Two hundred years after the events described in Oblivion, the continent of Tamriel is in turmoil. The Emperor's throne remained without heir; the Blades, Empire's elite guards, have been disassembled; elven nations began capturing territory from the Empire. The assassination of the King of Skyrim, Tamriel's Northern-most province and home of the Nord race, led to a civil war between those who wish independence for Skyrim and those who wanted it to remain under the Empire's control.

The game contains some features that were introduced in Fallout 3. Enemy level-scaling is done in a similar way, as opposed to the more intrusive system of Oblivion. The player may hire other fighters to follow the hero around and lend a helping hand in combat. Also, the lockpicking system of the previous installment has been replaced by the lockpicking methods of the recent Fallout games. Conversations with NPCs now occur in real time rather than "freezing" time as in Oblivion.

Players can craft, cook, or build any number of items depending on ingredients and skill levels. Alchemy allows players to make potions, Enchanting allows players to imbue armor and items with magical abilities (such as increasing the effectiveness of magic resistance), and Smithing allows players to either craft or improve weapons and armor. Smelting, tanning and cooking are also a part of this mix as well: Smelting is the skill of turning raw mined mineral ores into usable ingots for smithing; Tanning is the process of drying animal hides to make leather strips, useful in creating or improving armor and weapons; Cooking allows players to turn otherwise minimally useful food ingredients into much more beneficial meals.

Melee attacks can be performed using either two or one-handed weapons. Blocking reduces damage and allows for the opportunity to bash an opponent with a shield. Archery is also available for some ranged attacks, as is quite a bit of magicka. Each race also has a distinct magic-like power ability; only one power may be equipped at a time. For instance, a Nord power is to frighten enemies away for a while. New to the series is the Shout ability, which is a special power based on Dragon language. These require a special set of circumstances to unlock: first, the ancient words must be learned from Word Walls hidden all over Skyrim; secondly, they can only be activated by acquiring a dragon soul (from slaying a dragon).

As before, there are several groups, guilds, and the like that the player may encounter and join, each with their own advantages or disadvantages, each with their own views on the current events of the world, and each with their own quests. The abilities to become a werewolf or vampire are also present and have been somewhat streamlined: for instance, sunlight is not instantly deadly to vampires, and lycanthropy can be spread around.