Better fighting. Download Mount and Blade to see what a sword and shield type game could be like. Nothing really wrong with Oblivion as is, but there is always room for improvement.
Oblivion is good, it is GREAT with PC mods. Never played MW. All single players get boring though.
The only next step are MMOs. Not the weak ones like WOW. More like old-school Ultima Online or Darkfall Online.

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