This mod will start were the original Half Life2 episode 2 ended, with the death of Alyx her father. She became sick by the loss and layes in bed. Magnusson needs Gordon to look for Kleiner, because he has disapeared. The last time he did see Kleiner was when he spoke about going to the Borealis to blow the ship and everything inside up. Gordon needs to travel by airplane to the North pole and find Kleiner, and save the ship. Will you be on time? And will you find out what the secret cargo is that is inside the ship?

RSS Reviews  (0 - 10 of 145)

Why this mod is good:
1. Huge amount of content to play. BUT people reviewed it perfectly : quantity over quality. If you would focused more on beautiful level design instead of putting huge empty rooms it would be much more interesting to play.
2. Nice looking light effects and lens flares.
3. Some cool new models.

Now a long list of why this mod was bad:

1. Terrible sound design I mean TERRIBLE, completely out of place. Music sounds like you play some action movie or watch Jurrasic Park instead of Half Life, even cinematic mod had better song pieces. Music is good BUT NOT FOR HALF LIFE. I don't want to even mention ear raping gunshots. DO NOT PLAY THIS MOD IN HEADPHONES, YOUR POOR EARS WILL BE SEVERELY RAPED. As of music it should have consist of a mix of techno and horror themes. That is what made Half Life so special. Either author have never played any Half Life game before or he had terrible sound designer.

2. As mentioned above because of this terrible music choice this mod lacks solid atmosphere.

3. Cutscenes instead of scripted sequences. You watch those cutscenes and you have no idea what is this all about, you just don't give a ****. Besides the story is almost non existant, you just ....... shoot this and shoot that.

4. Terrible out of place introduction with barely hearable voice tutorial. They just shoot you in space to give you tutorial ??? What the hell ?

Summary : I'm not a hater, I was really hyped for this mod. It was a good mod to play and I know how much time author spent to make all of this that's why I rate this five. I won't give higher rating because it's called Half Life 2 Episode 3 which is a huge lie. It is a good mod but I have played EVERY Half Life game and I would never, ever call it a Half Life 2 Episode 3. Author could add more to the story and create better atmosphere, Black Mesa and Nightmare House 2 is the perfect example how to make good mods.

Leon should really learn from those mods.

My review for this mod is in the comment section, but I'll quote it to be fair.

"I'll give a very honest review on this mod. It is really disappointing and very out of place in the HL2 universe, even if it's a mod. This is one of the worst mods I've seen in years. First off, the Player starts in a mineshaft, which doesn't even make sense considering Eli has a damn helicopter. Why would they have a helicopter if they can't drive it, huh? Next, the cutscenes are very unneeded and ugly. I shouldn't have to see the objective more clearly. If I see a weapon or keycard, of course I'm going to pick it up, why do I need to see it even more. It's blatantly an unneeded addition. The weapon models are very out of place too. I mean, the AR2 is an HK G36! so you're telling me, the Combine switched an earth weapon between Episode 2 and this. You should really take in account that the Combine have their OWN technology. Even if they use earth weapons like Grenades, SMGs and Shotguns, it makes no sense. To added insult, the new SMG viewmodel has Gordon's arm in the wrong position, they're backwards. Next are the Combine models, which make no sense. The soldiers turned into HECU soldiers and the other units turned into a SWAT team. The new models even use the original sounds, which sounds really out of place on a HECU soldier. Next is the laziness. Some of the models you just took from Gamebanana. The SWAT Combine and Metrocop Zombi are from Gamebanana. You also didn't even bother giving the Metrocop Zombie custom gibs. They STILL use the Classic Zombie gibs, which is pure laziness. I have a feeling a lot of the models, textures and animations are from Gamebanana. Why don't you take the time to make your own models or find someone to make them for you. Next are the maps. Okay, first Gordon starts in a mineshaft. Okay, nothing to simple. Then he's outside. Makes sense. Next, he goes into a shack and the shack has a vent that leads to a Combine base. This makes no sense. One of the portions also has the player go to an airport. Why? Episode 2 has a perfectly fine helicopter, but somehow you make the player travel to an airport instead. Why would Eli have a helicopter if only Alyx can drive it? Could you at least take in consideration the HL2 story arc, even if it's a mod? This mod makes it look like you've never played a Half-Life game. I've also been informed the game has a gallery with the Jeep and your life story. You don't need to include this. This isn't Duke Nukem, mate. I can't even find any upsides in this mod because it's so badly made. Lastly, I find it funny that you actually included Aperture Science stuff. The fact is that, just because the Borealis is owned by Aperture, does NOT mean stuff like turrets and Aperture tech is on it. Please be more consistent. That's my big review. I give this mod, overall, a 2.8/10. I can give you credit for at least trying to make an Episode 3 mod, but you did a damn bad job at it. Thank you for your time."


It’s not bad and it gets better but it never shines. I’ve never stopped to say “wow” so I’ll say it’s “Average”.

Anything that works is simply because of the game that is Half Life, which is still fun today and that gameplay hasn’t been augmented by the author in any way. On the contrary, it has been hindered by the way to frequent, way to annoying and way to amateurish 3rd person cutscenes. I understand what Leon and fans of his work say, and I respect those opinions. But this is my review, based on my experience and I must say it’s lacking. The 3rd person cutscenes are annoying as hell, they interrupt the gameplay flow and force an exposition on the player, without adding anything meaningful, in part because Source Engine simply hasn’t been made for it.

I don’t like when a music is forced on me. The first time I heard an out of place music in this mod (taken from another game by the way) I hurried to mute the music altogether, only to find out I just couldn’t. Even if I muted it completely, the music continued on with the same volume as before. I had to quicksave and reload to make it go away. That’s shoddy.

It is sadly a collection of out-of-topic assets slapped together, not because it had a modicum of sense (it didn’t by the way, Star Trek shuttle I’m looking at you) but because the author simply could do it, and so he did – because this was his artistic view. Fair enough, but this artistic view didn’t tell me anything, didn’t convince me, and left me uninterested.

And until now I avoided to mention the elephant in the room: the pretentious title “Episode 3”, and even if I will continue to avoid it, I will say this:

Think twice if you expect a Valve-quality Episode 3 mod. Think twice if you expect a visually coherent, well-thought-out mod contained within the Half Life 2 universe. You also must be a fan of the author’s previous work to be able to appreciate it. Tastes matter here, more than anywhere else.

I won’t say you should avoid it, but I will certainly say again that you should think twice and temper your expectations if you decide to give it a go.

bad leveldesign


Double-O-Senpai says

May contain spoilers Agree Disagree

Okay, i´m gonna be honest here, totally. So no hard feelings after this okay?


Let´s start with, GOOD:

-Good looking places
-Some ost
-Gordon´s model
-Kleiner´s model
-Funny noises
-Koskenkorva hidden-ad, kjeh ;´)
-Ending song
-One or few choice(´s)
-Some cool effect´s in world, guns..
-Relaxing songs even in dangerous places

Now the BAD:

-The whole plot
-Pointless cutscenes (like the ones where Gordon just walks like 2 meters and then u can play again, what the **** was the point in that?)
-So less talking
-Terrible voice acting
-SO much stolen/re-used content from other games and mods.
-Borealis is more like that spaceship from Alien movies
-Some of the textures.. They really don´t fit in Source engine. (like ones what looks like VR training from MGS-series, jesus christ)
-Fast headcrabs, fast headcrabs everywhere
-Antions, antlions everywhere..
-Spaceships, from nowhere, since when rebels knew to made spaceships and everything and use them in earth?
-Kleiner was an *******, what was the point saving him and even when he dies anyway?
-Easter eggs, worst what i ever seen, they were not easter eggs, easter eggs are supposed to FIND but they just came to my way even when i was not looking for them..
-WW1-2 music
-So much re-used songs from other mods and games
-Sometimes i felt like, was the Gordon in mentality problems
-Shoot the zombie cop that doesn´t have headcrab in the head, pukes headcrab from nowhere.
-Ugly poison headcrabs
-Ugly green blood
-Ugly antlions
-Pre-credits and end-credits, horribliest **** i ever seen.
-Hard mod, even in easy difficult
-Stupid puzzles and locations to solve those.
-Portal turrets, what was the point of using those, and they were combine´s turrets?
-Combine´s models..
-GAAAAAH why no crowbar ;_; i´m not a Shepard that uses Wrench plz..
-Vortigaunts were enemies without reason and sometime later they were friends again, what the ****?
-Glitchy hud, disappears sometimes after cutscenes etc.
-Glitchyes, everywhere.
-Sometimes maps were buggy, they had black **** on them and i couldn´t see what was what and i had to approach them so they could go away. The black **** i mean.
-HNNNNGHHH soldiers all the time and everywhere.
-Why would CP have HECU suit. wtf.
-Slowmotion sometimes and for no reason.
-Loud-*** guns #earrape
-Re-used and re-textured locations from other HL games and some other mods.
-Why would Glock-18 from CS:GO be re-used in this?
-"Gordon, i loved u like my own son" Why the **** Kleiner would say that to Gordon, they were just partners in BM and he has never did father kind of things to Gordon.
-Gravity gun likes to appear everywhere, how?
-No hint´s for what i´m gonna do next wtf. Got stuck for many times.
-Gordon sounds more like Citizen, /_\
-Breen was back, how, why, what was purpose of him? How could he have survived from that falling in Citadel etc?
-G-man, even he had no purpose on this at all, he was like, ghost all the time.

Okay, i waited for like 4-5 years or so? And got this? Well, it was okay, same old Leon´s gameplay style. But still.. No :(
I finished this in like, 10 hours and now i´m mad.
I was expecting something else but got game that feels like Dark Souls. So much rage.
I don´t know what to say anymore but people, if u dont have hope for HL3 and need something. Here is the only thing.. But dont play if you need Official game´s
I can´t recommend this almost to anyone, but only for those who needs something to continue HL2:EP2, here is the thing to you then..

Some thoughts that would be nice to see in the future:

-THIS NEED CO-OP ASAP would be funny with friends after all. (This could fit for Obsidian Conflict or Synergy or have it´s own thing just think it.)
-In the future.. Do all by yourself, not using other´s things etc. I know you have permission to use those but still..
-Better voice acting, like the ones from Underhell or 1887 EP1

Overall rating:


I think Leon did a good job on the mod yet the problem I find with it is that it just doesn't have a Half-Life feel to it much at all. I'm okay with some of the changes then others like the combine don't make sense, at least make a story around why these things have suddenly changed then it would make more sense and I would have given this mod a higher rating but overall it is a good mod I hope Leon doesn't get trashed for the lack of HL theme.

This mod is quantity of quality. It throws all of Half-Life's major themes and mechanics out the window in favor of poorly executed maps/cutscenes and assets from the Gmod workshop. I don't know what putting star trek ships, SWAT metropolice, and unwarranted developer commentary in a mod is for, but it's not Half-Life 2: Episode 3 like it's named when you fire it up on steam. The characters are poorly re-written, suddenly White Forest is only steps away from a combine city, and Alyx just dies randomly at the end and is completely glossed over.

I don't suggest this mod to any Half-Life fan unless you have time to kill, love hand holding, button pressing, and a complete disregard of Half-Life lore.


Quantity over quality.

it sucks, it uses ****** fakefactory and it doesn't have real combine and actual half life like weapons

Could have been great, but wasn't. Feels like a sloppy school project from some 13 year IMO

Community Rating



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Ratings closed.

Highest Rated (8 agree) 8/10

I think Leon did a good job on the mod yet the problem I find with it is that it just doesn't have a Half-Life feel to it much at all. I'm okay with some of the changes then others like the combine don't make sense, at least make a story around why these things have suddenly changed then it would make more sense and I would have given this mod a higher rating but overall it is a good mod I hope Leon doesn't get trashed for the lack of HL theme.

Mar 3 2016 by StriderShoσter