1) Mob Leveling: I do like the idea of mob leveling, however there need to be more strict guidelines on how leveling is incorporated. For instance, if an area is designed for higher level characters, let's say 20+, mobs should not be able to level below 20. Same thing goes for a beginning area; mobs should not be able to go past level 15 (or some other arbitrary designation). 2) Combat System: I like the way power attacks and the like work now, however I believe the damage to health ratio needs to be drastically improved. As it is now, at higher levels, with maxed weapon skill and the best appropriate weapon, it takes waaaay too long to kill things. OOO does a good job altering this in Oblivion. I also like everything that Deadly Reflexes implements: e.g. throat slitting, decapitations, dismemberments, combustion, etc. If these were implemented in the actual game, these animations could be so much smoother. 3) Leveling System: Oblivion's and Morrowind's leveling systems are both terrible; over-leveling is way too prevelant a problem in these games. Experience needs to be changed to be given based on killing, exploration, and quest completions, like in World of Warcraft. Skill ups should be the same way, except instead of literally determining your level, each point should give you an experience boost, the amount of which would scale based on what skill level you were achieving (e.g. hitting 25 Blade would not give as much as hitting 50 Blade). 4) Class System: I like the way classes are determined in Mass Effect; At the beginning, you choose one of six classes, one for each pure (combat, stealth, magic) and one for each hybrid (combat/magic, magic/stealth, stealth/combat). They could also implement the achievement system like in Mass Effect; each achievement allows you to unlock a skill to be used with another class. I'm not sure how some skills would be affected by this change; for instance, alchemy would have to either be scrapped entirely, or broken down into separate trees, allowing each class to do their own respective potion making. Otherwise, I really like the games and their predecessors. Big fan of the series. Now I'm just waiting on Dragon Age :)