A downloadable mod for Windows

No One Lives Forever 2 Modernizer - Beta 2
The goal of NOLF 2 Modernizer is to help fix some long standing bugs, and update some more outdated features of the game.

The beta releases are meant to get this mod out the door sooner! However there's sure to be bugs, and probably bugs in the base game that I didn't catch. Before commenting about a crash, please check the known issues section for more information!

You'll need to install VC++2019 Redist before playing, if you have Windows 10 you should be good, but just in case you can check here:

Install Instructions:
 - Extract all files to your NOLF 2 directory
 - Run NOLF2.exe
 - Select "Custom"
 - Make sure "Modernizer" is the only item checked
 - Run the game and enjoy!

 - Widescreen support
 - Re-implemented several graphic effects including anti-aliasing
 - Rewrote the entire input system
 - Marginally better controller support
 - Jukebox to play some of your favourite in-game tunes
 - Several original game crashes have been fixed
 - Game updates are automatically checked in the Multiplayer Menu

Beta 2 Fixes:
 - Added a hopefully functional dedicated server
 - Fixed the server browser not displaying servers (You had one job!!)
 - Fixed scopes and most other overlays
 - Fixed view models being slightly stretched
 - Found and replanted the missing foilage
 - Lots of HUD stretching/position fixes
 - Added some experimental options

Known Issues:
    The following might not be fixable:
     - Anti-aliasing causes a ~1 pixel offset at the edges of 2d elements
     - Jukebox Singles take a full second to load
     - Due to how the input system was re-written, all controls are now saved in controls.cfg. This doesn't work with the base game so it's not compatiable with any other mods!

    The following can be fixed in a future patch:
     - Cate's missing from the main menu, we don't know where she went!
     - Jukebox can occasionally crash while switching songs
     - Jukebox songs are sorted in alphabetical order
     - Some Jukebox Singles have duplicate songs
     - Controller support is only supported during gameplay, it doesn't work on menus
     - Switching to a lower resolution from a fullscreen windowed mode can make the window get stuck in borderless mode
     - Almost certainly there's a multiplayer browser crash in there somewhere!
     - Music can sometimes be a little jumpy (I've been told the base game had this issue too, but I'm looking into it!)

Misc Notes:
 - Controller support is pretty bare bones, this will be touched up in a future patch
 - Controller support is not entirely "supported" during the beta releases
 - Most of the controller is rebindable except for the rotation/view axis (Right Stick), you'll have to do that manually in controls.cfg!

Controller Code Labels:
Below is a list of controller codes and what they are on the controller.
this is based off of the basic Xbox 360/One controller. However a PS4 or other controller should work fine!

##1 = A
##2 = B
##3 = X
##4 = Y
##5 = Back
##6 = Guide
##7 = Start
##8 = Left Stick
##9 = Right Stick
##10 = Left Shoulder
##11 = Right Shoulder
##12 = DPad Up
##13 = DPad Down
##14 = DPad Left
##15 = DPad Right
##16 = Left Axis X
##17 = Left Axis Y
##18 = Right Axis X
##19 = Right Axis Y
##20 = Left Trigger
##21 = Right Trigger

Custom Controller Mappings:
The new input system was written to take advantage of SDL2's game controller api. This enables non-xinput devices to work as if they were xinput devices. If your controller won't work you could try community bindings located [here](https://github.com/gabomdq/SDL_GameControllerDB/).
Simply drop the `gamecontrollerdb.txt` file into your NOLF 2 game folder and Modernizer will attempt to load it on start-up.

Dedicated Server Information:
The dedicated server will automatically load up modernizer. If you'd like to include additional .rez files you can add them with the `-rez <rez>` argument.

Server Hosting Information:
You'll need to open the port you're hosting your server on AND the port immediately above it.
Example: If you're hosting on port 27888, you'll also need to open 27889.
Special Thanks:
 - My Partner - For putting up with quite a few late nights
 - Nathan Grigg & Monolith Mark - For getting me some wonderful song title suggestions
 - SPAWN - For his immense help with testing & organizing the multiplayer community (Check out his site https://www.spawnsite.net)
 - Everyone at LithFAQ - Because they're all such a helpful bunch
 - <Space Intentionally Left Blank> - To whoever actually brings NOLF back from legal hell
 - And You - For enjoying such a fantastic forgotten gem

StatusIn development
CategoryGame mod
Rated 5.0 out of 5 stars
(3 total ratings)
Tagsmodernizer, nolf, nolf2, patch


Modernizer2 Beta 2C (Latest Version) 3 MB
Modernizer2 Beta 1 (Old) 2 MB

Install instructions

Backup your existing NOLF 2 installation!! You'll have to restore the original install if you want to play without this mod enabled. 

Once that's out of the way...

 - Extract all files to your NOLF 2 directory
 - Run NOLF2.exe
 - Select "Custom"
 - Make sure "Modernizer" is the only item checked
 - Run the game and enjoy!

Development log


Log in with itch.io to leave a comment.

(1 edit)

I wish both modernizers get some update... I'm having a bug in the chapter 3 in the beginning of the game when cate stop moving if i hold shift or toggle with caps... She just dont walk anymore... Making stealth really problematic.

I solve that by launching the game without Modernizer and putting the mod again. 

Thank you. This is great. Is there something similar available for Contract JACK?

I know this is old, but how do you edit the controls using the controls.cfg file? I don't understand how all of the numbers correlate to the key inputs, and my bindings keep resetting when I relaunch the game. 

Run the game as Administrator and use the original version of the game.

I've been playing through NOLF2 with this mod, and I've hit a point in the campaign where I'm stuck -- in mission 12, if I fire an electric dart at a robot, the game crashes.  Sadly, debug.log isn't too helpful:


Loading world: Worlds\RetailSinglePlayer\c12s02

Loaded world: Worlds\RetailSinglePlayer\c12s02 in 0.08 seconds

FilterTriggerMsgs =


CServerMissionMgr::StartGame() setting difficulty to 0

DoRunWorld completed in 0.06 seconds

Got ID packet (0)



Recreating 2 shadow textures

!! CRASH DETECTED !! Dumping console log to debug.log!

Writing to Debug.log...


The error message I get:

"SE  at address 0x7A529FFA inside [userdir]\AppData\Local\temp\csh8AED.tmp loaded at base address 0x7A90000.  Please check debug.log for more information!"

(2 edits)

Random Bug , same as the Crashs before , is very Random.

Just some Objects are Missing , i think the Original Games , was never Crashed without Reason.

really need help here, NOLF2 has issues when underwater/fire/phos/glue, the screen goes all black making it unplayable and very annoying in multiplayer

When I press ESC during underwater, I can see whats under, but when I go out and in again I get blackscreen.

hardware is x64, intel hd graphics + geforce rtx 3070

I think its something related to intel because NOLF1 runs just fine and has the fix in menus, but theres no option in NOLF2 modernizer

This is pretty cool! Do you know why she moves so slow with the modernizer mod? Can I launch the game directly without having to use the launcher every time, a command in a shortcut or something? Thanks!

Cate's running speed is too slow. The "Caps Lock" key does not help.


      run Modernizer2_2c_GUI.exe in "Restore default .." mode, then restart Modernizer2_2c_GUI.exe and select your language.
      Launch the game and configure Options

      In the future, do not go into the settings after the start of the mission

Modernizer2_2c_GUI_v2_1.7z (49.31Mb)


OK, so this is a bug. What about launching the game directly from a shortcut, any way to do it?


(1 edit)

You probably run with more than 60fps, this can make cate move real slow (especially when crouching). You can limit fps ingame by going into Options -> Experimental Settings and set 'Unlock Framerate' to 'No'

Make sure that both Nolf2.exe and Lithtech.exe runs with administrator privileges, settings will not be saved otherwise.


To run the game without the launcher, pass all needed arguments directly to lithtech.exe:

lithtech.exe -windowtitle "No One Lives Forever 2" -rez Custom\Resources\Nolf2_custom_jan_19.REZ -rez GAME.rez -rez GAME2.rez -rez GAMEdll.rez -rez Sound.rez -rez GAMEl.rez -rez custom -rez GAMEp.rez -rez GAMEp2.rez -rez MapPack001.rez -rez MapPack002.rez -rez Update_v1x3.rez  -rez Custom\Mods\Modernizer\Modernizer.REZ

You can also add settings to this string such as:

+DisableMusic 1

You'll find the full string stored by the launcher in launchcmds.txt

Perfect! Thanks a lot for the above, everything is working and I can launch the game directly too!

(1 edit)

Thank you very much! Installed the game, then the 1.3 patch and the Modernizer. Works like a charm! But I am not getting in-game music. Am I missing something?

(2 edits)

After many reinstalls, tinkering and randomness... Music is working for me... Sometimes. I guess it's something.

UPDATE 2: It was on my sound card, using another one did the trick.

But I'd like to report a bug: I am able to set the game at 4K/2160p once in-game, but game won't start next time I run it. I am forced to set any other resolution within the launcher and then go 2160p once the game is running. I tried 4320p out of curiosity, and game just crashes when I select it.

Another bug: Whenever you are reading a document, intelligence, or consulting a map, the game stops grabbing the mouse cursor. If happens to be on my 2nd display and I click, the game minimizes.

(2 edits)

Good job, this works fine.

But...How to install this and yet keep original localization?

Cause the problem is, I have an official czech localized version (already patched to v.1.3). I can't find a way how to switch language back to czech.

I don't care about menus, but all ingame/cutscene texts switched to english too.

(5 edits)

Multilingual (English, German, French, Italian, Polish, Russian, Spanish, Czech) version of the Modernizer2_2c for Nolf2, you can download it here: Modernizer2_2c_GUI_v2_1.7z (50Mb)


(1 edit)

Just one problem. It's Kate's hair. I thought that's a graphics driver problem. I tried few different driver version and settings, but nothing really  helped.

(2 edits)

There is a distortion of graphics in the game ... Try to fix it like this:  Press the Win key on the keyboard (the "flag" at the bottom left), the game will be compressed into an icon. Now click on this icon, the game will recover with the corrected graphics.

If this is a permanent error, then post your question here: https://nolfgirl.net/Unityhq/forums/forum/12-nolf2/
First, install the official American version of the game, for example, at this magnet link:

Does anyone know how to disable the crosshair and/or HUD? Also I'd love the no respawning enemies mod to be included in this.


Can you tell me when i have the Modernizer patch installed,i can't redefine some of the keys to use the mouse side buttons?.

I could redefine the mouse side buttons without the patch,so i can't understand why i'm not allowed to when using the Modernizer patch.

Is there something i am missing that is obvious?.

Thanks in advance.


When I start NOLF2.exe I see no option to select Custom anywhere, just the box with Play, Display, Options, Uninstall and Quit buttons.  When I press play I get an Invalid shell DLL cshell.dll message box?

1.Install Microsoft Visual C ++ 2019 Redistributable Package.

2.In the Compatibility Properties of the Nolf2 shortcut, specify the launch from the Administrator.

Thanks for your reply.  After installing the latest exe. patch, I saw the Custom button.

(1 edit)

Nolf2 Modernizer2 Beta 2c  Multilingual

Changes: Added GUI and subtitles: English, German, French, Italian, Polish(2), Russian(2), Spanish
Added translation of textures (posters, signs, names, etc.) for Russian (SoftClub), French and German versions.
For the German version, all options are enabled (blood enable) and the missing sound files for character voice acting have been added.
Added all missions(20) and all characters(35) to the Co-op.
Added files and instructions for fixing the "Catastrophic failure" error on Windows 10

Really good job guys! Thanks HeyThereCoffeee and Jorrik for bugfixing and optimizing this game!

The latest beta version is working fine here, but there's one issue that I found: Cate's running speed is so slow, I can't barely hide from an enemy when I walk in front of him. When I press the "walk button" (left shift or caps lock) is even slower. Any idea how to fix this?

don't enter the settings after you start the game, i had the same problem.

(3 edits)

Modernizer2 (all versions) runs on Windows 10 Enterprise LTSC (1809). Mouse pointer works well, display FPS = 60 …
Modernizer2 (all versions) does not work correctly after starting the dedicated server. Now the mouse pointer jerks, display FPS = 20 ... 800
Shutting down the server, Restoring the game parameters, reinstalling the Modernizer2, Restarting does not help. Only reinstalling NOLF2.
Reason: autoexec.cfg got corrupted in the game folder.
Solution: save the original autoexec.cfg file before installing the Modernizer2.
If the Modernizer2 does not work correctly, copy your original autoexec.cfg to the game folder.
Tested on NOLF2 Official (USA) and NOLF2 Revival

(2 edits)

Does this fix the game-breaking timing bug in the mission "the getaway", where Pierre will move way too slowly, making progress impossible? It's a problem with modern GPUs. 

I started playing the game about a week ago but I'm forever stuck at that stage.

(6 edits)

MODERNIZER 2 beta 1 + Multilingual GUI English, French, German, Italian, Polish, Russian, Spanish GUI and subtitles.
Download here: Modernizer2_GUI_2.zip (44Mb)
If Modernizer2 does not work well, start it and select "Restore default game settings and remove Modernizer2 mod", then restart and select the interface language you need.
Dedicated server and internet play is not supported in this Modernizer 2 beta1.

Hi! Could you release your GUI for Beta 2? Thanks!

Hello, I get the 'Missing shell DLL cshell.dll' error whenever I try to start your mod. Any chance on knowing what's that about?

Much appreciated

Install VC++2019 Redist https://support.microsoft.com/en-us/topic/the-latest-supported-visual-c-download...

Tried that already, didn't help.

A bit more info: I'm using the revival version of the game. In the custom menu if I select 'livesforever plus', it works fine.  But when I select the modernizer I get the error.

This is on Win10 btw..

(3 edits)

You can install the official version of NOLF2. First, uninstall NOLF2 Revival:  run the Setup.exe file in the game folder (this removes the game from the Registry), then delete the game folder. Then download Original English Nolf2(ISO file)) + all official patches(folder)  (1,5Gb).  The ISO image contains only the official files of the American version. Download:
or FR
Install and run Nolf2 from the Administrator. If you have problems installing and uninstalling the game, read here https://nolfgirl.net/Unityhq/forums/topic/3620-13-patch-error/

It works with the official version, thank you so much :D

(4 edits)

Aha ... I started a Dedicated Server for CO-OP + Modernizer2 Beta 2c  on my Windows7x64. To do this,  copy the "Game" folder from this Archive to the folder with the NOLF2 game
https://www.upload.ee/files/12795621/Game.zip.html (3Mb)

(4 edits) (+2)

Thank you! Maybe this mod has no problem on Windows 10, but I found these bugs on my Windows 7SP1:
- If the mod is installed, then it is impossible to return to the classic version 1.3
- Dedicated server Cooperative is starting, but I cannot connect to it(LAN,  Internet), error "You have been banned from this server"
- Dedicated servers DM, TDM, DD do not start( LAN,  Internet), only non-Dedicated servers works.
- Classic version 1.3 servers are not visible in the multiplayer menu (JOIN GAME)
- The multiplayer mod is outdated, there are only 4 characters of the same type.  Better to use the more modern LivesForeverCoop mod, 35 characters can be used here... however, the "LivesForeverCoop" mod is for co-op and there may be problems for DM, TDM and DD

(3 edits)

Unfortunately, the "Nolf2" version 1.3 and "Contract JACK" version 1.1 servers contain a very dangerous "format string vulnerability", which is why the server can crash on Windows. This bug is not fixed in the "Modernizer"  :(

(2 edits) (+1)

Happy holidays folks! New version is out, and this fixes a few things including better support for U L T R A - W I D E resolutions. (I can't promise it being perfect, but hope it's better now!)

Here's the notes:

Beta 2 Fixes:
 - Added a hopefully functional dedicated server
 - Fixed the server browser not displaying servers (You had one job!!)
 - Fixed scopes and most other overlays
 - Fixed view models being slightly stretched
 - Found and replanted the missing foilage
 - Lots of HUD stretching/position fixes
 - Added some experimental options

There is a known issue with the white screen on startup, but alt-tabbing in and out should clear that up. Still haven't figured that one out!

If you're looking for a multiplayer community, check out Spawn's little community at https://www.spawnsite.net/ for information on his community map pack and discord server!

I just found these patches for the games and I wanted to say thank you for your work. These games are classics that deserve the love and attention, it's a shame what happened with Nightdive Studios trying to re-release them. They haven't given up yet so there is still hope, but until then we have your wonderful patches. Again, thank you so much.

I do have one question if you happen to see this as I haven't started NOLF2 yet. IIRC, there is a bug in the tricycle chase scene when playing on modern systems (and/or Windows 10). Pierre moved far too slow, you end up jetting past him, which causes a softlock making it impossible to continue. Does the patch happen to fix this?

(1 edit) (+1)


Aha ... The "black screen" error occurs when launching the mod if the screen resolution is set to 1280x720 or 1024x768 or less in the System.

If the screen resolution is set to 1280x768 or 1600x900 or 1920x1080 in the System, then there is no error.
It doesn't matter what resolution you set in the Game Menu.


In the "Display" mod settings, the "default" field of view is FOV = 75.
This is a low value.
The official game has a default FOV = 95

(3 edits) (+1)

The Russian version of "No One Lives Forever 2” “Modernizer2 - Beta 1" with Cyrillic font + Russian textures (27.47 Mb)  you can download from this link:


No problem to make a German or French version of this Mod

Sounds great! (How) can i support you making a german version?

(1 edit)

 I installed this mod and had a black screen on Windows 7x64 SP1 Pro, and Windows 10 LTSE 1809  (NVIDIA GeForce GTX 560 Ti) ... The problem can be temporarily resolved by pressing "Win" on the keyboard and then restoring the game.

I finished the game, Mod works great!

I am running at 2560x1440.

Known bugs says:
Some cutscenes (with 4:3 mode disabled) contain overlays that don't have black bars.

But I see black bars on top of text

Minor thing: The stealth icon is stretched

I also tried starting up with everything being solid white until I had tabbed out and back in, but it might have been some command line settings as it seems to have gone away after I removed those.

Otherwise a very good job done. It runs a lot smoother than with the widescreen patch from wsgf/moddb

This is absolutely amazing and fixed NOLF 2 right up for me. Finally I can play the game again as it was intended to be played. You even managed to get the subtitles working correctly in widescreen. <3


Hello, I just wanted to leave a huge thank you for your amazing job! I thought I would never play NoLF2 without major compromises again, and yo made that possible! The mouse behaves properly, high resolution doesn't distort anything, I can play with music without slow downs when enemies see Cate, even the chase level now works as it should!

This game is so special and I felt part of it was missing due to all the technical problems with modern hardware. And you have gave us that part back!

Thank you very much. 

(1 edit)

Thank you SO much for your work on this HeyThereCoffeee. I appreciate the work you've done for NOLF 1 and now NOLF 2. I hope you may consider Contract J.A.C.K. in the future as well! I am looking forward to the dedicated server in a future release. It is great to see the multiplayer menus and MOTD working again :) There are some great mods out there that have worked to get multiplayer working again, but what we really need is what you're doing - an all in one fix to support 2020 resolutions and operating systems, along with fixing the random crashes and multiplayer functionality. Will be waiting for more of your work!

(3 edits)

Ya good job, HeyThereCoffeee. Crim, how do we get on to play multiplayer colafactory, now? I 4get--been a while...I rem we used to join via lan and tweak it. I keep getting that ws error when searching internet servers. Is it this info from 2016? https://community.pcgamingwiki.com/files/file/701-no-one-lives-forever-2-multipl...

Well the dedicated server doesn't appear to be ready yet for this mod, but excited to see how it progresses. For now, I think the listen server (i.e. host is in-game) should work over Internet now as long as ports forwarded/firewall unblocked.  May preclude being able to alter runspeed/respawn scale (although it has a console now with the tidle ~ key, have to experiment with that)!

(1 edit)

Yeah listen servers should work. There's no port punch through, so like you said criminalcola (good name btw), otterr (and others) have to open the ports!

I need to do some further work to stabilize things a bit. I had to re-write the entire server browser back-end (and adjust my basic gamespy emulator) for NOLF 2 (For nolf1 I was able to just hex edit the server address, there were a lot more dependencies in NOLF 2 that made that impossible.)

If you're interested in multiplayer make sure to check out https://www.spawnsite.net and their discord. They host weekly multiplayer matches on weekends. (For NOLF1, probably NOLF2 as well if you ask!)

you mean the port, where it says 27888 or whatever? I rem doing something like that b 4, right Crim?

yeah it would be one of the default ports to unblock/forward in the router or gateway! :D

I wish there's any way to play the game with our save. To max out the Cate's upgrades and stuff... Start from zero always annoyed me on this game. Especially when we can do that on the first one.


There is a work around which is to use cheats to give Cate skill points, so you can just rebuild your save from scratch. Not ideal, but it can get the job done. 

Great work!

Found a visual bug with using scopes when playing at 21:9

Related minor bug, scope magnification increases with higher aspect ratios (16:9 screenshot for reference)

Thanks for the report. There's probably a few other things that are broken on 21:9, but I'll be sure to look into them for the next update! 

If you spot anymore oddities feel free to post them here! (I have to emulate this resolution in order to test it, so it wasn't exactly extensive.)


Had a lot of trouble running NOLF2, especially the mouse input, it was so broken, with this it runs perfectly.

No problems so far, hope you keep working on this and keeping this forgotten series alive. Thank you for your work.

How I hope Nightdive or someone else manages to re-release the games digitally.

Woah, It's out! Wild!

About a year ago I released the first version of NOLF 1 Modernizer, and soon after started work on NOLF 2 Modernizer! While it did take a while (this year has been wild after all!) it's finally here. 

This release is slightly less polished than I expected, but I could easily spend the next few months fixing things up. So in the end I decided to ship out a beta build. It will probably crash in unexpected ways, and it miiiight only work for the English version of the game. But, at least you folks can start poking away at an amazing game!

Feel free to post any issues you discover, I did create a known issues section covering some things I haven't fully fixed up, but I'm sure there's more. 😎


Thanks for your patch!

Nolf2 has several fatal bugs:
1. Error "MFC Application error"
2. Distortion of graphics and "brakes" on some missions, for example "Siberia"
3. The game freezes on some episodes, for example, with a mime on a bike.
Does your patch solve any of these problems?

I haven't encountered any of those issues. With regards to the mime on a bike mission, there was a problem with framerates higher than 60, this mod caps it to 60, so you'll be able to progress that section.

I haven't seen any distortion of graphics, aside from part of Antarctica that I couldn't replicate after the fact. 

The MFC application error is just a generic crash, so it's hard to track down. If you encounter it feel free to upload your debug.log, and specify what happened and I can try to take a look! 


Hi I know the answer here is simple prob but I cannot see the Custom Folder when I start the game so I cannot state the path with Modernizer Rez. 

This means I get that Invalid Shell Dll box. 

BTW do I need the 1.3 patch as well as the Modernizer?

Thanks to all!!