I enjoyed Oblivion. Like many others I really did not the item/creature leveling aspect of it. I understand that 'leveling' helps with the whole 'sandbox' idea of the game.

But in implementation it really takes away a lot of the excitement of leveling your character. And it takes away the excitement of exploration. Ever wondered too far into the woods in Gothic 1 and got eaten alive by a wolf? It was punishing. But later, you go back to those woods, bigger and stronger, and you kill those wolves. Very satisfying.

I hope the next TES can somehow bring back the excitment that should be there as your character 'grows.'