Music(of course!!) Different races, Different reputations. Optional quests,freedom of movement i.e you can go anyway and do anything. I would retain the fact that some skills require you to have certain items. i.e lock picking sill requires a lock pick. In the same way making a potion requires a flask and plants/herbs/mushrooms. The 4 stats ..i.e strength,agility etc. The large inventory and encumberances. The great green outdoors. The freedom to choose any skill you want. The abundant item interaction. The combat/non-combat mode. head,two ring,amulet,foot gear,belt gear slots should remain the same. The quests/large map/personality traits/trophies page should remain the same. Some survivors from <img src="/ubbthreads/images/graemlins/div.gif" alt="" /> 1 should be there as well!!! One or two towns should remain the same.