I'd say, other than the Battlecruiser series, Morrowind has more potential than any game I've ever seen. If they had indeed improved the combat system (if it even deserves that name), created a more impressive and balanced magic system, improved the AI (if that 'I' even deserves to be in there), and actually filled the world with more personality and stuff, it may even be up there with the Godly Fallout 2.
I rather liked the storyline, even though it was quite predictable and the final battle was so disappointing it's ridiculous, it was still nice and epic and made me feel important. Tribunal's story sucks. Bloodmoon's is awesome.
And overall, I'm not one to complain. It's robbed more hours of my life than sleep has.