About this mod
Roleplay focused race overhaul. Minimal race forms changes for compatibility, and abilities designed for deeper character development, including subrace choices. Flesh out a meat mandate adhering bosmer. Rid the Cloud District of annoying NPCs without raising alarm as a stealthy Shadowscale Argonian. Purge the undead as an Ash'abah Redguard.
- Requirements
- Permissions and credits

This race overhaul is designed to expand roleplay options through design of abilities that offer new ways to play without being restrictive, and be compatible with other race overhauls where possible. There are many customizable options to help with balance of individual load orders and to prevent overlap of features.
While the term subrace is used, the idea is to capture varying cultural, geographical, and ideological differences within each race, and translate them into structured abilities that make each character not just feel different on paper, but in actual gameplay.
Once-a-day powers have been removed. All abilities are either passive, trigger (activate under certain circumstances automatically), or interactive (use activation to utilize). Original abilities that provided simple stat bonuses (health, magicka rate, etc.) have also been removed, or updated to trigger abilities. This was done to allow stats to be managed outside of race. However there are abilities that compensate for this change as well.
Lastly, starting spells have been redone, and the option to provide free perks at specific levels is available. Both of these were done with the race's aptitudes in mind, as well as some logic (Khajiit start with Muffled Movement and get Silent Roll at a relatively low level, Bosmer start with Eagle Eye and gain Steady Hand early, etc.)

- ESL-Flagged
- Races have all vanilla abilities and spells removed (readded later based on choices).
- Starting skill levels are set to 5, and are adjusted based on individual race aptitudes (+15, +10, +5).
- Descriptions of each race are updated to reflect the changes made by this mod.
- Elf names are changed: High Elf to Altmer, Wood Elf to Bosmer, and Dark Elf to Dunmer.
- The above are handled via race forms, and are the only anticipated incompatibilities with other race mods which can be remedied by load order.
- Races are given 1 aptitude ability: Rate increase at which primary, secondary, and tertiary skills are learned (+15%, +10%, and +5% respectively).
- Races are given 1 blood ability: This provides both resistances and weakness to various natural and magical effects.
- Races are given 2 base abilities: These are available to each race, regardless of subrace chosen (if any).
- Each race has 2 to 3 subrace options: Each of these is given 2 additional abilities.
- Starting spells and level perks are both provided based on primary, secondary, tertiary skills.
- Aptitudes (learn rates), Bloods (resistances/weaknesses), Abilities, and Level Perks can all be toggled in the MCM for customization.
- Many of the abilities scale with level (indicated with "(Scale: Level)" notation in description).
- Most abilities are distributed to NPCs. In some cases alternate abilities are applied to compensate for those that do not make sense for NPCs.
- Note: Some of the resistances/weaknesses do little with vanilla. They are designed to work with spell mods, and will be important to a magic overhaul in the works.
- Ex: Illusion Resistance: Does little for PC with vanilla (though helps NPCs), but new magic mod will have illusion based direct-damage spells.
- Ex: Same with Alteration/Conjuration, although less direct-damage, there will be "offensive" spells in these schools, making resistance to them more important.

Races
Altmer
Skills
- Primary: Illusion
- Secondary: Enchanting, Restoration
- Tertiary: Alteration, Conjuration, Destruction
- Resistance: 50% disease and illusion.
- Weakness: 25% magic.
- Courage, Fury, Lesser Ward
- Level 1: Animage
- Level 3: Recovery (1)
- Level 6: Kindred Mage
- Level 10: Necromancy
- Level 15: Insightful Enchanter
- Level 20: Atromancy
- Highborn: Spells cost 5-25% less magicka to cast. (Scale: Level)
- Essence Artisan: Soul gems provide 10-50% more charges for enchanting and recharging enchanted weapons. (Scale: Level)
- Salache Intellect: Gain an additional perk point every 20 levels.
- Arcane Affinity: Self-targeting spells have a 10-50% increased magnitude and duration. (Scale: Level)
- Meric Attunement: Each piece of enchanted armor equipped fortifies magicka.
- Arcane Aggressor: Direct-damage spells have a 5-25% increased magnitude. (Scale: Level)
- Zero Touched: Touch a living, non-Altmer humanoid to gain their base abilities for a time.
- Golem Derma: At conjuration skill 20, take 25% less damage from basic weapons. L40, meric. L60, advanced, L80, crystalline. L100, mythic.
Argonian
Skills
- Primary: Light Armor
- Secondary: Lockpicking, Pickpocket
- Tertiary: Alteration, Restoration, Sneak
- Resistance: 25% disease and poison. 15% piercing.
- Weakness: 25% elemental.
- None
- Level 1: Custom Fit
- Level 3: Night Thief
- Level 6: Unhindered
- Level 10: Backstab
- Level 15: Quick Hands
- Level 20: Assassin's Blade
- Aquatic Mending: Health regenerates 100% faster while in a body of water or 50% faster while raining.
- Amphibious Roots: Breath underwater and swim 50% faster.
- Histborn: Health regenerates 10-50% faster (1/2 in-combat) when health <50%, but unable to use shrines. (Scale: Level)
- Marsh Guerilla: Unarmed power attacks have a 5-25% chance to cause critical damage and use 10-50% less stamina. All unarmed strikes ignore 10-50% of armor. (Scale: Level).
- Drifter Dogma: While unable to hear the Hist, shrine blessings provide their normal benefits and fortify stats by +25 each while active.
- Unmoored Scales: Toughened and weathered scales provide 5-25% slash resistance. (Scale: Level)
- Ku-vastei: Most petty crimes are ignored, and bribes cost 10-75% less. (Scale: Level)
- Shadow Claw: At the cost of stamina, claw combat targets to inflict poison for 10s, or stealthily target a victim with a chance to go unnoticed based on stealth skill levels (lockpicking, pickpocket, and sneak). (Scale: Level)
Bosmer
Skills
- Primary: Archery
- Secondary: Alchemy, Sneak
- Tertiary: Light Armor, Lockpicking, Pickpocket
- Resistance: 25% disease and poison.
- Weakness: 10% crushing damage.
- None
- Level 1: Eagle Eye
- Level 3: Deadly Aim
- Level 6: Steady Hand (1)
- Level 10: Poisoned
- Level 15: Experimenter
- Level 20: Wind Walker
- Jaqspur Draw: Time to draw a bow to maximum power is reduced by 50%. Time to regenerate stamina after zooming is decreased by 50%.
- Theft Rites: Sell any type of item, even stolen, to other Bosmer for 10-50% more. (Scale: Level)
- Floral Reverence: Only willing to harvest half the ingredients from plants, but created mixtures are 25-100% stronger. (Scale: Level)
- Valen Reflexes: 3-15% chance to evade melee attacks and 6-30% chance to dodge ranged attacks. Chance increases the higher stamina is.
- Frond and Leaf: Unwilling to harvest from plants or trees, but created mixtures are 50-200% stronger. (Scale: Level)
- Meat Mandate: Able to feed on freshly killed corpses following combat. This provides a temporary ability of the consumed, and gradually increases health, magicka, and stamina permanently.
- Reaper Ghost: While crouching, touch a recently slain foe to become nearly undetectable for a short time. During this time, health and stamina regenerate 100% faster.
- Vigilant Precision: Ranged sneak attacks have a 25% chance to stun or disarm (or both) targets. This affects targets up to level 10-50 and stuns for 1-5s. (Scale: Level)
Breton
Skills
- Primary: Conjuration
- Secondary: Alteration, Speech
- Tertiary: Alchemy, Illusion, Restoration
- Resistance: 25% magic.
- Weakness: 50% alteration and conjuration.
- Bound Dagger, Conjure Familiar, Candlelight
- Level 1: Mystic Binding
- Level 3: Mage Armor (1)
- Level 6: Soul Stealer
- Level 10: Hypnotic Gaze
- Level 15: Persuasion
- Level 20: Benefactor
- Manmer Mantle: 5-25% chance to absorb incoming hostile spells. Chance increases as magicka is depleted.
- Nedic Wiles: Persuasion attempts are 5-25% easier. (Scale: Level)
- Connected Soul: Spells cast on conjured or raised targets under the casters control are 25-100% more effective. (Scale: Level)
- Aetherial Skin: Reduce incoming magic damage by 25-75% while charging or casting a spell. (Scale: Level)
- Stones of Fate: Standing stones provide additional benefits in the form of a chance for various, positive effects.
- Galen's Protection: Self-targeting defensive spells are 25-50% more effective when cast in combat. (Scale: Level)
- Gravesinger: Reanimated targets gain an additional 20-100 health and stamina, and can be enhanced by using magicka to infuse some ingredients. (Scale: Level)
- Wyrd Kin: Offensive, non-direct-damage spells are 25-50% more effective. (Scale: Level)
Dunmer
Skills
- Primary: Destruction
- Secondary: Alteration, Illusion
- Tertiary: Alchemy, Light Armor, Sneak
- Resistance: 50% ash and fire.
- Weakness: 50% frost.
- Flames, Oak Flesh, Clairvoyance
- Level 1: Augmented Flames (1)
- Level 3: Magic Resistance (1)
- Level 6: Rune Master
- Level 10: Poisoner
- Level 15: Quiet Casting
- Level 20: Light Foot
- Ancestral Guardian: While wearing a full set of chitin, bonemold, glass, or ebony, physical damage is reduced by 10-20%, 15-30%, 20-40%, and 25-50% respectively. (Scale: Level)
- Moriche Chymist: Mixed poisons are 25-50% stronger, and incoming poison duration is reduced by 25-50%. (Scale: Level)
- Velothi Nomad: While walking or running, speed is increased by 10-50% and carrying capacity is increased by 30-150. Able to harvest 1 additional ingredient from plant and animal sources. (Scale: Level)
- Warding Glyphs: Create glyphs by touching a recently slain foe. Hits from this race will drain their health, magicka, and stamina. The number of glyphs at one time is based on level, starting with 1 glyph.
- Tribunal Edict: Daedric artifacts related to Azura, Boethiah, and Mephala, provide additional benefits.
- Chimeric Adaptation: Deal 10-50% more melee damage to enemies with a melee weapon equipped, and 10-50% more magic damage to enemies with a spell equipped. (Scale: Level)
Imperial
Skills
- Primary: Restoration
- Secondary: Block, Heavy Armor
- Tertiary: Destruction, Enchanting, One-Handed
- Resistance: 25% restoration.
- Weakness: 25% alteration.
- Healing, Lesser Ward
- Level 1: Regeneration
- Level 3: Well Fitted
- Level 6: Respite
- Level 10: Soul Squeezer
- Level 15: Elemental Protection
- Level 20: Soul Siphon
- Cyrodilic Discipline: Stamina regenerates 10-50% faster in combat, and power bashing with a shield costs 10-50% less stamina. (Scale: Level)
- Martial Merchant: Blacksmiths provide 10-25% better buying prices. (Scale: Level)
- Noble Trader: Jewelers and tailors provide 10-25% better selling prices. (Scale: Level)
- Alessian Resolve: In combat, protection and healing spells are 25-100% more effective. (Scale: Level)
- Fierce Devotion: Shrine blessings last 24-96 hours. (Scale: Level)
- Battlespire Alum: Defensive destruction spells and offensive restoration spells are 25-50% more effective. (Scale: Level)
- Proving Festival: Standing stones provide <20> to <100> health, magicka, and stamina. (Scale: Level)
- Pillar of Kiai: Self-targeting shouts are <25> to <50>% more effective. Those under the effects of a shout take double physical damage. (Scale: Level)
Khajiit
Skills
- Primary: Sneak
- Secondary: Lockpicking, Pickpocket
- Tertiary: Alchemy, Archery, One-Handed
- Resistance: 25% frost.
- Weakness: 25% fire.
- None
- Level 1: Muffled Movement
- Level 3: Cutpurse
- Level 6: Silent Roll
- Level 10: Physician
- Level 15: Golden Touch
- Level 20: Hunter's Discipline
- Alpha Predator: See better in dark areas, take 15-75% less fall damage, and sneak 15-75% faster. (Scale: Level)
- Claw Dance: Unarmed attacks have a 25% chance to cause bleed damage for 2-10 seconds. Power attacks have a 50% chance. (Scale: Level)
- Elsweyr Peddler: Khajiit caravans offer 10-50% better pricing when making purchases. (Scale: Level)
- Rain of Sand: Unarmed power attacks have a 15/10/5% greater critical hit chance vs unarmored/light armored/heavy armored targets. Critical damage is increased based on stamina remaining. (Scale: Level)
- Moon Priest: Mixed restorative potions are 25-100% stronger and last 25-100% longer. (Scale: Level)
- Lunar Guard: While magicka is at 100%, gain immunity from critical hits, and incoming direct-damage spells have a <10> to <25>% reduced magnitude (doubled at night). (Scale: Level)
Nord
Skills
- Primary: Two-Handed
- Secondary: Light Armor, Smithing
- Tertiary: Block, One-Handed, Speech
- Resistance: 25% frost.
- Weakness: 25% illusion.
- None
- Level 1: Champion's Stance
- Level 3: Custom Fit
- Level 6: Great Critical Charge
- Level 10: Allure
- Level 15: Advanced Armors
- Level 20: Critical Charge
- Northern Might: Carry weight is increased by 10 for every 5 levels achieved.
- Grey Voice: Shout cooldown is decreased by 10-50%. (Scale: Level)
- Doom Child: Standing stones provide additional benefits in the form of resistances to different types of damage.
- Atmoran Glory: Power attacks cost 10-50% less stamina once health drops below 50%. The lower health becomes, the less stamina required.
- All-Maker Child: All-Maker stones provide a 15% increased physical or magical resistance from specific types of weapons or elemental spells.
- Frostcaster: Frost spells have a 10-50% greater magnitude, with a 10-50% lower magicka cost. (Scale: Level)
Orc
Skills
- Primary: Heavy Armor
- Secondary: Block, Smithing
- Tertiary: Enchanting, One-Handed, Two-Handed
- Resistance: 5% physical. 10% elemental
- Weakness: 50% restoration.
- None
- Level 1: Fists of Steel
- Level 3: Power Bash
- Level 6: Tower of Strength
- Level 10: Fighting Stance
- Level 15: Orcish Smithing
- Level 20: Devastating Blow
- Pariac Rage: Regenerate 1-5% of total health per second while in combat and health is below 50%. The lower health is, the faster it regenerates.
- Beshkar-Nor (Death Forge): Temper heavy armor 10-50% more effectively. (Scale: Level)
- G'thazarg Grace: Fortify sneak, lockpicking, and pickpocket by 5, and learn each 5% faster.
- Shapit Ferocity: Swing two-handed weapons 10-50% faster. (Scale: Level)
- Osh Beshkar-Nor: Beshkar-Nor is twice as effective, but only works with basic, meric, and advanced tiered materials.
- Malahk Seed: Incoming physical damage is reduced by 25-50% while health is above 90%. (Scale: Level)
- Beastly Gaze: Intimidating is <25> to <50>% easier against non-orcs. Hostiles may flee at the sight of you drawing a weapon. (Scale: Level)
- Pinnacle Valor: 25-50% increased chance to stagger targets with power attacks, and 25-50% decreased chance of being staggered while blocking. (Scale: Level)
Redguard
Skills
- Primary: One-Handed
- Secondary: Archery, Destruction
- Tertiary: Alteration, Block, Smithing
- Resistance: 50% poison. 10% alteration and conjuration.
- Weakness: 25% illusion.
- Sparks
- Level 1: Dual Flurry (1)
- Level 3: Critical Shot (1)
- Level 6: Savage Strike
- Level 10: Quick Reflexes
- Level 15: Impact
- Level 20: Deflect Arrows
- Adrenaline Rush: Stamina regenerates 20-100% faster while in combat and health is below 50%. The lower health is, the faster stamina regenerates.
- Yokudan Stride: Run and sprint 10-50% faster while stamina is above 50%. The higher stamina is, the faster the run and sprint speed.
- Ra Gada Resilience: Sprinting requires 10-50% less stamina per second. (Scale: Level)
- Battle Tactician: One-handed and dual-wielding power attacks cost 10-50% less stamina and have a 1-10% increased critical hit chance. (Scale: Level)
- Oblation of Onsi: Temper one-handed swords 20-100% more effectively. (Scale: Level)
- Ephemeral Feint: While dual-wielding, regular strikes have a 3-15% greater critical hit chance and 30-150% greater critical damage when followed within 1 second of a power attack. (Scale: Level)
- Execrate Rites: Perform ritual on recently destroyed undead. Doing so will gradually increase stats permanently.
- Unclean Order: Power attacks and elemental spells deal 20-100% more damage to necromancers and undead. (Scale: Level)

Ability Details
True Way Breton: Stones of Fate
- Apprentice Stone: Chance to resist 50% of incoming hostile spells.
- Atronach Stone: Chance that an adept or lower level spell will cost 50% less magicka each cast.
- Lady Stone: Chance that an incoming power attack will deal 50% less damage.
- Lord Stone: Chance that a power attack will cost 50% less stamina.
- Lover Stone: Chance that a blocked attack will deal 50% less damage.
- Mage Stone: Chance to learn magic skills 25% faster with each use.
- Ritual Stone: Chance that spells cast from scrolls or staves are 50% stronger.
- Serpent Stone: Chance that applied poisons will last twice as long.
- Shadow Stone: Chance that a melee sneak attack will deal 100% more damage.
- Steed Stone: Chance that a power attack will deal 50% more damage.
- Thief Stone: Chance to learn stealth skills 25% faster with each use.
- Tower Stone: Chance to deal double damage against blocking opponents with a power attack.
- Warrior Stone: Chance to learn combat skills 25% faster with each use.
Reachfolk Breton: Gravesinger
- Bone Meal: Increase armor rating by 100.
- Briar Heart: Increase health and stamina by 100.
- Fire Salts: Increase fire resistance by 100.
- Frost Salts: Increase frost resistance by 100.
- Void Salts: Increase shock resistance by 100.
House Dunmer: Tribunal Edict
- Azura's Star: Fortify magicka by 100 and magicka rate by 50%.
- Black Star: Fortify conjuration skill by 20 and destruction skill by 10.
- Ebony Mail: While equipped, Ebony Mail weights nothing, and provides immunity to critical hits and staggering.
- Ebony Blade: While equipped, absorbs 50% of targets' souls, and learn two-handed and speech 15% faster.
Mainland Nord: Doom Child
- Apprentice Stone: Gain 10% alteration and illusion resistance.
- Atronach Stone: Gain 10% destruction resistance.
- Lady Stone: Gain 10% piercing damage resistance.
- Lord Stone: Gain 10% slashing damage resistance.
- Lover Stone: Gain 50% critical damage resistance.
- Mage Stone: Gain 5% magic resistance.
- Ritual Stone: Gain 10% conjuration and restoration resistance.
- Serpent Stone: Gain 25% disease and poison resistance.
- Shadow Stone: Gain 20% ranged damage resistance.
- Steed Stone: Gain 25% power attack resistance.
- Thief Stone: Gain 20% dagger resistance.
- Tower Stone: Gain 10% crushing resistance.
- Warrior Stone: Gain 5% physical resistance.
Skaal Nord: All-Maker Child
- Beast Stone: Gain 20% slashing damage resistance.
- Earth Stone: Gain 20% piercing damage resistance.
- Sun Stone: Gain 20% fire resistance.
- Tree Stone: Gain 20% crushing damage resistance.
- Water Stone: Gain 20% frost resistance.
- Wind Stone: Gain 20% shock resistance.

Race Overhauls: This mod is designed to work with other race overhauls. The only anticipated incompatibilities would be features changed via race forms: Removal of vanilla abilities, powers, and spells, and the adjustments to starting skill levels based on primary, secondary, and tertiary skills. In this case, load this mod before and let the other race mod overwrite. If you want to include another race mods abilities, do the same. Otherwise a patch would be necessary.
If loading another race overhaul after this one, you will receive all starting spells, level based perks, and all abilities based on the selected subrace choice.
Disclaimer: Not responsible for starting/becoming OP too early due to the use of another race overhaul on top of this one that adds abilities.
Perk Overhauls: Compatible, but may have some conceptual inconsistencies and depends on how the mod was implemented.
If vanilla perks were used / overwritten, the level perks should still be added.
If vanilla perks were dropped / removed from perk trees, the level perks should still be added, but will not show in the skill tree.
Mods that affect Night Vision may not mesh with the Khajiit's auto-Night Vision, but still seem to work. If there is a conflict, setting the Light Level option to 0 should let the other mod take over the vision without this one interfering. However I have a note to update the script to allow this automatically for the next update.
The only other vanilla form changes: PCHealRateCombat spell (changed to 0, so no natural healing in combat), and the Actor form for the player (to remove starting spells). I was able to find a way to do this via script, but not on the powers added by the race forms so had to do a little manipulation here. Compatibilities of this nature should be minor and easy to patch.
Everything else in this mod was created from scratch, so should be of no consequence.

Patches: Disparity (Thanks to Fallven)

ESL Flagged.
Mid-game: Installing on a game in progress will provide the choice for subrace and the subsequent abilities. If using another race mod in this case, the only thing might go possibly awry is the starting spells. Level perks and abilities should work fine.

Development Mods
Origins: Add some background to your character to provide a more unique start.
Race Overhaul: Race overhaul with subrace selection and completely revamped abilities.
Skill Based Stat Growth: Stats increase based on the skills you use.
Useful MiscStats: The more you craft, the easier it gets. Makes crafting skills less of a grind.
Immersion Mods
Encounter Zones: Reworked encounter zones for realism and variety.
Evolving Economy: Introduces a working, evolving economy.
Immersive Activators: Change all prompts into more immersive interactions.
Mods In Progress
Attributes
Classes
Loot
Magic
Perks
Standing Stones