The Elder Scrolls V: Skyrim was originally slated for the next generation of consoles after the Xbox 360 and PlayStation 3, and with the way it looks, it could probably pass for a next-generation title. However, Todd Howard and the team at Bethesda Softworks knew that after Fallout 3, there was quite a bit they could do with today's modern hardware. If the E3 demo of their Creation Engine-driven game is any indication, they're pushing this hardware to its limit.

Skyrim takes place in, well, Skyrim, the northernmost province in the land of Tamriel. It's a beautiful place and one where you can go just about anywhere you'd like. It's the biggest world that Bethesda's ever given us, and I'm amazed at everything graphically about the world - the draw distance, the dynamic shadows, the characters that don't look like they're mutants, and the detail in the weapon and armor models. Quite a few of the people viewing the demo with me had audible gasps at what was happening on screen. Bethesda's also provided a dynamic weather system - instead of manually putting textures for snow and other environmental effects, they're created on the fly. It worked out pretty well, as the snow-covered mountain looked pretty realistic, as did with the rest of the game. One of the spiffiest graphical features, at least for me, was the area map. Instead of being a simple graphic, the game engine simply pulls the camera back, and overlays waypoints. That's your map, and it's brilliant.

One area that was greatly improved was character faces and animations. Bethesda is now using the Havok Behavior engine for its characters and all of its dialogue happens in real time. What this means is that the world doesn't stop when interacting with someone. When Todd Howard interacted with a blacksmith, we could see a mill's wheel moving behind him, and the world felt much more alive. The character animations are equally improved even in combat. We saw many finishing moves and even snuck up on an enemy and sliced his throat - Skyrim is certainly more visceral than previous Elder Scrolls titles.

Combat and equipment aren't necessarily streamlined, but they're certainly different. Bethesda is focused on a system where "you are what you play." Characters skill up based on what you do (which is nothing new for TES fans), but your equipment is bound to the left and right triggers. These are your left and right hands in practice, and whatever equipment you decide to put there is what's used. This provides a great amount of customization, and the demo ranged from turning undead and hitting them with chain lightning to running with a simple sword and board. Howard even showed us that you could put the same spell in both hands and cast an even more powerful version.

The dragonborn player also has access to shouts, which are abilities that aren't specifically linked to each hand. As you explore and find new power words in the 150+ dungeons in Skyrim, these words can be combined into different types of incredibly powerful shouts. These range anywhere from fire breath - which is exactly what it sounds like - to the ability to call down thunderstorms to smite your enemies. It's another area providing depth to the game, alongside other TES standbys like alchemy.

Even choosing spells, skills, and perks has been given a massive overhaul. Menus aren't about spreadsheeting anymore - when choosing perks, you're looking up to the different constellations and each individual star in a formation is actually a different perk for you to select. Each item has a 3D model in its inventory slot and some of these actually provide clues for quests - the demo had a claw that showed what order a series of glyphs should be in on a door. Inventory control is also done via drilldown menus, something that should make keeping things in order relatively simple. Spells also get the same little bits and pieces of detail that make them just pop.

However, aside from all of the graphics, all of the story, the cool combat animations, and everything else, the one piece of the game that impressed me most wasn't something that was shown, but something that was talked about - the Radiant Story System. This system allows the game to produce quest content on the fly based on the types of things that you've done in the game. This might change your objectives or simply the types of quests that are available. It's something that's potentially a game changer in the same way that RIFT's, well, rifts, potentially changed dynamic quest content for MMORPGs.

There's a lot to love about Skyrim, and it looks like Bethesda's able to pull off something special with this title. There's working economies, over 300 books in the game, character development, and other pieces of the game just touched on by the developers, but it's clear that Bethesda has put a lot of care into this new title. I'm excited for 11-11-11 and the game that it brings - but right now I just want to go back and watch the E3 demo one more time. Oh, and Todd Howard says there will be horses in the game, and that their armor will cost $500.