Fallout 3 vs. Oblivion
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Enemy Levelling: This is a massive bugbear for a lot of people. Essentially, what enemy levelling, or scaling, did in Oblivion was to make character progression obsolete. In fact, it was possible to complete most of the game at a low character level, because if you levelled up too fast the monsters simply got bigger, badder and more difficult. The previous Elder Scrolls game, Morrowind, was awesome because there were distinct areas of the game that were inaccessible due to higher level enemies. This gave you something to strive for. It gave you a purpose.
Although the overused voice acting and AI is a close second:
Artificial Intelligence: All reports are that Fallout 3's list of NPCs is much smaller than Oblivion's, so there will be less people to interact with. What we hope this means is that your relationships with these characters will be much more believable. With around 40 different voices being used for Fallout 3, those embarrassing vocal mess ups we witnessed in Oblivion should be a thing of the past.
And while Bethesda is still going for the open world approach with Fallout 3, it looks like they are going about it the right way. For example, you will be able to hire NPCs to follow you and, presumably, fight for you. Will these characters be fully fleshed side-kicks with realistic situational dialogue? We hope so.