her proficiency with Nerveshatter.

Fighters' Guild Changes
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All Fighters' Guild members except Nahsi, Rufrius Vinicius, and Sabine Laul wear a cuirass, boots, and at least one other piece of armour while on duty. The two monks rely on enchanted items and spells for protection. Vilena Donton and Modryn Oreyn now have daedric weapons and armour. Most other Guild members own the second-best equipment available at their experience level. Kurz gro-Baroth's level has been reduced from 20 to 19 to ensure the best gear stays in the hands of essential characters. Porters remain unchanged.

Changes to those characters with offset levels are fairly minor. Rellian's armour has been upgraded from leather to chainmail. Maglir has been disabled until you join the Fighters Guild. He now carries a shield and a levelled war axe, and will equip a full set of Blackwood Company armour when he defects.

Burz gro-Khash's Elven armour includes a unique pair of gauntlets with the Greater Resist Frost enchantment. Ah-Malz and Vincent Galien now wear the correct armour for their respective classes, and Right-Wind has fur boots to match his dialogue. Several Guild members with static levels previously used levelled equipment lists. These have instead been given an enchanted item of the appropriate quality, e.g. Nahsi's Robe of Defense.

Brag gro-Barg has switched class from Barbarian to Warrior, since he wears heavy armour, and Ohtimbar now belongs to the Arena Heavy Combatant class. This fits his back story, gives him a better skill set, and provides Cheydinhal with a heavy armoured fighter.

Other NPC Class Changes
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The Imperial Legionnaires in the Main Quest belonged to a variety of classes. All are now Guards or Kvatch Soldiers, as modified by the UOP. All Bruma guards in MQ10 are now classed as Kvatch Soldiers rather than Warriors to improve their Light Armor skill. The same applies to all guard captains with no "Arrest" dialogue.

Baurus, Glenroy and Captain Renault now belong to the Blade class. The Emperor's assassins have more Health, along with offset levels to make them more challenging for those who use PrinceShroob's Main Quest Delayer. If you attempt the Tutorial with a Level 1 character, keep a close watch on your own Health bar!

Brucetus Festinius has reverted to the Spellsword class (the UOP had turned him into a Nightblade), while Shamar the vampire-hunter is now a Blademaster. Ajum-Kajin of the Blackwood Company has been moved to the Sorcerer class, as has Eugal Belette. The Bandits initially encountered in Vilverin are no longer classed as Marauders. Several Sharpshooters have been transferred to more appropriate classes.

Tyrellius Logellus no longer loses experience levels when off-duty, and Gogan and Maelona now have the same offset level. All three have been moved to the Kvatch Soldier class. Gogron gro-Bolmog has been transferred to the Warrior class. His dialogue makes it clear that he has no interest in stealth, and this change gives him proficiency with his battle axe and heavy armour.

Most of the Khajiits in Border Watch now have fixed experience levels. Ri'Bassa keep his offset level, with a minimum level of 10. In the Shivering Isles, Gundlar now has the correct statistics for a Commoner. Vitharn Fanatics previously classed as Marauders have been moved to the Warrior class as only two of them use blades.

The Bloodcrust vampires have been given the correct combat styles, along with several Necromancers encountered in the Mages Guild quest line. Legion Foresters use the Default Archer style, as do those Imperial Legionnaires listed as archers in the Main Quest. Several named Necromancers have been set to reject yields.

The level offset for Arena combatants starts at 2, and increases by 1 each time your character advances in rank, to a maximum of 8. Agronak gro-Malog keeps his UOP level offset of 10.

Other Equipment Changes
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The vanilla game lists two values for silver longswords, and in my opinion the UOP uses the wrong one, making them as valuable as battle axes. If we look at the difference in value of longswords and maces a definite pattern emerges:
Iron � 3gp; Steel � 5gp; Silver � ?; Dwarven � 20gp; Elven � 40gp.
Assuming the figure for iron weapons is rounded up from 2.5 the difference doubles at each level. The missing figure must therefore be 10, giving silver longswords a value of 80gp (which some in the vanilla game actually had).

Several levelled heavy shield lists incorrectly included an Elven shield at level 10, rather than an Orcish shield. I have corrected this (the UOP simply deleted the entry, making shields only half as likely to appear as other Orcish items).

Lord Rugdumph's sword has the weight and attack rating of a claymore, but keeps its longsword speed and reach in the manner of an Akaviri dai-katana (it's actually somewhat shorter than a silver longsword). Hatred's Heart now has the correct weights and speed for a levelled mace, and Hatred's Soul has the correct weights and values for a levelled bow. The unique Fists of the Drunkard use the models and icons for iron gauntlets � their Editor ID identifies them as iron, they're classed as heavy armour and they weigh as much as iron gauntlets, so this seemed a logical change.

All town watch captains now have silver weapons and those armed with longswords carry regular town watch shields. They also wear steel greaves, boots and gauntlets based on Pelinal Whitestrake's armour, as I thought it made sense for their equipment to be more ornate. Garrus Darelliun and Hieronymus Lex will don this armour upon completion of the relevant quests. In addition, all captains now wear at least middle-class clothing when off-duty.

All rank-and-file Kvatch guards wear chainmail gauntlets, with steel greaves and boots, rather than the previous mix of armour types. Their weapons have been upgraded to match those of the other town watches. Guards in Skingrad now wear chainmail gauntlets rather than steel, as I suspect the latter's one-piece finger guard would in make it impossible to draw an arrow. All Leyawiin City Watch have been relabelled as Leyawiin Guards and the number of arrows they carry standardised.

Most Imperial Legionnaires encountered in the Main Quest had inferior weapons, as did the soldiers sent to help defend Bruma and the Palace Guards in TG11 � these have been upgraded. All Legion Foresters now wear cuirasses and carry silver shortswords. Mythic Dawn guards will no longer wear leather armour, since their summoned armour is far more effective. The dead guards in Oblivion citadels no longer carry random items of loot as there's no logical reason for them to do so.

Dremora archers of Kynmarcher rank now carry longswords rather than maces, bringing them into line with Markynaz archers, since both ranks use Dremora heavy bows and barbed arrows. The warhammers used by Valkynaz now have a 33% chance of being enchanted thanks to a previously unused levelled list. Mage robes use the Black Hand meshes. Melee fighters now wear gauntlets, and all armour has the correct Model Bound Radius. Helmets are playable � good news for trophy hunters!

The MQ10 Sigil Keeper's armour has been upgraded to Kynmarcher quality and his shield removed since he always uses a claymore. MQ13's Dremora Lord now wears a helmet, as may the MQ14 Sigil Keepers. The levelled weapon list used by Dremora Feydnaz has been modified. They no longer carry claymores, enabling those with shields to use them, but have a chance of wielding magic weapons.

Bandit and Marauder grunts are less likely to carry two-handed weapons but may now wear helmets, with Marauder Mages wearing heavy boots. Shields are just as common (more so for Marauders). New levelled lists ensure they're restricted to NPCs with one-handed weapons. Black Bow Bandits are armed with maces and war axes rather than daggers, and have the same chance of carrying healing potions as other Bandits. Some may also have helmets or shields.

All vampires equipped with shields are now able use them. Their levelled clothing lists have been modified to remove outfits that cover the whole body, as they made some users (notably Sorcerers) carry their cuirasses rather than wearing them. Mages will wear robes, while Barbarians and Crusaders may now wear helmets. Archers are only half as likely to carry shields, and Battlemages won't carry them at all.

All Orc Adventurers now wear heavy armour as none are proficient with light armour, and even the Battlemage's Heavy Armor skill is higher due to his racial bonus. They also use the new levelled weapon lists and wear gauntlets. Generic Necromancers are now armed war axes or maces, with boss-level maces for the Adepts. Generic Conjurers carry spell scrolls, with boss-level daggers for the Adepts. Mages' Guild Battlemages wear steel armour and carry silver weapons.

Arena archers and spellcasters now have at least a shortsword for self-defence, and all combatants wear the correct raiment for their class. Helmets and shields are more common, as are potions and poisons. Several combatants have magic weapons and some may wear magic jewellery. The light-armoured spellcasters will carry scrolls and possibly a staff.

Arena helmets and shields no longer have inferior health, and the levelled lists for random arena armour and weapons have been expanded. Agronak gro-Malog uses new levelled lists to ensure he always has at least a Dwemer longsword and shield (enchanted at higher levels), while Owyn and Ysabel Andronicus wear chainmail instead of heavy armour to fit their Blademaster class. The Shimmerstrike dagger's frost damage and charges have both been increased.

Boethia's Chosen are better equipped (three were previously barefoot). All now have the correct weapon type for their respective classes. As the Khajiit and the Nord always carry shields I have ensured they use only one-handed weapons, and the Orc will always wield a claymore to fit her Marauder class.

Alawen the Master Marksman trainer finally practices what she preaches and carries an Elven bow, while Torbern the Master Acrobatics trainer has a fine steel longsword. Eridor's vampire-hunters look more professional, with levelled armour and weapons, including a bow and arrows for Vontus Idolus.

Pinarus Inventius has switched from heavy to light armour to fit his Hunter class and carries a silver bow and arrows as well as his longsword (he is a Marksman trainer, after all). Baurus will don his helmet prior to the Battle of Bruma, and Mazoga the Orc wears gauntlets. The Khajiits in Border Watch (except Ri'Bassa) no longer have levelled equipment. R'i'Bassa now wears levelled boots and gauntlets.

Shivering Isles Heretics now wear lower-class shoes, along with black robes and hoods as I thought it odd they should all be dressed like Hannibal Traven. Yngvar Doom-Sayer now uses the Adventurers' levelled armour list and carries a levelled warhammer.

Brucetus Festinius has switched from light to heavy armour to fit his Spellsword class, and his colleague S'razirr now carries a boss-level bow. This, along with a change to his combat style, should ensure the latter engages in melee only as a last resort. Goblin Jim is now armed with a levelled shortsword and uses the same levelled potion lists as regular Goblin Shamans.

K'Sharr, Margarte, Martina Floria and Torbal the Sufficient are no longer barefoot. Carwen and Surius Afranius will now wear shoes when not in armour. Cylben Dolovas has a full set of off-duty clothes. Two previously naked corpses in Ebrocca are now clothed.

Ajum-Kajin's upper garment has been changed, allowing him to equip his Blackwood cuirass. Ja'Fazir now wears an almost complete set of Blackwood armour, lacking only the helmet and shield. Several other minor characters' armour and/or weapons have been modified to reflect their Major Skills.

Spell List Changes
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All Legion Battlemages now use targeted Destruction spells and targeted Dispel Other. Arena spellcasters have the NPC Mage Birthsign, and the two light-armoured characters will use summoning spells. Several NPCs who had the wrong levelled spell list, or lacked one despite belonging to a spellcasting class, now have the correct list.

Mages Guild Battlemages no longer have access to Alteration or Conjuration spells, but only Arielle Jurard and Roliand Hanus used the latter. Their remaining spells are more effective due to having Heavy Armor as a Major Skill, and their Restoration spells are more powerful. The NPC Mage Birthsign has been extended to both classes.

Trayvond the Redguard no longer sells the Soul Trap or Summon Scamp spells to fit his dialogue. This is a minor incovenience, as both spells are available in every other Guild hall, as well as A Warlock's Luck in Bravil.

Bandit Wizards, Conjurers and Marauder Mages no longer use the Bound War Axe spell, as their lack of Blunt skill made it less effective than the cheaper Bound Dagger. Marauder Mages won't summon Bound Armor since it would hamper their spellcasting. All Bandit Wizards and Marauder Mages have improved summoning capability. Arena spellcasters have the NPC Mage birthsign, and all Necromancers except Boethia's Chosen have the NPC Necromancer birthsign.

All Mythic Dawn Assassins will now summon Bound Armor and Dagger, and two of the Emperor's assassins will use levelled Shield spells. Ruma Camoran has been given the full range of levelled Mythic Dawn spells, as has Eugal Belette. The sleeper agents Cingor and Isolde will now summon Bound Armor and Sword, since he's used to two-handed weapons and her Blade skill is much higher than her Blunt skill. Mythic Dawn levelled spell lists now all go up to Master level.

Cosmetic Changes
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A few NPCs have been made more attractive, or just different. Dar-Ma, for example, has the correct skin tones for an Argonian teenager, and Syl's double now resembles her (although they're NOT identical). I used a modified version of Martin's face for the Emperor, so there's more of a family resemblance.

Male Nords are slightly broader, while both Orc genders are noticeably broader. All elves use the Dark Elf ear meshes and all Redguards have brown eyes. The dead Argonian bandits found in some dungeons are now Khajiits as there are no living Argonian bandits in the game.

Other Changes
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The Legion Battlemages' repetitive greeting, �Ah! You must be the Arcane University's newest addition!� is now flagged to be said only once by each of them, and Shivering Isles vendors will no longer comment on every single transaction. Rumours have been enabled for Jauffre and Baurus, so players who use Talkie Toaster's �Companion Share/Recruit� mod will be able to repair and/or upgrade their equipment.

I noticed a mismatch between several lines of dialogue and their subtitles, caused by the UOP placing the sound and lip files in the wrong subfolder. This has been corrected.

The location of the Necromancer ambush outside Skingrad has been moved to just south of the Cursed Mine entrance to match the directions given by Mercator Hosidus. This could mean they have to fight a bandit before you arrive, but that's their problem.

You'll find two casualties from Fithragaer's squad in Nenyond Twyll along with a Headless Zombie and a Skeleton Hero. A new trigger box makes doubly sure Fithragaer is killed by the floor smasher. The body of Rolis, the fourth member of Thalfin's unit, lies near the entrance to Silorn. Merete's combat style has been changed to NPC Marauder Mage to make her keep her distance.

Maglir's final greeting in the Blackwood Company Hall now ensures he'll attack regardless of how high your character's Personality might be. The bug that was preventing Bralsa Andaren from offering Destruction training has been fixed. You may now encounter Black Bow Bandits outside Telepe and along the west bank of the Niben.

Augusta Calidia's surname has been changed to Alidia to match her sound file. Her subtitles and a journal entry have also been amended. Galtus Previa and the broken Blackwood shield have been disabled until �The Master's Son� is under way. K'Sharr will be disabled at the end of �The Stone of St. Alessia� to keep him from standing around in the snow forever. Low-level processing has been removed from around a dozen dead NPCs.

In New Sheoth, Sontaire now has quite the busy nocturnal schedule. Depending on the night of the week you'll find either Rendil Drarara, Orinthal, or Tove the Unrestful in her bed.

Requirements/Compatibility
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Requires Shivering Isles and the Unofficial Patches. This mod is likely to clash with anything that modifies classes, inventories and/or spell lists.

Thanks to Grogrokl for the advice regarding use of TES4Edit to bring this mod into line with the Unofficial Patches, and to PrinceShroob for pointing out that some Marauder Bosses use Destruction spells.

Installation
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The Main Files folder contains everything necessary to play Oblivion and Shivering Isles. The files for use with Knights of the Nine and the other DLC are in the DLC .esp Files folder.

And Finally...
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If you like this mod, check out my others on the Nexus:

A Dog for Bhisha (www.nexusmods.com/oblivion/mods/49951)
Alternative Dancer Races (www.nexusmods.com/oblivion/mods/47863)
Belda Elysium Revisited (www.nexusmods.com/oblivion/mods/47692)
Better Traps (www.nexusmods.com/oblivion/mods/47713)
Bravil Waterfront (www.nexusmods.com/oblivion/mods/51357)
Creature Fix Compendium (www.nexusmods.com/oblivion/mods/50100)
Devastation of Kvatch Redux (www.nexusmods.com/oblivion/mods/48554)
Niben Bay Camp (www.nexusmods.com/oblivion/mods/50087)
No Anachronistic Main Quest Comments (www.nexusmods.com/oblivion/mods/48728)
Shivering Isles Alternate Start (www.nexusmods.com/oblivion/mods/51115)
Vanilla Staff Replacer (www.nexusmods.com/oblivion/mods/48152)
Waters Edge Reborn (www.nexusmods.com/oblivion/mods/50236)

If you have any comments or suggestions, feel free to contact me via the Nexus.