Borgakh, Ghorbash, Uthgerd, Golldir, Illia and Aranea are updated with better AI, perks, stats and spells. These followers are really worth it, but they are not easy to get. For example, trying to convince Borgakh with "They'll understand. Trust me." is rather futile unless you have reached mastery in fast talk or you're an Orc yourself and possess some average speech skill. Another example is Uthgerd. She's rather easy to beat in Requiem, but with Minor Arcana her pumped stats and perks will effectively prevent low level characters of doing so. These followers will level with no limits, so you may choose to keep them throughout your entire player character's game life. Aranea is also marriageable.

All potential follower Companions have been perked and properly outfitted according to their roles, their dialogue and Requiem changes. For example, Requiem imposes penalties which make heavy armor incompatible with two of Aela's primary attributes. So, aside from giving her the right Evasion and Sneak perks, her armor needs to be modified. But then, Eorlund is supposed to be making a "new shield for Aela" and this couldn't be a steel shield of course! It has to be changed to a light shield, yet good enough to have been made by the best blacksmith in Skyrim.

The Thalmor Embassy quest cannot be finished in the way it was designed in vanilla which is a major drawback for a quest so well set and performed by the voice actors. This is fixed and, while the sneak experience requirements are still high, the soldiers and especially Rulindil won't automatically detect the player character.

Trevas Watch has been reqtified with all major actors receiving better AI, outfits and perks. The original owner won't immediately try to storm the keep with his two surviving bodyguards and the quest activator has been relocated to prevent cheating which also breaks the quest. Brurid, the bandit boss, is edited according to relevant dialogue lines as a real battlemage instead of a random trickster. Beware!

The Missing in Action quest is very well scripted and playacted, but it's simply too difficult for new characters, especially in Requiem. So, instead of urging them to wipe out a Thalmor stronghold when they can't, or forcing them to ignore the issue and let Fralia's son keep getting "questioned" by the Thalmor, we can simply set the scene between Fralia and the Battleborns to run later. Both the scene and the note will now appear when the player character has reached a good level of experience.

Purchasable horses are rebalanced. In Requiem, some horses are clearly better options than others. Minor Arcana increases health for all horses and modifies speed, carry weight, stamina, armor rating and arrow resistance according to their armors. As you can see, all purchasable horses have both strong and weak points. Note that the armor and arrow resistance values are slightly outdated, but the relative balance remains the same.

The unarmored Whiterun horse for example, is very fast, can carry a lot of weight and gallop great distances but it's only protected by its natural hard skin. The Solitude warhorse is outfitted with a heavy and tiresome ebony barding, but it can withstand a lot of hits from normal weapons and arrows.

Unarmed combat has been overhauled so that most one-handed perks also affect boxing. The Martial Arts perk is modified to drastically decrease stamina costs for unarmed and the Powerful Charge animation has been improved to support the punching. Once you get the perk, sprint towards some bandit and hit attack for some "happy slapping". Unarmed is not meant to replace your weapons, but it's still an OK substitute if you lose your main weapon or if you get low on stamina.

Unstoppable charge is truly unstoppable. The perk now combines the original vanilla method with Requiem's constraints, allowing players to perform a true unstoppable charge when sprinting with their shield raised. The effect starts when the first enemy is hit after 2 seconds of sprinting while blocking with a shield and lasts for 7 seconds. During this time, non-gigantic enemies are hit by both Requiem's Bullrush effect and by the Unstoppable Charge system. After that, the effect goes through a cooldown period, during which only Requiem's bullrush effect can be applied. The period is close to 1 hour game time but it has been designed to be non-cheatable and somehow random, to deter bean-counting. A big advantage of this addition is that NPCs can now use shield charge and this is particularly important for Hadvar who is supposed to use this ability during the Helgen escape.

Volunruud is improved with a navmesh that will allow the AI to move freely. The boss is much more difficult, but the rewards are also much more interesting and unique in nature. Read the journal of the dead grave digger to find out.

The Old Orc is now a unique encounter. He'll no longer respawn after you kill him, and his appearance and dialogue should convince you to leave him alone if you aren't ready for the task. "Malacath has given me a vision of a glorious death" now makes sense.

The Scavenger and the Thief random encounters are improved with better perks and AI. Inexperienced adventurers should steer clear of scavengers' loot and they should consider paying up to highwaymen. Scavengers are a nice example of how mostly basic perks and equipment can create a lethal enemy in Requiem, as long as the AI is tweaked to support them.

The Necromancer Duo random encounter is set to run only after they have a good reason to do so. This is a particularly nasty encounter and although the player can simply choose to retreat, their movement package can cause them to get near towns which they can wipe out.

Hired thugs will be sent after the player more often and only when the stealing is witnessed by the owner. An additional bonus from these edits is that you'll be receiving comments from citizens more often when you're rummaging through garbage barrels.

Black Briar Chalet mercenaries are correctly outfitted (no more plate armor with slippers) and much more powerful because of Black Briar and Frost.

High level bandit tricksters can now cast basic spells. Not anything game changing, but still nice to see a boss trickster cast some icewinds or a firebolt.

Giant slaughterfish are modified to fix the flying fish glitch and fit their environment. In places where amphibious life seems to be thriving, there can be no predator that deals 10000000 damage. And generally, in regards to those 10000000 damage points, the introductory Gary Gygax axiom has been proven true in any roleplaying game I have participated to.

Barbas is no longer the "Cheater's Best Friend". The following package of Barbas is modified so that he will only follow you in the wilderness or in quest related locations. So, if you move in an unrelated dungeon, Barbas will start walking back to Clavicus' statue. Once you return outside, Barbas will resume his following package. Waiting for an hour will immediately get him back to you.

Trap damage is reduced for many traps, mostly to prevent cheats where the player leads enemies through fallen boulders. Enemies are killed immediately because fallen boulders were set to cause a huge amount of damage on touch. The player is obviously smart enough to avoid running on them.

A few traps have become more dangerous. Beware of poison blooms, especially if you have low poison resistance.

Even more improvements:

• Brill's alcoholism relapse dialogue will only be spoken if the Imperials have won.
• Bolund accepts firewood only from Nords. He also matches the description of a former Stormcloak soldier in case you intend to teach him some manners.
• The Afflicted Refugee in the random encounter is no longer wearing a helmet in order for the dialogue about his skin to make sense.
• Aringoth now looks like a real Wood Elf. Also, he doesn't need ~130 arrows.
• Leather hoods are restored, and distributed, as valid light armor items. Very fitting for shady characters!
• Fur armor can be crafted with the Craftsmanship perk.
• Healing poultices can be made with mead as well. Alchemy level 30 or greater reduces floral ingredients by one, Catalysis by another one. The note is rewritten to fit on a single page.
• The player character doesn't miraculously change from prisoner rags into robes during the Helgen intro. The robes are relocated to one of the chests at the soldier barracks inside Helgen Keep.
• Restored the dead battlemage next to Gunjar in Helgen Keep to provide players with some additional heavy armor items at this stage. He also serves as a basic outfit example to aspiring battlemages.
• Arms and armor displayed and sold at village and town racks are restricted to basic stuff. When a smith tells you to "leave the fancy Elven stuff to the Elves" its because they don't know how to make it.
• Vampires no longer wear jackboots instead of their normal outfitted boots when wearing other types of armor in Requiem. Also added a 50% chance of gauntlets to their light attires.
• Vampire dust no longers instakillls players characters with less than 350 hit points. It instead has a 10% chance to induce Sanguinare Vampiriis which slowly drains health.
• Drelas cottage is yours to plunder.
• Balbus is better at fleeing from danger while gathering ingredients.
• Dawnguard will no longer start by guard dialogue which hasn't been voiced by the original voice actors. It will only start by Durak's visit at player level 30. The player can of course start the Dawnguard quest manually by visiting the appropriate location.
• The Treasure Hunter random encounter has more varying treasure.
• Draugr archers are more likely to use their bows.
• Improved stats, perks and AI for Skeletal Archer and Skeletal Mage because it was rather weak compared to similar apprentice spells.
• Improved the navmesh in Kolskeggr Mine; the boss should now be able to use his emergency route to attack the player from behind; this was implemented in vanilla but the navmesh was lacking the necessary Edge Portals to allow it to work.
• Improved Nimhe's activator so that she actually traps the player.
• A list that's supposed to provide one of the best healing potions now does.
• Fixed a glitch that causes erratic behavior to Valdr under certain conditions.
• Targe of The Blooded has a more fitting description.
• All notes are written in hand instead of press fonts.
• All notes added by Requiem have no weight and price.