About this mod

This is a high poly face replacer/redesign for all 105 named male and female NPCs in Whiterun Hold (except children and beast races). Comes in two versions, Full version and a Males Only version.

Permissions and credits
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This mod covers all 105 named  adults in Whiterun Hold, which includes NPCs from the city of Whiterun, Riverwood, Honningbrew Meadery, the Grey Beards, Rorikstead, and several small farms.

I included all unique named characters I could find. If a character in the Whiterun Hold area isn't included it's because they didn't have a unique facegen to replace. (such as the crazy guy under Honningbrew Meadery).

The names of all NPCs the Whiterun release covers are listed in the spoiler.


  • AcolyteJenssen
  • AdrianneAvenicci
  • Aela theHuntress
  • Agnis
  • Ahlam
  • AlfhildBattle-Born
  • Alik'rWarrior (3 of them)
  • Alik'r Prisoner
  • Alvor
  • Amren
  • Andurs
  • Anoriath
  • Arcadia
  • Arngeir
  • Athis
  • Avulstein
  • Balgruuf the Greater
  • Belethor
  • Bergritte
  • Bjorlam
  • Borri
  • Brenuin
  • Brill
  • CamillaValerius
  • CarlottaValentia
  • CommanderCaius
  • DanicaPure-Spring
  • Delphine
  • Drelas
  • Eimar
  • Einarth
  • Elrindir
  • Embry
  • Ennis
  • EorlundGrey-Mane
  • Erik
  • Faendal
  • Farengar
  • Farkas
  • Fianna
  • Fralia
  • Gerda
  • Gerdur
  • Gloth
  • Gwendolyn
  • Heimskr
  • Hilde
  • HjornskarHead-Smasher
  • Hod
  • Hrongar
  • Hulda
  • Idolaf
  • Irileth
  • Jenassa
  • Jervar
  • Jon
  • JouaneManette
  • Kematu
  • Kodlak
  • LegateQuentin Cipius
  • Lemkil
  • LillithMaiden-Loom
  • LucanValerius
  • Lund
  • Lydia
  • MallusMaccius
  • MauriceJondrelle
  • Mikael
  • Mralki
  • Nazeem
  • Nimriel
  • Njada
  • Olava
  • Olfina
  • Olfrid
  • Orgnar
  • Orthorn
  • ProventusAvenicci
  • Reldith
  • Ria
  • Rorik
  • Saadia
  • Sabjorn
  • Saffir
  • SeverioPelagia
  • SicklyFarmer
  • Sigrid
  • Sigurd
  • Sinmir
  • Skjor
  • SkulvarSable-Hilt
  • Sven
  • Thorald
  • Tilma the Haggard
  • Torvar
  • UlfberthWar-Bear
  • Uthgerd theUnbroken
  • Vignar
  • Vilkas
  • Wilmuth
  • Wulfgar
  • Ysolda


USSEP (Unofficial Skyrim SE Patch) (Optional non-USSEP version available in misc files)
Expressive Facial Animation Female
Expressive Facial Animation Male
Northbourne NPCs Resources
The mod was designed with the version of the High Poly Head that was made to work with Expressive Facial Animation. Using this mod without Expressive Facial Animations installed can cause issues such as mouth clipping or eyes looking odd. It's not a hard requirement but to avoid any issues you should have it installed.

Incompatible Mods

Face Discoloration Fix


Simple answer
  • That mod will not work for NPCs created in Racemenu. (as noted in that mod's description)

Long Answer
  •  NPCs faces are not put together at runtime, all parts of an NPC's face (Head, eyes, hair, beard, etc) are all in a pre-generated nif file often referred to as Facegen. All the names of the faceparts that were used to create the NPC's face are listed in that NPC's esp record. When you change the appearance of an NPC you edit both their esp NPC record and then regenerate the NPC's Facegen nif. If another mod edit's that same NPC's record and is loaded after the NPC mod's esp there is now a mismatch between the faceparts in the pregenerated nif facegen and the faceparts listed in the NPC's esp record. This causes the black face issue.

  • The Face Discoloration mod works by regenerating NPC facegen nifs when it detects a black face bug. The reason that won't work for Racemenu created NPCs is because the mod can only regenerate faces with the basic vanilla face sliders that are present in the vanilla game. Furthermore since the NPC's faces in my mod all have pregenerated facegen there is no need to put the loose individual meshes like hair and beard parts. If you attempt to regenerate facegen without the mods that made up the face to begin with you will have missing face parts.

Changes in Version 3.0

Version 3.0 brings in a lot of changes to the release. I wanted to come back to my early works and give them a bit more time and dedication than I did originally. Every face I sculpted was modeled off an actual human reference so I didn't create the same face according to my own tastes over and over. Here's a breakdown of the changes.

  • Changed file structure to use the Northbourne NPCs Resource File and made it a requirement
  • Redesigned over half of the NPCs faces from scratch using real life references.
  • Changed the hairstyle of many NPCs to more recently released lore-friendlier options.
  • Rebuilt all NPCs with greyscale hair textures to allow for true grey and white hair colors.
  • Added Agnis
  • Added Alik'r Prisoner
A Few Things to Note

There are 5 NPCs that I removed head gear from, they are Danica, Bergritte ,Fralia, Gloth, and Olava. If your using this on a new game there are no issues. However, these characters will be naked if you install this on a game where you have already met these characters. To fix, walk up to the npc, open the console, click on the npc, type resetinventory then hit enter.

I've also changed any female characters that used male animations to use the female ones.

Mod Suggestions (to make it look like screenshots, they're not requirements)

I have left the faces, bodies, and eyes to use whatever textures you have (if any) installed because everyone's preference is different. That being said, for best results these are the mods the replacer was designed with and I highly recommend them.

The wrinkle complexions, skin tones, makeup, and overall face structure was optimized to be used with the RSV version of the BnP Skin mods.

BnP Skin for Females (NSFW Link)
BnP Skin for Males (NSFW Link)
The Eyes of Beauty ( just for vanilla eye texture replacer)

Install with a Mod Manager (Recommended)

Uninstall with a Mod Manager
This mod would be a pain in the ass to uninstall without one

Load Order
Below anything that overwrites the same NPCs until a patch can be made

Credits for those that made this mod possible (The assets in this mod were all included with either direct or open permissions)

KS Hairdos by Kalilies, Stealthic, and Shockero
Dint999 for his hairpack
Hallgarth's Additional Vanilla Hair by Hallgarth
ApachiiSkyHair by Apachii
The Eyes of Beauty by LogRaam and ported to SSE by docteure
Salt & Wind Rough Hair by jasperthenome and ported by Shiva182
KS Hairdos 1.7 Salt and Wind by mashanen
High Poly Head by KouLeifoh (mod is posted on VectorPlexus)
Female Makeup Suite and Skin Feature Overlays and HD Vanilla Tints by DomainWolf
RaceMenu by Expired
USSEP by Arthmoor
Beards of Power by Mharlek1 
Proventus' Racemenu design by  zxamonxz
 Aeruni for providing a preset Olfina is based off
Pocky's 4k Human Female Makeup by PockyPunk1
Female Makeup Suite and Skin Feature Overlays and HD Vanilla Tints by DomainWolf
Beards for High Poly Head by afboak
HG Hairdos 2 by summerdew
Beards by Hvergelmer
Brows by Hvergelmer
SC - The Witcher 3 hairdos by ShinglesCat
Freckles, Moles, and Makeup by CoralineKoralina
Bethesda for Skyrim SE