Hmm... Did you play Oblivion?
The challenge with their leveling system was that EVERYTHING leveled with you. You didn't just see bigger monsters. Those bandits at the bridge threatening you with rusty iron swords in level one? They're still threatening you, but now they have glass swords and daedric armor. Huh? If they've got thousands of gold of equipment, why are they hanging out by a bridge?
It also made it hard for you to beat some quests. Say you happen upon a quest that's too hard for you and you run away. Go off and level and now you can handle the quest, right? Nope, the quest may have leveled with you! (Oblivion tried to tack down the levels of the monsters when you first visited the quest, but that didn't work on things like "go collect 10 random things from daedric towers".)
The final big problem was the way leveling worked. You leveled automatically when you slept after your major class skills advanced to a certain level. If you let your major skills advance faster than your minor skills, you'd lose opportunities to train them and you would become less and less capable as you leveled. Eventually, you'd get to the point that you were so far behind the power that you should be at the level that you couldn't actually complete the quest. It turned out it would be better to pick a class with major skills that you never wanted to use, so you could train the hell out of your minor skills.
All of this boiled down to making it somewhat desirable to play the entire main quest WITHOUT EVER LEVELING because it was easier to win that way.
As for me, I enjoyed Oblivion and all the side quests, but because of the leveling problems the main quest got so hard I couldn't make it through a tower even just running past the guards, so I just quit.
This is the problem I've run into in Oblivion, which I didn't have in Fallout 3 to the same degree.
I never actually played Oblivion when it was released. I've had it since 2006, and played the intro probably 10x, but just couldn't get into it and kept putting it aside any time a more story focused game came out.
Now I've been playing it, so I could at least getting my money's worth before buying Skyrim, and I'm finding some of the exact problems you're mentioning.
Enemies continuously scale...to the point that there are areas of the map that I don't want to go, as the rewards those enemies drop aren't worth it, given the amount of resources I have to expend to get by them. Goblins near Skingrad, for instance. I'm lvl 13 at the moment, and went into a cave inhabited by goblins, and they're all super touch......and they DESTROY my armor and weapons....such that I'm burning through all my cash just repairing my armor and weapons over and over.....and all they drop is lockpicks. I have to go to other areas inhabited by human opponents (who have also leveled up), just because they at least drop good armor etc. which I can then sell for gold.
And everywhere I go, enemies have scaled the same way. It never feels like I'm getting tougher. I had a quest to kill slaughterfish when I was lvl 4, and despite having better equipment, and 9 more levels it's still difficult to beat them, as now that I've gone back, the fish have leveled up. WHY? IMO, that's just bad design.
Incidentally, I'm wondering if Skyrim has fixed several of the factors from Oblivion that have really led to me never finishing the game.
1-Carbon copy NPCs. EVERYONE seems to have pretty much the exact same conversation options. In fact, if I talk to someone about a topic in the Imperial City, and I then go to Charrol, an NPC there has the EXACT SAME topics to speak about, and those topics are greyed out because what the new guy has to say is exactly the same as what the guy from the first city has to say.
2-Cardboard animations...people are.....stiff. Including having a lack of "weight" to objects....if someone steps off a ledge, they don't "fall", they just kind of float down.
3-Very few conversation options.
4-Impossible to aim ranged attacks in 3rd person view.
5-Broken leveling system.
6-Overly perceptive guards. One thing that really really annoys me is going to talk to a shopkeeper, trying to click on him, and accidentally clicking on an item on the table in front of him.....which causes me to involuntarily steal it....and triggering a Terminator (er....City Guard) who proceeds to kick my everloving butt around the whole campaign map. I've even tried running away from a guard, and he literally followed me all the way from one city to another. Just for giggles I tried running through monster infested areas, thinking maybe something would kill him, and instead he slaughtered every creature that locked onto us, and then, when I finally got bored/frustrated and stopped running, he killed me in two hits. And then, because I hadn't thought to save my game before talking to that shop keeper, I had to replay everything leading to talking to him, which was also very annoying.
The same thing has happened with things like where I got told to look for someone in the mage guild but they were behind a locked door, so I picked it to complete the quest. As soon as I left the mage's guild, everyone fled from me, except the guards (who hadn't been *in* the guild) who somehow magically knew I'd picked a lock inside the building, and then wanted me to pay 250 gp to avoid a prison term.
Are the guards, and the whole lawbreaking system a little more balanced?
Another one..last night, when walking to Charrol (can't afford a horse yet), I came across a monk (on a horse) getting attacked by a bandit. Before I could save him, the bandit killed the monk, and I then killed the bandit. The horse was just sitting there. Everyone else was dead. So I jumped on the horse. All fine. Road it to Charrol. Fine. Got off the horse to talk to an NPC, and then got back on the horse. Instantly a guard declared I was a thief and attacked me (with similar results as above). So, how come I wasn't a thief when I road the horse into the town? Only when I got off the horse, and then tried to climb back on.
7-Empty cities. In Oblivion, you go into a city with these massive, tall buildings, and there are 2 people on the street. It doesn't feel "alive".
Does Skyrim change any of those things? The graphics look much better.....but I wonder about gameplay.
As background, Oblivion is the first Elder Scrolls game I *haven't* played to death....I played the original Arena, Daggerfall, Battlespire, and Morrowind, and enjoyed most of them. Maybe my memories are flawed, but I just don't remember getting this frustrated with them.
Banshee