The leveling of the enemies in Oblivion blew it for me. You would work your tits off to get hold of an awesome weapon, not yet seen in the game. You get to the right level. You get excited at the prospect. As soon as you venture out, all the bandits have the same damn weapon! Same with armour. By the time you get near the end, all the bandits have the highest level amour and weapons just like you. Hows that make any sense?? For me, an RPG needs that feeling of returning to areas that previously kicked your ass, and being able to slaughter everything with ease.
Silly game. If Skrim is like this, I will be mighty pissed.