Thanks for the reply. I've got it modded with 115 mods that are working well, but the player level rises too quickly to be able to get very far off the main development track. I don't have a problem with the skill advancement rate ( set at 50%) right now. If I could set the character level gain to about 1/2 to 1/3 of the speed it goes, I think that might work. In other words, requiring 2x to 3x the current skill increases needed for level gain would give time enough to explore and develop the character a bit more in depth. With all the mods available, there's too much to do to have the character level up so fast. That's how I've got Oblivion running, and it's a lot more fun. Any further ideas would be appreciated. EDIT - I set the "skill level to PC level multiplier" in the uncapper INI to .5 instead of 1. I'll see if that does it.