This mod for C&C Red Alert 3 tries to bring things from Red Alert 2 back into Red Alert 3 that were missing or changed. The goal here is nostalgia and simplicity, without straight up adding in units and models from Red Alert 2. Think of this mod as Red Alert 3, but with a little RA2 flavor.

Here's a list of changes:


  • All 3 factions now build the same way. Japan Nanocores have almost been completely removed (aside from the Giga-Fortress Core and Refinery Core)
  • You no longer have instant access to radar anymore and must build your factions radar building to get access to radar (Holy crap this took me so long to figure out how to do. The only other mod I've seen do this is The Red Alert. Thanks to them, I knew it was at least possible. Without the existence of that mod, this feature would likely not be in here and I would have likely just given up.)
  • You now lose access to radar upon getting low power
  • You no longer gain points to use in the Top Secret Protocols menu
  • Each faction can gain access to a one of their original Protocols by simply building an Airbase/Airfield/Radar Tower (Surgical Strike for Allies, Desolator Airstrike for Soviets, Final Squadron for Japan)
  • Any faction can gain access to any other faction's Protocol by simply capturing that factions Airbase/Airfield/Radar Tower (for instance, if you are Allies and want Desolator Airstrike, all you have to do is capture a Soviet Airfield!)
  • Capturing a Tech Airport will now give you access to paratroopers (the paratroopers you gain access to depends on your faction, unless you are Japan, in which case you just get Balloon Bombs because Japan doesn't really have an appropriate Paratrooper Plane to use)
  • You can now build off of most tech buildings! (AI will also build defenses near them)
  • You no longer start the game with a Construction Yard, instead you start with an MCV (so you must deploy it like RA2)
  • Increased the health of all harvesters
  • A lot of unit (annoying) special abilities have been removed
  • EVA no longer says "Construction Complete" twice when building walls (bug from original game, she would say "Construction Complete" as soon as you'd place a wall segment and then she'd say it again after it got completed)
  • Some RA2 sounds were brought back (Air Raid Siren plays when using Vacuum Imploder, Spectrum Towers now sound like Prism Towers with the appropriate charge up and fire sounds, IFV attack sounds like the RA2 IFV, etc. etc.)
  • The volume of some sounds were increased (Tesla Coils in particular are now much louder when they zap a target)
  • Some unit build times and costs have been adjusted slightly
  • All Upheaval content has been added in (obviously)


  • Allies no longer require "Clearance" to build more powerful units and buildings, instead rely on their Airbase for their mid tier units and the Tech Center (formerly Defense Bureau) for their high tech units
  • Crycopter's Shrink Ray has been removed (yay!)
  • New Gap Generator building has been added (cloaks nearby units and buildings similar to a Mirage Tank, but it's a building)


  • Super-Reactor now requires a Battle Lab to be built
  • Sentry Guns no longer require power
  • Flak Cannons now deal more significantly more damage, but fire much slower (like their RA2 counterparts)
  • Tesla Trooper can now be trained without any extra requirements
  • Flak Trooper now requires Airfield to train
  • Terror Drone's paralysis ability has been removed
  • Terror Drones are no longer amphibious
  • Tesla Tank has been added in because why not (probably a bit OP in it's current state)
  • Natasha's Sniper Rifle range has been increased (also probably a bit OP lol)
  • Natasha's Airstrike range has been increased, but it now takes much longer for her bomber to arrive (think Boris from RA2)

Empire of the Rising Sun

  • The Empire no longer relies on individual building upgrades to train more powerful units, but instead gain access to mid tier units upon completion of a Radar Tower and the higher end units become unlocked when you build a Mainframe
  • New Radar Tower building has been added, this serves as the Empire's Radar building (duh) and provides them with access to mid tier units
  • Refinery Core can now be trained from the Mecha Bay and Dock (this has been left in to allow the AI a way to expand as the Empire, this is sort of the Empire's "outpost" type unit)
  • Slightly modified the Japan building animation for each building so you don't see a little nanocore at the beginning of the animation deploying (since Empire buildings no longer deploy from Nanocores)


  • New AI commanders! Each have their own strategies and videos (taken from the campaign/RA3 Uprising) (they'll pop up to greet you and talk smack to you when you lose etc.)
    • Hill (Tank Commander), Lydia (Cryo Commander) and Bingham (Field Marshall, uses a lot of stuff) for Allies
    • Vera (Reaper Commander) and Krukov (Tank and Navy Commander) for Soviets

Known Issues

  • Dogs do no damage to Tesla Troopers, probably a really easy fix
  • Tesla Troopers too OP, AI rushes you with them since there is no requirement to build them and they can take you out in the first couple minutes (*cough* *cough* Vera *cough*)
  • Gap Generator ability cannot be toggled on and off like I intended

I'm sure there changes that I forgot about, but these are the selling points. Actually, the mod's free. It's just a list of changes.

The main focus of this mod really was general changes and just modifying little tiny parts of the game that would make it more fun and enjoyable, especially for old RA2 fans (like me). The reason I made this mod was because I could not find anything remotely similar to it. Like, at all.

Shouldn't be too many issues with the mod. While version 1.00 is the first release to ModDB, I've worked on it a lot and there were many other versions before this one that are now lost to the winds (I started on Version 0.01 many months ago).

I had not originally intended to upload this mod, this was really supposed to just be a fun little thing to make for myself, but there just aren't many mods and not a lot of activity here on RA3's ModDB page, so I wanted to contribute something, since I had something to contribute. The main menu and loading screen image just simply say "Red Alert 3 Upheaval" and also the name of the mod is pretty bad. I don't know how to change the main menu, I wouldn't know what to change it to even if I did, and honestly it's not something I'm interested in. This mod is in no way affiliated with Red Alert 3: Upheaval or Bibber. I just picked a really bad name for it when I created it. I apologize for any confusion.

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UpheavalSlayer2 v1.00

UpheavalSlayer2 v1.00

Full Version 3 comments

The first public version of UpheavalSlayer2 is available for download.

johnkenpalma - - 1 comments

Suggestion: add Takara as the AI commander in Rising Sun, and enable/disable superweapons checkbox.

Reply Good karma Bad karma+2 votes
Talthos - - 182 comments

Suggestion: Allow the Akula sub and the Yari mini sub to fire without having to surface.

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shahidan-antukechik - - 12 comments

can u make it that we can choose to use superweapon or not in your mod..i really like it to play not to use superweapon..

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Tleno - - 1,047 comments

Not sure I welcome all the changes (why do people think radar requiring a dedicated t-2 structure is a nice idea?) But this seems like a promising gameplay switchup. Do you plan to introduce any more changes, like cutting or automating the unit abilities where possible to reduce micro to RA2 levels, or, dunno, turning Yuriko into Yuri/Scrin Mastermind style controller hero?

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slayer1552 Creator
slayer1552 - - 11 comments

I don't really know what more I would do, it feels solid as it is. I've already cut a lot of the more annoying unit abilities. I honestly haven't worked on this in a few months and haven't played much RA3 in a while.

I guess I added in radar the way I did for nostalgia, but I love it and I thought RA3 having automatic radar at all times was just dumb (at least have the radar go off when you lose power).

I tried making a Yuri style unit a while back, but had no success. Usually Google is my friend, but with modding RA3 it most certainly has not been. Like I'd love to add starting units in, but have no clue on how to do this.

Reply Good karma+4 votes
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