Azure Sheep official site
About Azure Sheep
New Weapons
New Allies
New Enemies
General Information
Half-Life High Definition Pack
Thanks to
Prefabs Used Or Work Based On
Review Sites

Beta Testers
Azure Sheep Legal Info: You may use the MOD as you want but you must not reverse compile this bsp or otherwise use the original files as a base to build additional material for any purpose, commercial or otherwise. This archive may be distributed over the Internet only, providing this text file is present and unaltered.  You may not distribute this MOD commercially in any way without our express permission. Some credit would be nice.
©Y2k/2001 Azure Sheep Team
Images by DeMoN! WebDesign

About Azure Sheep

Azure Sheep is a single player mod for Half-Life.
It requires Half-Life version or up.

The player is one of the Barney guards that is on post in one of the entrances of the BlackMesa facility.
When the chaos starts you realize that Kate, your college, code name 'Azure Sheep' is in the complex and in great danger.
You decide to rescue her...


Barney is a security guard, well Barney at the moment is just Barney, or, well, “Just Barney”, because with all the recent mess at Black Mesa he can't remember his whole name ;)

Just Barney didn't want to be a security guard but, you know life, he was lead to be one; he had a secret dream, he was writing a novel and...but well this is another story.

Barney has another dream: to become a hero and rescue a princess, nothing more.

Now, when the big mess occurred, he was in the first security post of Black Mesa and a colleague of him, Kate, (codename “Azure Sheep”) seems to be trapped in. Barney will go and try to rescue her, what an occasion...


Create a directory in your Half-Life game directory (ex: Half-Life\asheep).
Extract the Zip to that directory, keeping is storaged structure.
After extractiong the files you must have a directory structure like this:

Run Half-Life and choose the 'custom game' option in the main menu and choose 'Azure Sheep'. Click activate and it's ready to play!

New Weapons

Beretta 92FS

Special Forces weapon. Modified model of the original pistol, similar to the Glock 9mm Pistol, carries the same ammo but causes more damage.

Primary attack

Fires one bullet.

Alternative attack

Rapid succession of rounds with the cost of accuracy.


Special Forces weapon. Prototype model of a automatic machine gun. Similar to the MP-5, carries the same 9mm ammo but causes more damage.

Primary attack

Fires weapon.

Alternative attack

Grenade Launcher.

Iron Bar

Acts like the crowbar. Very useful to brake crates in one hit.

Kate Medical Kit

Used to heal Kate and to know her health. Use with caution since you will not find many.
It only works on Kate and you must be close to her to work.
Alternative attack can be used without ammo. 

NOTE: when selected Kate will not move out of the way to let you pass, you will have to select another weapon if you want for her to move out of the way.

Primary attack

Restores some health to Kate.

Alternative attack

EnvSuit says Kate's health.


Acts like the crowbar. Very useful to brake crates in one hit.


Xen Life Form. Similar to the Snark but causes more damage.
Be careful not all Toads will go with you and some may defend themselves.

Primary attack

Releases one toad.

New Allies


Friendly female Security Guard.
She will help you in what she can but it's your mission to keep her alive and escape the BlackMesa complex with her.
Can be healed using the Kate Medic Kit.
Kate will not attack water based monster.

NOTE: when selected the Kate Medic Kit is selected she will not move out of the way to let you pass, you will have to select another weapon if you want for her to move out of the way.

You can't allow her to get killed!


Friendly Grunt.
He will help you in what he can and will prevent other Grunts to attack you but be careful, if you attack him or a Grunt he, and the Grunts, will turn against you.

You can't allow him to get killed!


Friendly female Security Guard. She will help you in what she can.

Gordon Freeman

Friendly scientist worker. You will have to help him during the MOD.

You can't allow him to get killed!


Friendly construction worker responsible for maintaining BlackMesa.

Gus is a bit coward, but he can be helpful.

HEV Barney

The old friendly Security Guard but now with a HEVSuit. He will help you in what he can.

New Enemies


Xen water monster. Will attack you as soon he sees you or move around you waiting for a change to attack.


Common rat. Will jump to your face as soon as he sees you trying to pull out your eyeballs!


Xen big monster. Only vulnerable in one spot, fires beams that can easily kill you in one single shot.
Not very intelligent and may stop to think what to do next instead of attacking you.

Special Forces

GMan army special forces.
Intelligent fast enemies that will use the terrain to attack you.
May carry a M41A, Beretta 92FS or Hand Grenades.

Magenta Alien Slave

Xen monster(?). Part of the mystery around BlackMesa.
Can fire beams.

Xen Terrorist

Terrorist group that heard rumors about Xen and want to provoke problems in BlackMesa.
Group leader may be a Xen. Used on training maps only.



Xen monster. Some can be used as a weapon. Will attack you as soon he sees you and will explode some time later.

Zombie Barney

Xen/Human monster. Slow ex-Barney, their long, sharp, claws are deadly.


- Azure Sheep is prepared to play Half-Life's soundtrack, so don't forget to insert the CD.
- Remember that in the first part of Azure Sheep you are a normal Barney with very little armor and without a HEV Suit . You will have to carefully plan your steps if you want to live.

Kate doesn't attack water based monster.


Kate will stop following you when using some things (like a retina scanner). She has to be hired again after using it.


Don't leave Kate to far behind because she may not be able to follow you and you never know when she may be usefull.


Don't get in the way of Kate when she wants to use a retina scanner.

- When the Kate Medic Kit is selected Kate will not move out of the way to let you pass, you will have to select another weapon if you want for her to move out of the way.


If you notice that the maps are too dark don't forget  to set the gamma correction.


A 3D card is recommended but not needed.


- When using lifts that have doors if a door is blocked the lift may not work properly. To fix that load a game that you saved before using the lift.


Sometimes the doors don't open because of a dead monster near them. To fix it explode the monster.

- Sometimes Kate doesn't follow the player. This happens because Kate can't find a path to follow the player. To fix this try to rehire her again or to walk against her so she moves out of your way and by doing that going to a place where she can find the path to follow you.
- Sometimes Kate don't walk across an area because there is a dead monster in the way. To fix it explode the monster.

In the second map of the 'LAST STEP' chapter, the Special Force that jumps the wall very rarelly may became imune to bullet fire. To kill him just blow him up.

General Information

Title - 

Azure Sheep

Number of maps - 


Single Player - 


Cooperative - 


Deathmatch - 


Multilplayer - 


Difficulty Settings - 


New Sounds - 

New Graphics - 


New Models - 


Contruction base - 

New maps, Half-Life based maps and Opposing Forces based maps.
New models, Half-Life based models and new models kindly given to AS (see Thanks to section)

Map Editor used - 

Worldcraft 2.1

Model Editors used - 

MilkShape 3D 1.4.1,  MilkShape3D 1.5.7 and Half-Life Model Viewer 1.24, all by Chumbalum-Soft

Half-Life High Definition Pack

Azure Sheep can be played with the Half-Life High Definition Pack installed but some models and sounds from the Half-Life High Definition Pack aren't used in Azure Sheep.

Thanks To

Maggie for her great help.

Sacrecrow for the M41A mdl (now re-textured by Sven) and the "Darth Maul dual-ended Lightsabre” (used as a starting for the “poolstick”).

Tim van Dijk, aka Triggahappy, for the Beretta 92FS mdl.

Brian "EvilBastard" Collins for his "Drake" mdl we modified into the "Xen-fan Terrorist".

Freon for his mdl of G.Freeman dressed as a scientist, used for “Freeman in a car”.

Ian Waugh and David Dallaston for allowing us to use, respectively, the mesh of the head of the “Urban Girl” and the texture of the head of the “Female Vip”. The head is used with some modifications as the head of Kate.

Warfox and Bejita for hosting our mod on HalfLifeItalia and for the precious help given.

Vigilanti for a big big hint.

Calvin from Botepidemic.

Thanatos for his ideas and his reminding us of the day/night zones of the original Half-Life maps and other tips.


The Wav Place

Wav Central

Wav Place

And to all we may forgot to put here...

Toadman would like to dedicate this mod to his "Kate".

Prefabs used or work based on

Special Force Truck and Xen Terrorist Truck - 


Arcade - 


PC prefab, Tables Office and Radiator - 


Barrels Explosion and M2HB Heavy machinegun - 


ToolChest, Dumpsters and Road Textures - 


Explorer Headlights - 

C|oud [Mark Potnick]

Handdrier, Shower, Sink, Stall, Toilet and Urinal - 


Army Trucks and Bradleys - 

Barry A. Bollinger
F16 - 


Wood Floor Train - 


Ferrari F40 - 

Dead Man Walking

Portable Bathroom - 

Alan "Xaejiin" Purdy

Blazer Jeep - 


Nympho model - 

Kris Hauser
Paintings texture -  Ellusion
(converted to Half-Life by Evile Dick)
Worldcraft 2.1 prefabs -  by Valve


If you want to place a link to the Azure Sheep official site, you can use one of this banners:





Review Sites

We don't stop asking this, if you review this MOD please send us a email so we can read it too.


Don't forget to send us your comments about the MOD:

Andrea "Toadman" B.
"Founder", plot, modeler, animator
Visit his own website
From Italy, male, age: too old to play with videogames, definitely.

Davide “DAV” Cintrão
Level Designer, plot, coder, textures, sounds
Visit his own website
From Portugal, male, age: 27

Sven Patrick
2D artist, skinner
From Germany, male, age: 16

Marco "DIT.{Z}" Di Timoteo
2D artist, skinner
From Italy, male, age: 21

Simone "DeMoN!" Zecchi
Visit his own website
From Italy, male, age: 16

Guzel Allaire
as the voice of Kate

Bruno Tavares
as the voice of Gordon and Adrian

From Portugal, male

Jenn "JennWolf" Kapler
as the voice of Barniel

[ Azure Sheep ]
©Y2k/2001 Azure Sheep Team
Images by DeMoN! WebDesign