Ok, some background. When you do melee damage, you deal weapon damage + melee power, which is roughly 1/3rd of your burliness. This means that in general your melee power is 2/3rds of your character level, if you are playing a melee type. Weapons generally deal 2-10 damage, with the best weapons topping off at around 30. If you use a weapon and shield, you'll eventually get ~10% block increase, and ~5 armor absorb. Unfortunately, if you dual-wield you will deal twice as much damage - because in addition to another ~30 damage weapon, you also apply your melee power again! This makes dual-wielding much, MUCH better than using a shield. If you factor in the counter-chance granted by dual wield, it's even further afield. Dual-Wielding is so good, it pretty much ruins the game for melee builds. If you balance the game for a single-wield character, a dual-wield character will almost certainly be overpowered. If you have points invested in the proper weapon type(s) you're also doubling your damage and stat bonuses from those points. The final insult is that Dual-Wielding doesn't even require a single point investment to do all this. I think two fixes would really help to bring this skill back in line: 1 - Apply your character's Melee Power only to your largest damage type, between your two weapons. Enemy's Armor still applies to the two biggest damage packets, as normal. This will mean that your second weapon does less and less damage as your fight enemies with significant armor. 2 - Have each level of Dual-Wield add +3, applied only to your secondary weapon. This would make points in Dual-Wielding roughly equivalent to points in your weapon skill. If you max out dual-wield, you would get an effect similar to what you get now with just the initial point.