The main plot is bad, and it takes 20+ hours to care about the cast. Not to mention the ending is terrible. The game's plot peaks at Chapter 7 and 8 and then proceeds to spiral downward as each new plot twist seems to dumb down the moral complexity of the game into a boring good old fashion Good Vs. Evil. The story NPCs are completely wasted on this game.

The Upgrade system is hindered by having the items needed to upgrade also being your gil and furthermore the majority of item in the game give you crap for gil and enemies never drop them in bulk. This leads to the system not really opening up until Chapter 11 (practically the last 10% of the game) when the game gives you Mark Hunts that are kind enough to give you expensive items. You just reach a point where it becomes obvious the only way to get the necessary items to upgrade is by buying them in bulk cause the game constantly fails to provide enough materials that are worthwhile.

I wish there character stats were not so streamlined and that Paradigm Roles reflected the stats they need so I could actually have real customization options as opposed to the illusion of such. I just wish it wasn't purely skill based.

The dungeons are boring. Pretty but incredibly boring and overly simplistic. Consequently I will also point out the game lacks any form of immersion into its world, I never once cared about Cocoon cause it simply never felt like it existed for me. It was just a place that had one road after another with brain dead NPC occasionally popping up to due nothing relevant not even create the illusion of terror or any other form of human emotion. Gran Pulse feels a bit more realistic but suffers from being terribly empty and stale at times.

Stealing the MegaTen rules about party leader death. You know what? This works in MegaTen cause the game is based off a elemental/weakness exploitation system and your party leader can be equipped in such a way where they are invincible to such weaknesses, drastically reducing party death. XIII does not have this feature and enemies like AoE... so yeah. I can't tell you how obnoxious it was to get a game over cause I'm playing as Hope or Vanille and its because only they died while the rest of my party is fine and I have 20+ Phoenix Downs. This was a very bad move created to give the game a bad difficulty increase.

EDIT: I also forgot to mention the Data Log which constantly told the story better than the cutscenes and dialogue ever did and even had problems of revealing plot elements before the game did or even some plot twists the game only hinted at but never said.