I mean. Morrowind was good but there seemed to be plenty of pointless quests that had you running around gathering useless ingredients just to level up. There was a lot to do and I really did like even the inability to fast travel. But, leveling up was kind of ridiculous. You can save all your level ups for one time but only get the multiplier stat increases for the first time you sleep. Every time after, it was only +1. That was one of the biggest downsides. There's also the fact that that at the beginning, cliff racers were a BITCH. And they were everywhere...and I mean everywhere. It seemed like they were the only creatures out there, I saw them so much. And to use magic, you had to take out your hand to cast a spell instead of just pressing a button. That was minor yet still inconvenient. And I haven't played in a while, but I could point out more if I had. I felt like oblviion took all the good aspects of morrowind and just improved all the bad points.