I'll never say a word against Morrowind. I'm a die-hard fan, but sure as Hell I love Oblivion. I've had the game since August and I still play it. Morrowind though, I had for the computer. I played the game for several years and you get a HELL of a lot more mileage out of it then because you could download mods. I dunno if you could on the Box but still. I do agree though, it's easier to play, more immersive, gives you more control over your character but I've got a lot of things I think Bethesda could improve on the next one... 1. BRING BACK SPEARS AND STAVES!! In Morrowind, you actually hit people with staffs... that was funny... they need a better fighting system too. It's better by far than Morrowind but I think they could have done better. 2. Dual wield weapons!! Course you can't be throwing around two claymores but still... they could do it I think. 3. Let the player chose what hand their character uses for weapons? I'm a lefty 4. Tweak the leveling system. I got tired of all bandits having ebony or daedric or glass armor. They're not ALL going to be uber-sweet like that even if YOU ARE. I'm all for their fighting ability increasing though, but who got tired of never seeing another scamp in oblivion once they hit like... ten? 5. Main quest needs to cater more towards other classes, not just Warriors or Destruction mages. 6. Do you get tired of hearing the same like... nine voices on regular NPCs? Even like, three voices for each different type of person like three Nord Males and three Nord Females and so on... got kinda wierd when everyone sounds the same... 7. I got tired of my characters being ugly... but I think I'm just bad at making faces.. v.v 8. Bigger reprucussions for joining a faction. It's a little lame when you're running ALL the major factions in the world; Fighter's Guild, Mages' Guild, Thieve's Guild, Dark Brotherhood etc. It's like... okay... I'm God... I rule everyone... Make consequences for joining the Figher's Guild or Mages' Guild. If you're in the Dark Brotherhood AND you're the Divine Crusader, isn't that a bit contradicting? 9. Independent assassin contracts, non-Thieves' Guild fences, stuff like that would be cool, make it more free-form. 10. Umm... I think that's about it... make dungeon crawling more fun? But it's still better than it was in Morrowind where all caves were cookie-cutter tunnels in the ground or just Daedric ruins. All aside, I loved Morrowind, gave me more of a mystical "I'm in a world that will NEVER be completely mastered," kind of feel. Even when I kicked ass, I was soooo edgy going into Daedric ruins! Sorry if I kinda' went off lol... Love my game.^^; 9.