the story line is more complicated
the interactions with party members is better because of the influence factor and the fact that your main character can train all but five of them to be jedi or sith and you get there is a total of 12 characters you can get but one you can only get if your dark side and some you can only get if your female and some you can only get if your male
there is no level cap and the new powers are awsome and so are the new lightsaber colors
colors are red, blue, green, yellow, violet, bronze, orange, cyan, viridian, and SILVER
the jedi and sith robes are better because they are flowing
if you choose the dark side you can see it in your character and party members apperiences
and that is so cool my character has grey cracked skin and yellow eyes
one of my female followers has white hair and black eye brows and black lips
there is a wookie and he is evil very evil
you can also become a pestige class half way through the game and can become a sith assasain, sith marader( basically a sith weapon master), or a sith lord and if you choose the dark side you can corupt your party members like right now i have all of my members dark siders