Skyrim has the worst leveling system...

[irstupid]

I'll cover your 3 main points

1. Learning by doing for every skill
2. Enemies will level with you or will replaced by stronger enemies
3. Every skill increase counts towards your level

1. I find no fault in this. I'm glad you have to craft 1000's of things to max out your level in smithing and not just a handful. I mean you swing your sword millions of times, yet you want to build one leather set of armor and be a master?

2. A good concept but shoudl work more like leveling tiers. have an area be enemies level 1-10. If your in that range they are your level, if your higher they are maxed at lvl 10. Another area be lvl 40-50. If your level 10, they are level 40. if your level 44, they are 44. If your lvl 60 they are lvl 50. You get the gist.

3. I am annoyed by this as well, they need to have it somehow calculate your combat skills. I mean I level up smithing like crazy for example in teh beginning and now i'm lvl 10. But I have like zero combat skills. Now enemies are too hard for me to kill cause I suck ass cause smithing leveled me up, or whatever skill did.

BTW there are many mods that changed things up and more fit what I liked. You shoudl check out mods.