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Vanilla Oblivion also had terribly ugly characters, with really horrible animations (everyone looked like they where hunched over). The animations were a lot more tolerable in FO3, because carrying a gun made it not look as awkward, but in Oblivion itwas just really off putting. Thankfully mods really rectified both those issues.
VCV already mentioned the terrible level system. Also, there were TONS of bugs that had to be fixed with later official and unofficial patches, so it pays to wait.
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