The characters were so damn ugly. Seriously. As long as the leveling is "fixed" enough to my standards (No leveled loot is good enough...and tone down the enemy leveling) and the characters/graphics in general are pretty to look at I'll love it. Oblivion began to look all the same and I often found myself asking "Wasn't I just here a moment ago?". I'm not a graphics freak but the characters looked terrible and the environments were a bit lazy. --- People are afraid of what they don't understand.