I've mentioned here before -- several times, by now -- that I found The Elder Scrolls 4: Oblivion really hard to get into and even harder to finish. The story didn't pull me in, the classes and leveling system were inscrutable, and the combat felt lackluster to me. So I went into my hands-on demo with Oblivion's sequel, Skyrim, at PAX Prime last week with a certain preconceived opinion.

I'm happy to say that I've changed my mind. In fact, Skyrim does three big things that actually have me excited to play it. 

1) The new graphics engine improves everything.

It was almost impossible to find a face in Oblivion that wasn't hideously ugly. I don't play games solely for the attractive women (and even if I did, I'd have the Dead or Alive series for that)...but I expect at least some modicum of beauty somewhere. 

Skyrim's new Creation graphics engine takes care of that. Characters aren't full of herp-derp, environments look more real (including weather effects), and combat animations are far more fluid. In fact, when you deliver a finishing blow to an enemy, you'll automatically take a step forward and run him through. It's much more satisfying than Oblivion's battles, where enemies simply flopped like rag dolls as soon as their health ran out.

Those might sound like small changes, but in a game that's all about immersion, they went a long way toward drawing me in.

2) You won't be wrestling with the controller or menus.

I found the user interface in Oblivion incredibly difficult to deal with. Maybe that's because I was playing it on PS3 (and yes, I know that admission will have the PC-gaming stalwarts shrieking in outrage). But it seemed like every action took too many button presses, and managing your inventory was a nightmare. 

Skyrim fixes all that. Hold one face button (B on the 360 demo I was playing) and you can access your map, inventory, character sheet, and options with a simple tilt of the left analog stick. It couldn't have been easier. 

The inventory, especially, was simpler to navigate, and you could quickly identify the relative strengths and weaknesses of each item compared to what you currently had equipped. In Oblivion, that was a chore. Here, it's fun.

3) Leveling up actually makes sense...and looks pretty cool, too.

Maybe I'm just too accustomed to the common Dungeons and Dragons character-class tropes, but I could never wrap my head around Oblivion's statistics and abilities. Skyrim's are much easier to understand. You'll instantly see which stats belong to which skill group.

And here's the kicker: The skill trees are displayed as constellations in the night sky, in keeping with the Elder Scrolls theme. As you progress to new abilities, you're actually moving your cursor from one star to the next in your chosen constellation.

On top of that, you don't have to choose a class at the end of character creation or a tutorial, the way you had to upon leaving Oblivion's initial catacombs. That choice comes later, after you're more familiar with your abilities. 

Skyrim seems to have taken every problem I had with Oblivion and fixed it. If this demo is any indication, I might actually finish an Elder Scrolls game when Skyrim drops on Nov. 11.