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Modifies 20 NPC classes and introduces 4 new ones. Also changes many NPCs' inventories and spell lists, and addresses several issues overlooked by the UOP and USIP. Now includes .esp files for Knights of the Nine, Battlehorn Castle, the Orrery, and Unearthing Mehrunes Razor. Alternative .esp files with no cosmetic changes are provided.

Permissions and credits
NPC OVERHAUL v.1.9 – A mod by zymurgy 65
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.3.5.5 and USIP v.1.5.9, and now includes replacement .esp files for the Battlehorn Castle, Orrery and Unearthing Mehrunes' Razor DLC.

Major Skill, Favoured Attribute & Specialisation Changes
Arena Combatant – Light Armour:  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 Armour 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 shield, so I have substituted Blade for Light Armour.

Bandit Archer:  Specialisation is now Stealth rather than Combat, to improve their Marksman skill.  Blade has replaced Blunt, as all those encountered 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 have 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, while their summoned creatures will be a threat to low-level characters.

Conjurer:  These had Heavy Armour as a Major Skill solely for Martin's benefit.  I have 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 Armour, Light Armour and Sneak replacing Armourer, Athletics and Speechcraft.

Dremora Archer:  Had Alteration as a Major Skill, but use no spells from that school.  I have 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:  I have replaced Speechcraft with Sneak (which is more useful to a Forester), and Armourer with Block. Specialisation is now Stealth.

Guard Battlemage:  Alchemy 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 have restored Destruction as a Major Skill, since a Drothmeri boss in the Mehrunes' Razor DLC has a spell list.

Marauder Mage:  Conjuration replaces Mercantile, increasing their magicka levels and allowing them to access their Apprentice-level summoning spells from the outset.

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 Armour, since they never wear the latter. This has no effect on their Health levels, and gives Apostles proficiency with their daggers.

New NPC Classes
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.

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 uses the standard Noble profile, but substitutes Blunt for Blade to give her proficiency with Nerveshatter.

Fighters' Guild Changes
All Guild members except Nahsi and Sabine Laul wear a cuirass, boots, and at least one other piece of armour while on duty.  Nahsi relies on her Alteration spells and a Ring of Aegis.  Since Anvil is a training chapter, its members are especially well equipped.

Vilena Donton and Modryn Oreyn now have Daedric weapons and armour.  Other Guild members generally own the second-best equipment available at their experience level, while those with offset levels wear chainmail or steel armour and carry silver weapons.  Kurz gro-Baroth's level has been reduced from 20 to 19 to ensure the best equipment stays in the hands of essential NPCs, and Porters remain unchanged.

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 ring.

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 armour fighter.  Maglir has been disabled until the Player joins the Fighters Guild.  He will now equip a full set of Blackwood Company armour and a Dwemer war axe when he defects.

Other NPC Class Changes
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.  Amminus Gregori (encountered outside the Cheydinhal Oblivion Gate) is classed as a Guard rather than a Knight, and carries only lower-class gold.  All Bruma guards in MQ10 are now classed as Kvatch Soldiers rather than Warriors.

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!

The Bandits initially encountered in Vilverin are no longer classed as Marauders.  Several Sharpshooters have been transferred to more appropriate classes, as only Jayred Ice-Veins and the Black Rock ghost pirates use any spells.

Tyrellius Logellus no longer changes class or level when off-duty, and Gogron gro-Bolmog is now a Warrior, rather than an Assassin.  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.  Gogan and Maelona will always be classed as Guards, and now have the same offset level.

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.

Gaius Prentius (who guards the Strange Door to the Shivering Isles) is now classed as a Guard.  In the Isles themselves, Gundlar has the correct statistics for a Commoner.  Those 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.

Other Equipment Changes
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 is 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 states they are iron, they are 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 no longer wear leather armour, as they have no need of it.  The dead guards in Oblivion citadels no longer carry random loot, as there is no logical reason for them to do so.

Necromancers previously armed with daggers now carry maces.  All Mages' Guild Battlemages wear steel armour and carry fine steel weapons.

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 1-in-3 chance of being enchanted, thanks to a previously unused levelled list.  Mage robes use the Black Hand meshes.

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 will 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 are restricted to NPCs with one-handed weapons, except for a few bosses.  Black Bow Bandits are armed with maces and war axes rather than daggers, and have the same chance of carrying healing potions as regular Bandits.  Some may also have helmets or shields.

Vampire Scouts now wear the correct light armour, and the same levelled lists devised for Bandits and Marauders have been used to ensure those NPCs with shields can actually use them.  The levelled vampire clothing lists have also been modified to remove outfits that cover the whole body, as they caused some vampires (notably Sorcerers) to carry their cuirasses rather than wearing them.  Vampire Mages will still wear robes.

Arena archers and spellcasters now have at least a shortsword for defence, and all combatants wear the correct armour for their class.  Helmets and shields are more common.  Both Owyn and Ysabel Andronicus wear chainmail instead of heavy armour to fit their Blademaster class.  Agronak gro-Malog uses new levelled lists to ensure he always has at least a Dwemer longsword and shield.

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.

The wandering Orc Adventurers will wear only heavy armour as none have proficiency with light armour, and even the Battlemage's heavy armour skill is higher due to his racial bonus.  They also use the new levelled weapon lists and wear gauntlets.

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 fine steel bow as well as a longsword (he is a Marksman trainer, after all).  Yngvar Doom-Sayer now wears iron armour to fit his Warrior class.  Baurus will don a helmet prior to the Battle of Bruma, and Mazoga the Orc wears gauntlets.

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.

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.

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.

Several other minor characters' armour and/or weapons have been modified to reflect their Major Skills, and a number of scripts have been edited to ensure that certain NPCs have the right equipment.  These scripts include changes made by the UOP.

Spell List Changes
Several NPCs who had the wrong levelled spell list, or lacked one despite belonging to a spellcasting class, now have the correct list.  The NPC Mage Birthsign has been extended to all Bandit Wizards and Marauder Mages, except for Boethia's Chosen Breton and Imperial (who have no need of it).

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.  Likewise, Marauder Mages will not summon Bound Armour, since it would hamper their spellcasting.  All Legion Battlemages now use a wide range of targeted Destruction spells.

All Mythic Dawn Assassins will now summon Bound Armour & 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.  Sleeper agents with Blade as a Major Skill will summon Bound Armour & Sword, rather than Bound Armour & Mace.

Cosmetic Changes
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 are NOT identical).  I used a modified version of Martin's face for the Emperor, so there is 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.  This mod now has an alternative .esp file which omits the cosmetic changes.

Other Changes
Rumours have been enabled for Jauffre and Baurus.  Players who use Talkie Toaster's Companion Share/Recruit mod will now be able to repair and/or upgrade their equipment, perhaps by giving them some of the relics recovered from Sancre Tor.

Augusta Calidia's on-screen surname has been changed to Alidia to match her sound file. Her subtitles have also been amended.  The bug that prevented Bralsa Andaren from offering Destruction training has been fixed.

Low-level processing has been removed from several dead NPCs, notably Biene Amelion, Ma'zaddha, Syl's double, the dead Kvatch guards and fallen Knights of the Thorn.

Model bound radii for all modified NPCs have been brought into line with the Oblivion .esm or, where appropriate, the Unofficial Patches.

Oblivion v.1.2.0416 and Shivering Isles, plus the Unofficial Patches.  Knights of the Nine is not required, as the meshes and textures for Pelinal Whitestrake's armour are included.

This mod is likely to clash with anything that modifies NPC classes, inventories and/or spell lists.

Bethesda – for producing a game that people still want to play (and modify!) after more than a decade.
Grogrokl – for the advice regarding use of TES4Edit to bring this mod into line with the Unofficial Patches.
PrinceShroob – for pointing out that at least one Marauder Boss uses Destruction spells.

Unpack and copy the folders and .esp file of your choice to your Oblivion\Data folder, then check the .esp in OBMM.  I recommend setting it to load as late as possible.  The Textures\Faces files for both Oblivion and Shivering Isles have been included to ensure that any changes to facial textures appear in-game.  New .esp files have been added to make this mod compatible with Knights of the Nine.

NOTE: If using an alternative .esp file with no cosmetic changes, there is no need to install the Textures\Faces folder, the meshes for high elf and wood elf ears, or the alternative KotN .esp file (which changes the appearance of Olava the Fair's corpse, and the colour of two Redguard NPCs' eyes).

To uninstall, delete the .esp file and the ear mesh files in Meshes\Characters\HighElf and Meshes\Characters\WoodElf. Deleting the other folders is optional, but will free up disk space.

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

Alternative Dancer Races (
Belda Elysium Revisited (
Better Traps (
Devastation of Kvatch Redux (
Goblin Fix (
Skeleton Fix (
Vanilla Staff Replacer (

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