[Happy Monkey]

It's realtime combat, for one.

The world is bigger, with much more varied and much prettier terrain than Fallout, but the random scattered dungeons are IMHO a bit more samey after the first few than the Fallout ones. The backstory is excellent- Bethesda Softworks has been building the Elder Scrolls history for well over a decade- and there are many books of history and other bits of exposition scattered around. Some of the quests are a bit disappointing, but if you play it be sure to join the Dark Brotherhood.

Character creation entails picking a starsign (special ability) and some skills that will be used to determine your character's level. After that point, all skills are raised by use. So if you want to be good at alchemy, pick all the flowers you can, and mix them together to make potions. Picking flowers, and things like that, is just about all of the environment interaction there is, and it doesn't even affect the flower's appearance. You can knock books, dishes, etc., off of shelves, but it seldom affects anything.

It is an excellent game, though, and I played it for months, exploring every cranny.