Skyrim Special Edition

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About this mod

Unique, realistic NPC replacers, some with high poly heads, all with a lot of time, care, and consideration.

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*** This version is now OUTDATED, and merged into my newest mod, and thus will no longer be supported ***
Please visit the newest version HERE

I started this mod because I love creating faces in racemenu, I've been told I'm not too bad at it, and since I can't play all of them at least this way I can see them in my game somehow! There are loads of amazing NPC replacers out there, but everyone has their own idea of how a unique character should look. These NPCs in particular I've overhauled all for various reasons; either I felt like none of the existing replacers quite fit the idea I had of them in my head, or because they simply needed some more love. 

Some of the newer NPCs have included fancy High-Poly heads! The ones included are: Sheo, Aicantar, Temba, Olfina, Fralia, Heimskr, Calcelmo, Mirabelle. No, you do not have to download anything else; everything is included and should work out of the box. 

On to the main course:

Calcelmo and his nephew Aicantar. Calcelmo regrettably does not come with the cool goggles (maybe when I have more time).

Mercer Frey, with his trademark snarl. 

Temba Wide-Arm. I wanted her to look a bit rough, a bit more like she has to deal with those damn bears all the time. 

Heimskr. The overhaul you never knew you needed. 

Mirabelle Ervine: She's quite hard to photograph in crappy college lighting, but I promise she looks lovely in game. 

Our dear old Uncle Sheogorath. This version may  not be everyone's cup of tea, but I was tired of him looking like generic old guy with beard. 

Fralia Grey-Mane: Fralia has a custom body and custom dress courtesy of the brilliant Kozakowy and his lovely 1660 Gown. I put a scarf on her to cover up the cleavage. 

Olfina Grey-Mane. I just wanted her to look a bit more like mum. 

Balimund, the Riften Blacksmith: Go to see him perform miracles of steel. He's way easier on the eyes now. 

Jon Battle-Born: he's a babyfaced bard.

Alvor, the Riverwood Blacksmith: He deserved some extra attention. 

Brynjolf: there's no shortage of Brynjolf makeovers out there, but none of them spoke to me. So here he is. 

Tolfdir: While old, he is still a powerful mage and should look less like a feeble, tottering old man.Immersive College of Winterhold patch available in Optional files. 

Jarl Idgrod Ravencrone: An older lady, but by god she is an elegant older lady and shouldn't be wrinklier than the chair she sits on. She's also somewhat of a mystic and I felt like her appearance should reflect that. 

Idgrod the Younger: Because she needed to look more like her mother, naturally. 

Jarl Elisif the Fair: After a long discussion with friends, it was agreed-upon (mostly) that Elisif is quite young, yes, but not an infant. She carries herself well for her age, so she should be young, fair, but also look a little wise (and sad, given her husband just got murdered in front of her by Ulfric).

Jarl Laila Law-Giver: Eh, I just wanted her to look a little older and more submissive, being Maven's adoring fan and all. 

Viarmo, the Headmaster at the Bard's College in Solitude. He really needs this festival to happen, guys. 

Delphine, the woman we love to hate but can't live (play) without. She's supposed to be in her late fifties, and doesn't have time for anything fun. Her normal maps have been redone to give her a slightly younger appearance without looking weird. 

UPDATE, there is an optional file for a different version of Delphine, shown below: 

Jarl Siddgeir: Antler boy gets a makeover

Farengar Secret-Fire: He has a long haired version (my personal choice) and a short haired version and you can check out the difference in the photos. But, depending on your mods installed, he'll probably be wearing a hood like this so it won't matter.

Esbern: Looking less like a tottering old fool.

Maven: I took inspiration from two leading women who convey the kind of power that I think she has: Angelica Huston and Meryl Streep

Madanach: Madanach needed to look like he lived in a prison-mine, but could still kick ass. 

Adrianne: No more hair catching on fire! She also had her normal maps changed to look a bit younger.

Cicero (his hat is smaller now)

Kodlak: Kodlak is sick and dying, and I felt like he needed to still look like a proper Companion, but reflect his health.

Karliah: She is sad, worried, and on the run. She's also very hard to take a good photo of. 

Jarl Balgruuf: Rumor is that he had his first wife killed. Do you believe it? He looks great in-game. 

Jarl Igmund: You've got to be one tough SOB to keep the reach under control. 

A note on Skin Textures, Meshes, and Compatibility

*UPDATE* - you can now choose to download an all-in-one version of the mod WITHOUT any skin textures! This will be the most compatible version, especially if you use any body meshes other than cbbe. The file size is much, much smaller as well. However, please note that their appearance will change somewhat depending on which skin textures you use. My recommendations are below. But, if you want them to look just like they do in these photos and have the disk space, download one of the other versions.*

I have included skin textures for a specific reason, because different textures can DRASTICALLY change their appearance. I intend for them to look a very specific way, as this is my artistic license to do so. This said, removing textures can be done and it's not hard, but that will be up to you. Additionally, my overhauls are NUDE, because people are NUDE under their clothing. This includes males and females. I will not be providing undies options. 

Each younger person includes their own total skin texture replacers, and you shouldn't see any neck seams. The older folks, Tolfdir, and Jarl Idgrod Ravencrone *only have their heads redone* so if you take their clothes off, you will absolutely see a skin texture mismatch unless you happen to be using the same skin that I picked for their faces. I won't apologize for that, mostly because I'm lazy, but also you shouldn't be taking the clothes off of old people. Shame on you.
 The list of skin textures I have used are down below in credits. I mix and match A LOT, but I can say that the majority of my overhauls include some from Tempered & Skysight for males, and Mature & ALT for females. 

ENB can make a huge difference on how skin texture looks, and make neck texture seams either invisible, or incredibly obvious. I suggest installing one of the scarf mods I have linked below because Skyrim is cold and what you don't see won't hurt you. 

A few of the women have custom body meshes - this is intentional. Do not mess with it, you will break things. 

Download Options 

All-in-One Compatibility Edition: This version includes NO skin textures with exception of Fralia, and has Farengar with long hair. This is by far your best bet for compatibility and size. 

FOMOD: You may pick and choose which NPCs you want; each has their own individual ESL-flagged ESPs so they won't take up space in your load order. This includes skin textures. 

Merged All-in-One:  This includes *Long haired Farengar* and all included skin textures. 

Installation & Information

  • Place at or near the bottom of your load order, and after all other NPC replacers if you want my files to win and show up in your game. 
  • If you have black face, it's usually a mod conflict or load order issue. Check in your data folder to make sure my files aren't being overwritten.
  • If you are still having black face, try using the console to setnpcweight 100. Most are set to default weights, however I have changed some. This isn't a permanent fix, either.
  • You probably wont, but you MAY need to start a new game if you're currently using conflicting NPC replacers, because I've heard that facegen files can get baked into your save games, in which case nothing will fix it but a clean start. 
  • There is myriad information out there on how to deal with blackface if none of this works - I am a fairly new modder and likely won't be able to help you further than what I've already said here, but I'll do what I can.

Since I have had requests for a way to donate, I have set up a Kofi page. Since I don't create my own assets I don't really feel deserving, and I urge you to check out the amazing modders whom I've credited, but you all are too kind. <3  eeekie's Kofi

My other mods: 


I couldn't and probably wouldn't have made this mod without endless help, encouragement, and advice from the wonderful folks communing at Lexy's LOTD guide discord. Lexy, Evertiro, Dave, Secreth, goeds, Diana, Shadriss, Nathan, ra2phoenix, Berndaroy and everyone else there - you guys rock, seriously. Thanks for putting up with me! <3 Thank you also to Kalilies for the inspiration from her own great NPC replacers, and especially for putting up her instructions How to edit NPCs without Nifmerge which saved me from pulling out all my hair in frustration!

Onto the physical credits:

Disclaimer- I did not make any textures or meshes myself!  All I did was combine bits and pieces from other's amazing creations. All assets used were created by different talented members of this modding community, and they all deserve immense credit for their awesome work. If you happen to notice a file that I failed to give credit for (I hope not!) PLEASE let me know because it's certainly not intentional and I will remedy it ASAP! It's never my intent to pass off other's hard work as my own.

Please visit and endorse their individual pages!

Thank you to both:

Vector Plexus High Poly Head completely transforming tired old meshes to modern day standards.

Some later NPCs were created in racemenu using Expressive Facegen Morphs which gives character creation so many more subtle options for an even greater variety of looks.


Kala's Eyes - a new beautiful eye replacer mod - thank you to guidethisonekalaheria - endorse her!!

The Eyes of Beauty SSE - another amazing eye mod - thank you to docteure and LogRaam for the original work!

Improved Eyes Skyrim - fantastic detailed replacements for all races- thank you to missjennabee and Nazenn

Eye Normal Map Fix SSE - thank you to Mr Dave for providing the realistic reflections which makes the eyes look alive!

Xrayys HD Eye normal map SSE - Another very well done eye enhancement!

llygaid Eye Improver - some of the best shine around


khisartin at DDS Workshop for ALT skin and ALT for Mature skin. Glorious stuff. Also big thank you to the very talented MOCIA of Interesting NPCs Visual Overhaul for generously reworking some of Mature's skin to be less weird and much more smooth and appealing!

Pride of Valhalla- Super HD Skin set for UNP-UNPB-7B-CBBE- thank you to dracofish for making what I consider some, if not the, best skin textures out there!

BijinSkin UNP and CBBE - thank you to Shiva182 for their fantastic normal map file for elders, and CBBE for the starting material!

Fried's Male Skin Textures- 4k male skin textures and complexions thank you to TheFriedTurkey for creating some of the best map and normals for the elder race!

Skysight Skins - Ultra HD 4k 2k Male Texture and Real Feet Meshes - Thank you to fadingsignal for these awesome textures and meshes, and whose wrinkled skin texture I'm certain was used in some of the mods already mentioned!

Vitruvia- Skin Texture Overhaul for Males - thank you to Mandragorasprouts for their amazing skin textures!

Northborn Scars - Thank you to Northborn for making this badly-needed retexture!

Maevan2's Mature Skin Textures - some of the best "real" skin out there!

Tempered Skins for Males - recently updated and better than ever. This is my go-to skin for dudes.


A Smile HD by MARI SE - If you've never thought about a teeth retexture, you're doing yourself a disservice. Go grab Mari's amazing mod and see the difference for yourself!

Skin Feature Overlays, freckles, scars, birthmarks, and Female Makeup Suite Thank you to domainwolf for providing the freckles and age spots, and the best makeup suite on the Nexus. I couldn't have given them nearly as much character without. 

Northborn Scars - Thank you to Northborn for making this badly-needed retexture!

Kalilie's Brows- utterly gorgeous new brow mod from an insanely talented MA

Maevan2's Eye Brows SE more fantastic brows.

SG Female Eyebrows - thank you Hello Santa for the original creation and Senturos for the SSE port


SC- KS Hairdos Retextured - ShinglesCat really outdid herself here. This is a must-have.

KS Hairdos SSE - Thank you to Kalilies for making such an incredible hair mod!

ApachiiSkyHair SSE - Thank you to Apachii for more awesome hair options!

Shiva182 and Jasperthegnome for their must-have Salt & Wind Hair Textures for both KS hair and Apachii Hair

Beards by Hvergelmir and his Brows mod. - it doesn't get better than these, folks.


The scarves used for Fralia and Temba are from two separate mods that I have either had no luck contacting the MA (a very old mod) or the original creator's mods are no longer up nor the MA active on Nexus. I will link the mods below, because IMO they are must-haves for any load order, and if I run into permission issues I will certainly work to remove them as it is not my intention to "steal" nor claim credit. The mods are: 

Blanket Scarves & Blanket Scarf Earth Tones - original mod by keungkeung, retextured by jasperthegnome

Keeping Warm- Scarves & Mufflers - a composition of multiple scarf mods composed by Netrve and CyborgArmGun, with original mods cited here:
Natterforme - Scarves of Skyrim (
cmdo - Skyrim Scarves and Mufflers (
jacknifelee - New Scarves of Skyrim (