Oscuro's Oblivion Overhaul Readme


















Oscuro's Oblivion Overhaul V.1.31 is Released!


OOO 1.31 List of Changes 






The Readme Below is for version 1.23. For version 1.3 please follow the link above.

Welcome to Oscuro's Oblivion Overhaul Readme


***Important Information***

    Oscuro's Oblivion Overhaul is an ambitious project that seeks to redefine many of the gameplay and content aspects of the original Elder Scrolls IV: Oblivion. Due to the magnitude of this work, a lot of smaller user-made modifications may not be a 100% compatible with it. I have included two versions of Oscuro's Oblivion Overhaul--a "Full" and a "Lite." The latter .esp file does not include a substantial number of modifications that appear in the former. This allows the user more freedom to customize their ES IV: Oblivion experience. Even so, not all user-made modifications will be compatible. Check near the bottom of this readme for a complete list of differences between the two versions of Oscuro's Oblivion Overhaul, as well as information and links to recommended modifications created by other authors and links to utilities useful in detecting conflicts between modifications. This information will help you to customize the game to your preferences.

    Included in this zip there are many necessary files that need to be unzipped into your ES IV: Oblivion "Data" folder, which is found in the main folder where you installed the game. Detailed instructions for new and previous users about which files they need to install are included near the bottom of this readme.

    Savegames from V. 1.2, V. 1.21 and V. 1.21Fix are compatible with V. 1.23 and all future versions. Only if you have not used already V. 1.2, or above, will you need to begin a new game from scratch in order for all changes to NPCs' Level Data to take effect.

    If it is the first time that you use Oscuro's Oblivion Overhaul then I highly recommend that you begin a new game or you will not experience the full benefit of the changes accomplished by this Mod.




Information on Version 1.01:

    I decided to make this mod after realizing that The Elder Scrolls IV: Oblivion was largely based on a system of "leveled" gameplay, whose function resulted in a contrived experience of immersion and "realism" that, in my view, detracted from the potential enjoyment of such a beautiful and massive RPG. Creating, balancing, and testing the needed changes was a time-consuming task, but the result is a more rewarding experience that I hope also helps those of you that prefer a more static game world than what it was offered upon release.

    The first major issue is that of linearity of challenge. In Oblivion, quests and combat encounters are "leveled" relative to the level of the player's character. This concept, while offering some good gameplay elements (freedom of choice, gentle learning curve, etc.) was implemented too indiscriminately. The sense of accomplishment in improving one's avatar suffers because the world is constantly changing to meet a pre-designed level of challenge. Also, "realism" and "immersion" disappear when the player notices glitches in the continuity of the world (Town guards so high in level that one wonders why they need a "hero" after all; lowly creatures that can suddenly give High-Chancellor Ocato a senseless beating, etc.)

    The goal of this mod is to increase the overall challenge of the game, to increase the chances of the unexpected to happen, to reduce the flaws that hurt the "realism-factor" of the "leveled" system, to tweak item rarity and presence in the world, to add some new content and, lastly, to change some of the variables of the game system to balance its gameplay.

    To preserve the positive aspects of the "leveled" system and remedy the negative ones, this mod changes the following:

    I went through every NPC and creature in order to cap their max level. In general, the caps fall mostly between 4 and 40, with some special cases. Every modification allowed a range where the creature or NPC can level relative to the level of the player; those that were capped or static by default I left untouched. The criteria to choose the level of caps took into account the relative power of the creature, the frequency, the status (named, boss, occupation), the relevance for the main quest and guild quests, the lore of tamriel, etc. Also, most of these changes also included a minimum level. This will enhance the sense of danger when traveling into unknown areas, it will also add to the realism of the game's world and, finally, provide a sense of accomplishment when what once was a threat becomes a hunt for sport. A complete list would be too large for a readme file, here are some of the most significant and common changes:

1- Daedra

    Daedra remain unchanged except for capped levels. Also, their spawn lists were changed to give a more random chance of encountering weaker daedra at higher levels. For example, Fire atronarchs, clannfears and scamps can appear in oblivion areas, gates, special dungeons, etc, regardless of the level of the player. The higher level daedra have a slightly higher chance of spawning, to keep the player on guard.

2- Dremoras

    Dremoras are now significantly more powerful. Markynaz and Valkynaz have their levels capped but with a range where they keep up with the player. Every leveled list that included dremoras is now updated, even quest ones. This means that some quests, specially the main quest, will be more difficult and the player will not be able to complete them at low levels. Roughly, a level 20-25 will stand a chance, anything below that and it will be a world of hurt. At a player level of 40+ almost all dremoras will be lower than the player, with the exception of some special cases. At lvl 50 the player should be able to mop the floor with just about every creature in Cyrodiil. (Example: Kynval are lvl 12, in most cases they will not spawn unless the player is level 13--the intervals of Dremora reach near lvl 40)

3- Vampires

    NPC vampires are very different now. There are four different types of vampires: regular, fearsome, deadly and ancient. They all have an interval where they will appear in the usual vampire havens and dungeons. The space between the intervals allows the player to experience both challenge and a good ol-fashioned vampire-killing spree. For example, at lvl 16 there is a good chance that you can clean up a vampire nest with ease (except if patriarchs or matriarchs are around) Anything below level 8 will have a very tough time against the regular vampires. Deadly and ancient vampires carry specially good loot, but they will not show up until level 22. Again, some surprises are in store for the daring adventurer. The most powerful vampires are the ancient patriarchs and matriarchs. These will appear in the late stages of the game provided that you have not cleaned every other regular patriarch or matriarch in Cyrodiil, something hard to do unless you reach mid twenties. Some dungeons will become "re-occupied" if you clean them early on. Rumor has it that a very powerful vampire lord has brought to Cyrodiil a feared relic in order to cleanse it of its power with the aid of other elder buddies of his kin.

4- Goblins

    Goblins of different tribes vary now in power. Some are rather scrawny, others are now very strong in comparison. All of their levels and loot tables are capped and adjusted accordingly, plus a new item here and there if you can find them. Regular, run-of-the-mill gobbies are also capped and tweaked, the warlords will give you a good beating unless you are a seasoned adventurer.

5- Mythic creature

    Mythic Creature leveled lists are modified so that there is a chance that lower level critters will spawn even at high levels. This is specially prevalent in wilderness areas, where now there is also the chance that powerful creatures may surprise the wandering player. That is, there is now the slight possibility that you will run into very tough fights while exploring the wild. The more remote and inaccessible the area, the higher the likelihood of an untimely encounter. The strongest of mythic creatures, the Minotaurs, are capped but can put up a fight even against the experienced player.

6- Undead

    Undead are mostly untouched, except for level caps on their strongest versions: wraiths/Lichs. Some skeletons are a bit stronger but they remain among the weakest of the undead, alongside zombies. Leveled lists for undead are modified so that there is now the chance that they will spawn weak undead regardless of the level of the player. Again, higher level undead have a greater chance of appearing in these situations.

8- Bandits, Marauders, Conjurers and Necromancers

    These NPCs are capped, their loot lists adjusted and spread at variety of level ranges so that some difference between them is apparent. Bandits can be very low level and reach early twenties. Some exceptions are the bandit bosses and the infamous Black Bow Bandit crew. Marauders tend to be slightly more powerful. Necromancers and Conjurers will give some trouble to the inexperienced adventurer, but later on they will easily become cannon-fodder. However, the boss versions are rather powerful. The expulsion of necromancers from the Mages Guild has bred resentment. Necromancers of Tamriel, under the guide of the experienced Fayth Noor, gather in Cyrodiil to plot against the Archmage.

9- Guards

    All guards in the game are now level-capped. They are not lowly beginners, but you will not get the feeling that they are so powerful that your presence in Cyrodiil is a nuisance. At high levels you will be able to school most guards. Some towns have stronger regiments, others are weaker. Guards in the stages of the main quest are leveled appropriately, stocked with some healing potions and ready to rumble. Still, powerful enemies will take them down more easily than they can do the same to you. This also applies to the blades and the imperial guards.

10- Citizens

    All citizens of Cyrodiil, friendly or not, are level capped, when possible, in-synch with the difficulty of the quests with which they are associated. I have tried to give them a generous level range so as not to stiffle or demean the quest progression. With that said, a lot of npcs involved in quests have minimum level caps which means that you may not be able to finish the hard guild quests early on. A great feature of this change is that you will no longer get your ass handed down to you by a hoe wielding punk of a farmer after you pilfer his house clean or take his daughter to the "barn."

11- The Arena

    Arena fights are completely changed. They do not simply scale according to your level. Now, each batch of fighters has its own level range, increasing up until a much more epic fight with the Grandchampion. You will not be able to beat the Arena unless you are highly experienced and decked out. This is a significant change from the original, where the Grandchampion of Cyrodiil, capital of Tamriel, was a fearsome level 10 warrior! Morituri te salutant!

12- Loot Tables and NPC-Gear Tables

    All pertinent leveled item tables have been adjusted to match NPCs' occupation and status. You will not find hardly any npcs with Elven, Ebony or above, except in some cases to flesh out the mysteries of Tamriel. The same applies to monsters, except powerful ones, and Bandits, Highwaymen and Marauders. Also, even at higher levels they will not constantly sport chainmail, mithril, dwarven and orcish. They will still appear in leather, iron, fur and steel on a regular basis.

Those changes addressed some of the problems that I found with the "leveled" system. I believe that the game's atmosphere and gameplay improve greatly with them. I added a few more changes for the sake of rounding the mod, also with the aim of improving realism, tweaking lackluster skills, birthsigns and a few other issues. The changes are:

1- Item Tables *******(Note: the hard caps on items that npcs carry changed post V. 1.2)*******

    Every pertinent loot table for armor, weapons, gems, jewelry and special items has been revamped, except most of the quest-related ones. The aim here was to make items more scarce and rare until higher levels. For example, Dwarven will not appear at lvl 6, but lvl 13+; Daedric will not begin to drop until around very early thirties. The same formula, scaled appropriately, I applied to the remaining lists. Powerful items will be more special and not simply lying around at every corner after level 20. (As an aside, the editor for Oblivion has a few bugs, one of which affects how items and levels in lists are organized, I went through the lists as many times as I could before going completely bananas--you try going through hundreds of items across hundreds of cross-referenced lists--but inconsistencies may remain here, some by design, others by bug and yet others because I didn't feel like tweaking them any longer.) 

(Note: NPC/Creatures'  items are based on difficulty--Read section on 1.2 changes for more information)

2- Value

    The value of gems, jewelry, silver house-wares and pelts is now higher so that thieves have a greater enticement in risking their neck than the measly gold coin that they can squeeze out of a silver fork.

3-New Items

    A few new items now appear near or in powerful NPCs. These are not mighty or common enough to imbalance the game, but they add some flavor to the also new NPCs.

4- Birthsigns

    Birthsigns have changed. I have kept the original spirit of each constellation but I have modified their effects, and added new ones, to balance them out.

Birthsign effects are:

Apprentice: +130 Magicka, 100% Weakness to Magicka
Atronarch: +200 Magicka, 50% spell absorption, Stunted Magicka
Lord: 90hp heal lesser power, 40% Frost Resistance, 25% Weakness to fire
Lady: +10 Willpower, +10 endurance, 15% Paralysis resistance
Lover: Lover's Kiss spell (unchanged), +10 Personality
Mage: +30 Magicka, Increased Magicka Regeneration (1p)
Ritual: 200hp heal ability, Turn Undead ability, 15% to Disease Resistance
Serpent: Serpent Spell, +10 Willpower
Shadow: 60 seconds Invisibility ability, +10 Agility
Thief: +10 Agility, +10 Speed, +10 Luck
Steed: +20 Speed, increased Fatigue Regeneration (2p)
Tower: Tower Key power, Tower Warden, +15 Poison Resistance
Warrior: +10 Strength, +10 Endurance, increased Fatigue Regeneration (1p)

5- Skills *****(Note: Hand to Hand Damage has changed post 1.23 to 17, from original value of 15)*****

    The skills of Hand to Hand and Sneak have some modifications. Hand to Hand was sorely lacking at release. Its range is very short, its damage can't hold a candle to powerful weapons, its rate of block was half of wielded weapons and the player cannot use gauntlets to add offensive on-hit spell effects as with every other weapon. Now, hand to hand damage max is higher, its rate of block also went up (although still lower than that for weapons), it has a longer reach and its staggering chance while blocking was adjusted upwards. Sneak Attacks now do slightly higher damage at Journeyman and Expert ranks, x7 and x8 respectively. Marksman Sneak attacks in the same ranks are x3.5 (displays just as the normal x3) and x4 respectively. Also, disarming chances of Special Attacks and Blocks are now higher than a poor 5%, which meant that only 1 out of 20 blows would actually disarm an opponent. Now the chances are 15%. The chances to Knockdown and Paralyze with Marksman Special Attacks also went up slightly--from 5% to 8% each, for a total of 16% when mastered.

6- Descriptions

    Descriptions for the notices of Mastery achievement in-game are re-written now to reflect a higher sense of pride and accomplishment, rather than the same old text used in the prior perks' notices. Descriptions of Birthsigns differ so as to include the changes and additions. Finally, changes to the perks of Sneak also appear in the notices brought up when a player reaches a new rank.

7- The speed of arrows and magic *****(Note: Speeds increased more post V 1.2)*****

    Arrow and Magic attacks' speed increases by 20% and 10% respectively. This is done to offset the ease with which one could avoid the ranged attacks of NPCs and monsters by timing sidesteps. (This changes to higher speed from 1.2 onward, check below for specific values)

8- Daedra Lord Quests

    The minimum levels necessary to receive Daedra Lord quests at their shrines is now higher for most of them--anywhere from lvl 15 to lvl 20. This change obeys two reasons. First, it did not make a lot of sense to me that a Daedric Lord would grant a lowly lvl 2 the honor of serving under them with the promise of an item of power. Now, in order to be a worthy champion, you are going to need to know how to skin some beast other than sheep. The second one is related to acquiring a decent level before tackling more dangerous stages of the main quest--a build-up towards a more epic finale.

9- Storage Chests

    Fighter's and Mage's Guilds in the main towns of Cyrodiil now have special Storage Chests to stash the player's growing inventory.



    The following information is a list and commentary on the changes that take place in V. 1.2. A lot of things have changed and I highly recommend that you take some time to read through the next few paragraphs.

NPC Gear/Loot Tables:

    A major change in V. 1.2 is that many NPCs and creatures now carry items appropriate to their level range. It is not the case with these Actors that their items are completely dependent on the level of the Player Character. This change was necessary for two reasons. The first and most important is that this change guarantees the rewarding sense of accomplishment that the player experiences when defeating great odds. Previously, in the original version of Oblivion as well as in many instances of the first release of OOO, the player would not get this kind of satisfaction often, because even if they managed to defeat a powerful foe, its loot tables were adjusted according to the level of the player, thus rewarding less than what the challenge was worth. Now many NPCs carry items suitable to the challenge which they pose. I have not made every single enemy carry those things that begin to appear at their level, however, because that is also rather predictable. The goal was to keep the sense of expectation and uncertainty pretty high, so that surprises can keep you entertained and intrigued. Also, keep your eyes peeled for stashes of long forgotten goodies while you explore wilderness, dungeons, caverns and any other remote location.

New Player Armors and Items:

    Oscuro's Oblivion Overhaul includes fantastic new types of armor that can be found both in NPCs and in merchant's stores. The current new additions are complete sets of Worn Steel, Worn Dwarven and Worn Orcish armor. These were made by Thomas Höchsmann, who around the ES Forums goes by the nickname of Dieterweb. Here's the link to the thread that he opened upon releasing this fine work: Worn Armor Release 

Thank you very much, Thomas! The only modifications that I did to his armors are found in the names (from German to English) and in their stats (they are slightly worse than their brand new counterparts). In the future I hope to keep adding more of his creations and whatever else looks appropriate for the style and atmosphere of Oblivion. There are also, as in the previous version of the Overhaul, several new items in possession of rather powerful new figures in the province of Cyrodiil. These are neither obscenely enhanced items, nor are they weak, but just right for the level of difficulty involved in getting them. Good luck with that!

New Combat Behavior AI:

    Thanks to the great work of Lyrondor, now Oscuro's Oblivion Overhaul has modified combat behavior accross many types of creatures and NPCs. Lyrondor created the very popular Combat Behavior mod for Oblivion. This fine mod is already in its version 2.1 and it is this latest version that is now fully incorporated into OOO. I preserved all the changes that V 2.1 of CB accomplishes, plus I used its functionality to boost the new enemy types that appear in this version of the Overhaul. Thank you very much, Lyrondor! Here is the link to the original thread of Lyrondor's released work:Combat Behavior Release I have included in the zip those readme files that came with Lyrondor's mod, so that if you want very specific information about what this mod does, you can get it straight from the source of its goodness. Preliminarily, I can say that this inclusion will make the challenge and variety of OOO that much richer and engrossing.

New Enemy Types:

    I have created four more classes of enemies for this release of the Overhaul, plus a host of other creatures that, while they do not count as a "class", increase the variety of what you will encounter while adventuring in Cyrodiil. The four new classes of enemies are:


Raiders are heavily armored and prefer to fight with blades, although they will resort to other means whenever they do not have a trusted edge at hand. They are more powerful than Marauders and will crush the inexperienced player. However, they are also better equiped than most lowly Bandits and Marauders, so if you can take them down then you can expect some decent rewards for your efforts! Raiders count among them not just those experienced in melee combat, but also ranged fighters and magic users. Their elite ranks will make short work of you without hesitation--better be prepared for a fight if you venture within a raider stronghold. Their leader is a mighty Nord known as The Arctic Bear.


Amazons are female warriors specialized in nimble and agile combat. They prefer blunt weapons but they are also skilled in archery and swordsmanship. A few among them are fierce priestess, with the power to heal their clan members and bring destruction upon their foes. Amazons do not like to fight encumbered, and rarely if ever wear clothes other than the most simple garments. However, they have a long tradition of adorning their bodies with jewelry, which makes of them an attractive target to those inclined to thievery. Amazons do not share space with men,,, unless they are dead! They will not give those females outside of their clan any quarter either. The priestess of the Amazon clan of Cyrodiil is secretive and not many know what she looks like, or even what her name is.

Guardians of Oblivion: 

Guardians of Oblivion are Conjurers of great skill and power. They specialize in Summoning magic, though they have learned a few tricks beyond what the usual Summoners of Cyrodiil can muster. These enemies are dangerous magic users, even if unarmored and weak to physical attacks, they can conjure very powerful Daedra to aid them in battle, using them as shields while they hurl magic from safe distance. These Conjurers are much more powerful than their lesser brethren. It is rumored that a woman of great skill and presence commands these outcasts from the community of the Mage's Guild.

The Putrid Hand: 

Necromancers of the Putrid Hand are very skilled in the dark arts of magic. Resenting their imposed exile from the Mage's Guild, they have formed their own enclave where to expand their knowledge and power. Since they are officially considered enemies of the ruling Mage class in the Imperial City, they do not take kindly to those that intrude on their new-found lairs. Renowned for his skill in commanding the occult forces of life and death, Master Lien Valeth quickly became the leader of this rising sect of fearsome necromancers. Their now secretive existence has forced them to become acquainted with those schools of magic that would aid them in remaining unseen and unheard.

    Also, now you can find Minotaur Titans, Giant Wolves, Kodiak Bears and perhaps a few other surprising unique creatures roaming the lands of Cyrodiil.

Changes to Frequency and Difficulty of NPCs and Creatures:

    I have done some significant changes in this area of the Overhaul. Now, when adventuring both in the wilderness and indoors, you are bound to find more creatures/NPCs than before. Instead of only finding a single Actor per SpawnPoint in the world, now you may see several. The maximum number of creatures differs among types. Weaker creatures will appear in higher numbers than strong ones. Rarely you will see more than four creatures in a single spot, if ever. Usually between one and three is much more likely. I did not want more Actors than that for two reasons:

1-  Oscuro's Oblivion Overhaul already increases the difficulty of many NPCs, offers a much wider range of enemies and makes armor and weapon upgrades more difficult to find than what was found in the original release of Oblivion. The last thing that the fledgling adventurer needs is a mob of angry enemies in hot pursuit every time that they enter a dungeon or explore the wilderness.

2-  Oblivion is a demanding game in terms of computer-processing power. I did not want to hamper the enjoyment of the game for those that do not have the latest and most shiny hardware. I have tried to keep the maximum number of Actos on-screen within what could be found in the original version of the game. With that said, if you decide to enter a dungeon and run from one end to the other, then it is likely that you will have a throng of pissed off baddies chasing their next meal and, odds are, they will get it.

    The increased difficulty resulting from higher number of creatures and NPCs with which to fight or play sneaky tactics is offset by the now increased chance of gaining better quality items early on. If you are creative, and a bit lucky, you can prepare yourself much better for bigger challenges than what you could reasonably tackle previously. The Overhaul still retains the scale of item rarity found in chests and in some enemies, but the new armors and the chances of finding better items when fighting powerful enemies will, I think, give you the opportunity to continue progressing without becoming stagnant for several levels at a time.

    Also, Guards, Blades and Imperial City Soldiers are now a little bit more powerful than in previous versions.

    More changes in spawn frequency are:

-Minotaurs will not appear nearly as often in roads, they are now more common in the wild.

-Traveling outdoors is now potentially more dangerous. Whereas some creatures are more docile, the chances of finding a stray, powerful and aggressive monster while adventuring in the wilderness are now higher than before. The further from civilization that you go increases proportionally the chances of finding deadly creatures.

    Changes in difficulty relate specifically to the new creatures and NPC types added in this version of OOO. I have changed some of the Actors from what they were in the previous version. Now skeletons will not be as difficult as before, their health pools were still a bit too powerful. Now, you may not notice much difference, but a lot of NPCs are more resilient than before. Vampire's levels of health have increased, as well as those of Dremoras and the rest of aggressive NPCs. Each change was done with careful consideration and I do not expect that you will have a difficult time in defeating enemies. I did not make these changes so that it would take long to harm an enemy, but simply so that they would not fall after a couple of well placed attacks. Also, now with Lyrondor's great work in combat behavior, the variety and cunningness of enemies has increased dramatically.

Changes to Frequency, Stats and Value of Items

- Most leveled lists for loot items remain the same as previously (NPC lists, as I mentioned above, are heavily changed, however). In future versions I will tweak with more detail what kinds of items appear in certain dungeons, according to the difficulty of each place, and not mainly based on the level of the player.

- I have reduced the rate of magical trinkets that appear in the world. Now it is easier to find them on difficult foes than it is to discover them in random lootable points (chests, actors, etc). The reduction is not very large, but it will balance a bit more the increase of higher end goodies that you can find in Actors.

- Now the value of clothing is much higher and appropriate to the quality of the item. Finally it is worth your time to take some fine pieces of clothing back to the merchants in town. This change also makes up for the slightly reduced rate of magical gear found in around the world of Cyrodiil.

- Arrows are now more powerful. This change was necessary to balance the difficulty and cost in using Archery as a viable combat skill in comparison with the effectivity of other methods.

- Flawed gems have had their value slightly reduced. The rest of gem types remain the same as in the previous version (that is, higher than in the original game)

- Gold rewards for completing stages of the Arena are now more lucrative. This change corresponds to the higher difficulty of its stages.

- I removed the ability of making Restore Magicka spells to those players that gained this possibility by having chosen The Mage as their Birthsign.

- Minotaur Titans now drop a powerful form of Minotaur Horns that can be used as an ingredient in Alchemy.

- Giant Wolves and Kodiaks yield more pelts than their lesser kin.

- Merchants now sell the new types of armor and provide better equipment a little sooner than before.

- The elf swordswoman in the first dual fight of the Arena no longer drops a lootable sword.

- As usual, a host of small tweaks here and there to loot lists, mainly to fix errors that I introduced, or that the CS editor created.

Changes to Skills, Birthsigns, Globals and Settings.

    The first and most important change in this area is that version 1.2 of OOO does away with earlier modification to the Global TimeScale. I have reverted the value back to normal. Changing the length of in-game time may create unexpected problems, as well as distort certain graphical features of the game. I decided that it was best to leave the option to the player, instead of forcing it upon them. There are very fine mods out there that can control the length of in-game time, for those who would still like to play around with this feature.

    The skill of Hand to Hand was slightly over-powered in the previous version of the Overhaul. Now I have reduced its maximum damage and its reach. It still retains the full changes to blocking and staggering chances. Hand to Hand is still much more viable than in the original version of Oblivion, but compared to the earlier release of this mod, its enhancements are more conservative.

    I have reduced the rate of Fatigue Regeneration for both the signs of The Warrior and The Steed. I found, as many others did, that it offered a great advantage at early levels, and still managed to be very powerful in later stages of the game. Now I think that it retains its function without unbalancing the equilibrium among birthsigns.

    The respawn time for Actors in the world is now two weeks instead of the three days in the original Oblivion.

    The speed of arrows and magic is now a little higher than before. Arrows in particular needed a boost, not just for "realism" but also for gameplay reasons. The new combat behavior modifications make enemies dodge and take cover much more than before, and the slow speed of the arrows of the earlier version would not have been useful in ranged combat. I did not make arrows or projectiles so that they would be like bullets either. If you prefer a higher speed, I suggest that you look for mods that specifically address this isse. There are plenty of them and should be very compatible with OOO if you make sure that Oblivions loads them after it loads OOO when you launch the game (Whatever loads last overwrites earlier specifications) Look at the end of this readme for indications and links to utilities and mods that can make your experience of Oblivion and Oscuro's Overhaul that much more suited to your liking and enjoyment.

    Although it is your choice, I still would recommend that you give a good try to the full blown version of the OOO, as many of its changes improve the Oblivion experience beyond what the "lite" version accomplishes.


The following information is a list and commentary on the changes that take place in V. 1.23.

Incorporation of Tag's Natural Wildlife Modification

    Now, Oscuro's Oblivion Overhaul incorporates the excellent Mod "Natural Wildlife" V 1.3, created by Tag. This link will direct you to the thread of the ES Forums where Tag announced his release: Natural Wildlife Release Thank you very much Tag!. Natural Wildlife changes the behavior of wild animals to better reflect their real world behavior. Instead of attacking on sight, animals now are much more defensive and shy, although they will attack if pestered or threatened. To re-balance the threat of the wilderness, some new types of creatures now roam Cyrodiil's outdoors. The chances of finding them are not as high as those of encountering the standard list of animals, but when you do, you will most likely be attacked by them.

New Armor Set by Dieterweb

    Dieter continues to support Oscuro's Oblivion Overhaul with his fine work. In this instance, by supplying a full set of Worn Fur armor. You can find this armor being worn by NPCs in the world as well as sold by merchants in different cities. Thank you Dieterweb!

    Also, the previously missing Female Worn Steel Greaves are now available.

Changes to Combat AI Behavior

    Now many of the NPCs enhanced by Lyrondor's Combat Behavior modifications have an added script that will give them a chance to flee in the event of physical damage. The chances of fleeing depend on the type of enemy and on their level. Harder enemies will not flee less often than easier ones, and melee fighters will also withstand more damage before fleeing than ranged combat foes.

Changes to Frequency and Difficulty of NPCs and Creatures:

- Amazons now have their independent classes assigned to their Melee, Range and Magic types.

- Spell lists for the new kinds of NPCs introduced in 1.2 now have changed to better reflect the NPCs nature.

- Several of the new and old faction's bosses are now more resilient and their spells more in tune with the danger that they represent.

- Lord Volmyr has found a more suitable home to continue his exorcism of "Light of Dawn."

- Wilderness will spawn more creatures in place of deers with the introduction of Tag's Natural Wildlife.

- Added several new types of dangerous animals: Starved Wolf, Starved Black Bear, Starved Brown Bear and Mountain Lion Hunter.

- Added two new kinds of Imps, with their specific spells and behaviors: Crazed Imp and Mystical Imp.

- Umbra, The King of Worms, Mankar Camoran and BlackRock Captain are now stronger and more resistant to weapon and magic damage.

- Raised the level of difficulty of Arena stages.

- Several tweaks to many dungeons in order to better balance their gameplay.

Changes to Frequency, Stats and Value of Items

- Daedric weapons and armor is harder now to find post lvl 32 in both NPC/Creatures and Containers. More places of Cyrodiil now hide these powerful items for the daring explorer to find.

- Tweaked the chance of mid range drops from the several factions of NPCs. It is now a little less likely that you will find their best weapons on them. This change is slight.

- Added the new Worn Fur to both NPC lists and Merchant store lists.

- Added the slight chance that high end weapons and armor will appear in Merchant store lists at any level.

- Tweaked the jewelry rate of drops from Amazons higher than what it was previously.

- Included new prices for most common items in the world. Prices reflect the degree sophistication and rarity of their associated item.

- Added new Ingredients and Pelts to Boars, Bears, and the new Imps.

- Reduced almost back to normal the damage of Arrows until I can craft a more balanced solution.

- As usual, a host of minor tweaks and modifications to many leveled lists.

Changes to Skills, Birthsigns, Globals and Settings.

- LITE version works as expected in this release and the problems with 1.2-1.21 are ironed out.

- Bundled a Mod by Bofra that changes the speed at which skills raise. Thanks a lot Bofra!!! This mod comes with several different rates of speed advancement so that you can choose how fast or slow you wish to raise your skills through use. I highly recommend using one of this settings, as the world of Oblivion when playing Oscuro's Oblivion Overhaul will force your skills to raise much faster than in the original due to the increased difficulty and frequency of encounters. Here's the link to Bofra's orginal thread for his release of this slow-leveling mod (compatible with most Player Leveling mods out there): http://www.elderscrolls.com/forums/index.php?act=ST&f=25&t=387984

(Bofra's leveling .esp files show conflicts with OOO .esp files, do not worry about this. They work perfectly together. I will merge them appropriately in the next release of the Overhaul.)

- V. 1.23 reverts the spawntime of the world back to three days. I have included three very small .esps that let you decide on whether you want almost no respawn (365 days) or respawn a week or a month.

- Updated quest information regarding Daedra Lord Quests.

- Descriptions for Birthsigns effects are now updated in the load screens.

- The Max damage of Hand to Hand has gone up slightly in this version (16 -> 17)

- Modified the rate of wear for armors and weapons to 30% of the original Oblivion Settings.

**********  Notes on Compatibility  **********

    Oscuro's Oblivion Overhaul changes many parameters under which the original Oblivion works. For this reason it is possible that many other mods will conflict with its function if you try to use them in conjuction. It is impossible for me to make sure that every single mod is compatible with the Overhaul. The vision that drives this mod requires all the changes that I have designed and implemented. Therefore, I would like to say up-front that if you have problems with compatibility between mods then I suggest that you run a conflict detector program to see exactly which mods are clashing, and then decide whether to use them at the same time or not. I noted the link to TimeSlip's excellent program to this end.

    Second, I cannot modify the Overhaul to make it compatible with other mods, unless the amount of work to do so is minimal. With so many variables at play, any significant change to the structure of this mod would alter its intended goals drastically, and in some circumstances it might just be impossible. Any mod that heavily reworks creature leveled tables and/or item tables will severely conflict with OOO. The extent of the problem varies in each case.

    In order to reduce possible compatibility problems, and to offer a wider range of options for you to customize your experience of Oblivion with the Overhaul, I have included in this zip two files.

    The "lite" version of OOO does away with changes to Birthsigns, arrow/magic speeds, and all other enhancements to H2H Combat blocks/staggers/upgraded damage. It also forsakes the increased damage in Sneak attacks for Sneak and the enhanced paralyze and knockback chances of Marksman's Perks. If you rather not use those features, then the lite version is for you.

**** You only need to use one of the two versions, never both at the same time ****



The LITE version of Oscuro's Oblivion Overhaul changes the following things from the FULL:

1-Reverts Birthsigns back to original Oblivion settings.

2-Reverts enhancements to Hand to Hand back to original Oblivion settings.

everts enhancements to chance of disarming, staggering, paralyzing and knocking down with the Marksman and weapon Perks back to original settings.

4-Reverts the speed of arrows and magic back to original Oblivion settings.

5-Reverts changes to description of Mastery Ranks back to original Oblivion settings.

6-Reverts the option of spellmaking with the effect Restore Magicka back to original     Oblivion settings.

7-Reverts the description of Birthsigns in loading screens back to original Oblivion settings.

8-Reverts the rate of wear for armor and weapons back to original Oblivion settings.

9-Reverts the damage of Arrows back to original Oblivion settings.

10-Reverts level requierements for Daedra Lord quests back to original Oblivion settings.

*******  Notes on Files on Zip and Installation  ********

    There are two main .esp files. The "full blown" Overhaul and the "lite" version. You only need to use one of them. Do not enable both at the same time in the Oblivion launch utility.

    Unzip Oscuro_Oblivion_Overhaul_V_1.23.zip and extract the file FULL_Oscuro's_Oblivion_Overhaul_V_1.23.esp and the file LITE_Oscuro's_Oblivion_Overhaul_V_1.23.esp into the "Data" folder that can be found inside the main Elder Scrolls IV: Oblivion Folder.

(Example: C:/Program Files/Bethesda/Elder Scrolls IV: Oblivion/Data/)

    Now do the same with the rest of the files in the zip. Extract them to your Oblivion's "Data" folder. It is very important that you enable the "use folder names" option when you unzip these. By doing so, your program will unzip them into the Data folder but will create two new folders within it: "Textures" and "Meshes" These folders also have a specific directory structure inside of them, so it is best if you can let your unzipping program of choice do the work for you. Check the accompanying readme on Content Installation for more details of this process.

    There are also smaller .esp files bundled the use of which is optional. In V. 1.23 I have bundled Bofra's slow leveling mods and my own Respawn mods. (Disregard conflicts with Bofra's slow leveling .esps, they work perfectly together. I will merge them appropriately for next release)

    Once FULL_Oscuro's_Oblivion_Overhaul_V1_23.esp and LITE_Oscuro's_Oblivion_Overhaul_V_1.23.esp are copied inside the "Data" folder, and the rest of the files are in their appropriate folders within "Data", enable either the FULL or LITE version of Oscuro's Oblivion Overhaul V.1.23 in Oblivion's Game Launcher utility under the "Data Files" tab. At this point you may also select the use of any of the bundled optional .esp files. Close the "Data Files" tab, and launch your Oblivion game. Enjoy!!!

*****  Note to Previous Users of Oscuro's Oblivion Overhaul  *****

    It is important that you do not unzip the same content files again over the files that you already unzipped in previous versions. Every release will include a separate readme specifying which files are new, and therefore need to be unzipped during the upgrade, and which ones remain the same as in previous versions, and therefore they must not be unzipped again into your Oblivion/Data folder.

    However, this release's content is a special case and you should delete your previous content folders unless you are a user of V. 1.21Fix. Read the accompanying Content Installation readme for more information.

******* IMPORTANT ******* A Word Of Caution:

    Because of increased difficulty, it is wise to use a permanent save slot before you embark upon further stages of the main quest, lest you find yourself unable to return from of the plane of Oblivion.

    The amount and nature of these changes mean that not all of them are compatible with existing savegames.

    Specifically, the changes to the Level Data of NPCs do not take hold if using a savegame that is not OOO-compatible. This means that if your old savegame was made when playing the stock, original oblivion, and you plan to use OOO with it, the changes that OOO specifies for NPC level data will not take hold--NPCs will continue to level with you infinitely, will continue to start their scaling range at level 1, etc.


******* If a new game is not started after installing the mod, for the first time, then crucial changes pertaining the level data of NPCs will not take effect.********

    It is highly recommended that you begin a new game if it is the first time that you run Oscuro's Oblivion Overhaul. However, I planned version 1.2 to be the last in which I modify the level data of existing NPCs, therefore it is safe to assume that you will not need to restart with a new character in subsequent updates of this mod if you have already installed and played V 1.2 and above. (Such as this one, being V. 1.23)



    Feel free to modify this mod as you see fit for your personal use, although if you want to release it to the public then make sure, please, to contact me about the nature of the changes to the mod. Also, if modified for a public release, state in the accompanying information that you used Oscuro's Oblivion Overhaul as a base, in order to preserve compatibility among mods.

Alright, you are ready to enjoy your now enhanced Oblivion experience! I hope you enjoy it as much as I do.




Special Thanks:

Thanks to my crew around my usual prowling grounds for putting up with me after days of lacking sleep and sociability.

Thanks to Bethesda for a great series of RPG games!

Lyrondor, Thomas, Tag and Bofra for their great work. Thank you so much for letting me use it in Oscuro's Oblivion Overhaul!. I am proud of our collaboration.

I would also like to thank the folks over TES Forums who have given me so much support, criticisms, help and all around good ol' fashioned internet-community comradery!
This mod would not be what it is without all of your attention and encouragement. Thanks!

Also thanks to Dev_Akm, ZuesToo, 5sharp, Switchblade, Jorlen, Toga, Julianross, Pepex82, Eikona, Luminair, Kallen, Brogarn, Lord Lionmane, Toadrush, Daeger, Shockwave, Vanen22, Regalo, Monica21, Baphomet, Fyrstig, Bilas, Olythebest, NeVeRLiFt, MarkyX, Karniest, Xaurus, Ubik, Vorthian, NorrabMaster, SpearThrower, Endarire, Severian, Puce Moose, Bo Straightarrow and so many others, please forgive that I missed your names but as soon as I can go again through the many threads of comments about OOO I will give you proper thanks!

**************  Version History  ***************

V. 1.23:

- Amazons now have their independent classes
- Introduced new Spell lists for the new kinds of NPCs
- New and old faction's bosses are now more resilient
- Lord Volmyr has found a more suitable home to continue his exorcism of "Light of Dawn."
- Raised the level of difficulty of Arena stages.
- Changed drop rates for several kinds of items (Daedric specially)
- Reduced the damage to arrows until I can craft a more balanced solution.
- Added chance of high end gear in Merchant's stores
- Added new animals and Imps
- Added the new Worn Fur to both NPC lists and Merchant store lists.
- Tweaked the jewelry rate of drops from Amazons
- Included new prices for most common items in the world
- Added new Ingredients and Pelts to Boars, Bears, and the new Imps.
- Completely fixed all problems with the LITE version.
- Bundled Bofra's slower leveling mod pack
- Reverted the spawntime of the world back to three days. Included TimeScale .esps
- Descriptions for Birthsigns effects are now updated in the load screens.
- The Max damage of Hand to Hand has gone up slightly in this version (16 -> 17)
- Modified the rate of wear for armors and weapons to 30% of the original Oblivion Settings.
- Updated quest information regarding Daedra Lord Quests.
- Updated the LITE version with these changes:

    1-Reverts the description of Birthsigns in loading screens back to original Oblivion settings.
    2-Reverts the rate of wear for armor and weapons back to original Oblivion settings.
    3-Reverts the damage of Arrows back to original Oblivion settings.
    4-Reverts level requierements for Daedra Lord quests back to original Oblivion settings.

V. 1.21:

 - Fixed the non fuctioning Birthsigns in the LITE version of the mod released from 1.2 onwards. (Apprentice and Mage specifically)
- Fixed the slaughterfish spawns running wild out of the water and prowling over dry land.
- Fixed an oversight in some loot tables for Daedric items post lvl 34. Now the armor/weapons of those tables will drop less frequently, as was intended.
- This version is compatible with savegames of version V 1.2.

V. 1.2:

- Added specific loot according to many NPCs and Creatures' levels of difficulty.
- Merged Lyrondor's Combat Behavior Mod with the Overhaul and added its functionality to the new classes of enemies.
- Added Dieterweb's Worn Armor versions of Steel, Dwarven and Orcish.
- Added four new types of enemies: Amazons, Guardians of Oblivion, Putrid Hand Necromancers and Raiders.
- Changed spawn points to add more enemies per spawn, rate varies from enemy to enemy class, usually 1-4.
- Wilderness now has dangerous creatures at a much earlier level than before.
-New Wilderness creatures: BearGiant Wolf, Kodiak, Minotaur Titan, Prowler Wolves and Ravenous Ogres.
- Minotaurs do not frequent roads as much, they roam the wilderness now.
- Guards are a bit more powerful than in prior version. Blades and Imperial guards are significantly stronger than before.
- Lowered price of flawed gems, raised price of clothing.
- Merchants now sell the new armor types.
- Players can no longer make Restore Magicka spells.
- New Minotaur Horn ingredient appears in Minotaur Titans.
- Kodiak bears and Giant Wolves yield more pelts than their lesser kin.
- Respawn of the world actors/objects increases from three days to two weeks.
- Arena Gold Rewards are more lucrative.
- Reduced the rate of magical items appearing in containers.
- Slightly increased the damage of arrows.
- Global TimeScale no longer is set to 15 (double length of day/night-time)
- Hand to Hand now does less damage than in 1.01
- Speed of Magic and of arrows is now faster than 1.01. About a 30% faster for magicka and 20% for arrows from the original Oblivion settings.
- Reduced the rate of Fatigue Regen for Signs of Steed and Warrior.
- Added LITE version of Oscuro's Oblivion Overhaul, which:
1-Reverts Birthsigns back to original Oblivion settings.
2-Reverts enhancements to Hand to Hand back to original Oblivion settings.
3-Reverts enhancements to chance of disarming, staggering, paralyzing and knocking down with the Marksman and weapon Perks back to original settings.
4-Reverts the speed of arrows and magicback to original Oblivion settings .
5-Reverts changes to description of Mastery Ranks back to original Oblivion settings.
6-Reverts the option of spellmaking with the effect Restore Magicka back to original Oblivion settings.

Essential Goodies:

Go here to get Mod Conflict Detector, a very fine and useful utility to spot conflicts amongst mods.

For a program that specifies the order in which Oblivion loads Mod files upon launch, check this very nice program: Oblivion Mod Manager

I would highly recommend that you download:

    The following is a list of mods that offer a wide variety of tweaks to customize your Oblivion experience. Most of these present no conflicts with Oscuro's Oblivion Overhaul, and when they do, these are minimal and will not cause any tangible problems. I have not been able to put an exhaustive list, because the amount of excellent mods out there is already very large, and growing by the day. I have included a link to a compilation of mods that Endarire kindly listed for us. Here you will find many fine mods with which to tailor Oblivion to your liking:

    ES IV: Oblivion Mods Listings

Mods Tailored to Oscuro's Oblivion Overhaul:

    Unofficial Overhaul Expansion V. 1.0

Player Leveling Mods:

    AF Leveling Mod

    Kobu's Advancement System

Player Class Mods:

    CRB Mod

Weapon Mods:

    Kal's Weapon Mod

    300 Weapons


attack and hide easier v2.0.esp




935-Darker Dungeons-TESSource.esp








No psychic guards v1.2.esp




Oblivion Cats v0.2b.esp



Stormier storms.esp

Visually Enchanted 2.1.esp

Alternatives to Oscuro's Oblivion Overhaul:

The following list names a few popular mods that offer approaches to scaling of enemies, items, spawn tables, and Cell modifications, of very good quality. These mods are mostly incompatible with Oscuro's Oblivion Overhaul, because they change a lot of the same things that I set out to modify. However, if your approach to gameplay is not satisfied with my work, then perhaps you will find what you seek in any of these great alternatives:

    Adventurers (An excellent Gameplay mod by Adam2)

    Adrenaline Oblivion (Try this with OOO for enemy spawning frenzy! Lots of fun, although some conflicts between the two mods are inevitable at this point--nothing that will break your savegames)

    Sagerbliv's (This is also a very fine mod that stresses modularity and works in cooperation with the mod below "G-Loot" to round up its changes to creatures/NPCs)

    G_'s Loot (Very nice work here that offers both scaled and unscaled versions of item drop tables)

    Random Oblivion (Randomizes the types of encounters that are possible to a greater degree than the rest of gameplay mods)

    PFM's Unofficial Rarity Mod (Another great mod that affects both creatures and items, with a stronger emphasis on the latter.)

Enjoy your customization of ES IV: Oblivion!!!