The more interactive dialogue (for example, if you talked to a guard in Oblivion, there would be quite a few dialogue options but in Skyrim they just spout out a one liner) :( The lush, bright forests...true, the darker, deader look is more fitting for Skyrim, but man, Oblivion was just beautiful...also the variations in landscape...Skyrim has the same basic look throughout. The Arena was a nice addition, as were the guilds...Skyrim feels a little empty without these factions. More personalized character creation (Oblivion had all sorts of sliders, but Skyrim just lets you choose from presets) The almost heroic feel of working for the thieves guild (Oblivion made it seem like you were helping unfortunate people, Skyrim made it sound like you're just bullying people for personal gain heh) That wonderful tranquil music (Wings Of Kynareth anyone?!?!) The creature variations!!! Oblivion had loads of different creatures for you to battle, but Skyrim was just...wolves...wolves and bears...everywhere wolves and bears. I miss fighting minotaurs and ogres. Yes, I know there's actually a bit of variation to Skyrim's enemies, but does anyone actually want to beat up a baby walrus?? Come on now... The cities; oh god, the cities...they felt more immersive and larger, more full and teeming with life...in Skyrim, even the capital (Solitude) feels hollow and small. I would have also preferred more locations to discover, since in Skyrim it seems like half of the time you're wandering about the world, there's nothing to do but admire the environment. And like Derok mentioned, quests that aren't just dungeon cleaning. ;) I really enjoyed Oblivion's side quests, there was a lot more variety to them...for example, when Jensine asks you to spy on Thoronir...they actually provide a backstory and give you a chance to interact with the characters, and on top of that it's an interesting quest as well. Skyrim quests are more like "Bandits stole my shield. Kill bandits. Get shield. Get gold." :laugh: