Bah, okay, ready?
Negatives:
-The main quest was one short cliche
-The weapons/armor made almost no difference, since enemies levelled with you
-The dungeons were almost all identical, some with a slight change in colour
-The steath bonuses were overpowered, meaning you could kill even the best enemy with a couple shots
-The good RPG aspects from Morrowind were removed
-The guilds made no sense, as you could be a bloodthirsty swordsman murder...who joins the mage guild
-There was absolutely no consiquence to your actions, especially with the theives guild there (not saying why that mattered, if you've played the game, you'll know)
-There was no character building, since your character was given no real identity, and you could join every guild, no matter what
-The voice acting was TERMINAL, people changed voices in mid-conversation depending on what you asked, the old beggar lady suddenly sounded like a bleedin blue blood princess if you asked certain questions, then went right back to old lady, this was annoying because it would happen in mission critical conversations quite often
-The difficulty level was a joke, if you figured out the way with each type of character, nothing could touch you
-The guild rewards for your 20+ hours of work were often just awful, one guild (not saying which), had a reward that made guards attack you ad-nausium...wunderbar
-Levelling and character growth was inconsiquential, it gave you no advantage, enemies levelled with you
-But if you didn't level, you'd face an onslaught of nothing but weak weak enemies...good times
Positives:
-Pick the wrong combination (like a fighting style as a main style) and you level all screwed up, and end up as a high level with weak stats, making the game *slightly* harder
-You actually have to do things to level them up
-Lots to do
-The dark brotherhood flat out rules
-The ending FMV, okay, not "the end" of the game, the end of the main quest's video is awesome, you'll see.
That is all.
So, those are my reasons why it's not the best game this generation.
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