-Better enemy AI -Larger variety of enemy abilities both offensive and defensive -Int/Disc/Str not being tied to armor -Light level not being tied to armor -better weapon balance in pve and pvp -better supers/abilities and synergy between the classes -better first person perspective because I can see all the way up to my shoulders but my char can barely see up to his elbow -better reward system -more compelling missions, quests and endgame content -no more spam and dmg increase for enemies