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Elder Scrolls IV: Oblivion
This was just a groundbreaking game. I know the graphics aren't as nice as Skyrim, but the world has more depth and the guilds are all full games in themselves.
Such a big open world, fully populated with flora and mystical fauna (Minotaurs and unicorns), an endless supply of side-quests.
Oblivion destroys Skyrim in the following places: