1. It's half-baked. To be fair, 2 out of 3 Dark Souls games are and this is a very stale criticism of the game. DS2 is just special in that it's half-baked all the way through till the DLCs (even then, the DLCs have some of the worst areas in the entire series in their side areas) unlike DS1 just having a drop-off where you can really tell the difference in quality. SoTFS didn't really fix this. A lot of people will point at the connection between Earthen Peak and Iron Keep as being pretty bad, but I'll do you one better. Get to the Old Cathedral in Heide's Tower of Flame, and look back towards the Majula entrance to the area, and you'll get this really awful Truman Show moment where you realize you're inside a dome when you see how low quality the big Majula death counter statue that's painted onto the skybox is.
2. Very unconfident design. Things like enemies disappearing after a certain amount of rests and kills which leads to DS2 having both the hard and also least difficult areas in the game depending on how long you're willing to sit around to depopulate. You'd think it's an anti-farming thing, but then you can just turn infinite respawns back on with Covenant of Champions, which you can then leave freely. Soul Memory is the same way, with the Agape Ring completely negating this anti-twinking measure. It all feels very self-serve and without much intention behind it. Speaking of which...
3. The addition of respeccing stats into the series. This is a point I expect disagreement on, but the more RPGs I've played, the more I've come to see leveling progression mechanics as really just time wasters with very little thought required from the player or developer. At the very least, DeS, DS1, and BB could have ramifications early on about how you spent your levels in terms of difficulty, but it never really made pushed you too hard in thinking about it and in general the idea of having a build limited to a level cap is entirely a community thing that the games have never done anything to support, meaning there's always been zero reason to not go to levels where the concepts of build stop mattering outside of online interactions, which the games would eventually do away with with password summons (the early concept of which was introduced in DS2). The early respec available in DS2 meant that the early levels mattered even less. The only thing to keep you thinking about the leveling system in DS2 is that...
4. Many stats are terrible. The amount worth investing in beyond the bare-minimum are pretty low. Dexterity and Strength scaling for many weapons in this game are very poor (we will get into this later). Stamina is not worth investing that much into either due to weapon balancing and shield balancing (we will get into this later). You don't need that much health, which is actually fine by me. Vitality directly nerfs one of the best rings in the game and heavy armor and weapons are terrible (we will get into this later). You're only left with Intelligence and Faith worth hitting even the soft caps for in terms of damage stats. For Attunement, you only need the minimums for what you want to cast. This leaves Adaptability as one of the few other stats that you'd want high, which people would argue against to make it seem like it's not a tax stat. Sure, you can beat everything with base agility, but why would you ever do that when it's one of the only stats worth investing into in the entire game? Rolls with Bloodborne levels of I-frames are always useful, and there's basically nothing else even worth putting that many points in.
5. Weapon balancing is atrocious in a uniquely DS2 way. I won't tell you about how Rapiers are the best, because if you've stuck through the autistic rant this long, you most likely are interested in these games and already know that. I'll tell you why everything else is worse. We'll start with how bad Dexterity and Strength are. If you don't know, a weapon that doesn't receive a scaling higher than 100% in that single stat is always better infused with an element, status, raw, or mundane. Always. Even with certain weapons that do have over 100%, they get outdone at higher levels due to not having it too far over 100% (like, for instance, 105-115%). Zero Dexterity weapons go above 100%, with the highest scaling ones all capping out at 100%. Only a handful of Strength weapons go above 100%, most only slightly, and the highest Strength scaling weapon in the game being a Great Bow in the third DLC sitting at 165%. Split damage is also much more manageable in this game due to many enemies and bosses not having great elemental resistances. On top of that, you'll always get higher base damage due to elemental infusions adding a ton, which works great with weapons that have large counter damage since it effects every weapon and damage type now (though thrusting weapons still have exclusive access to Leo Ring and Piercing damage is the best physical damage type) and is very easy to access since counter hits happen during start-up, attack, and recovery frames unlike in DS1 where it had to be during the attack and only for thrusting weapons. Sprinkle being able to buff infused weapons and buffs getting better with infused weapons, and the results were pretty bad for balance in terms of infusions. Even if infusions for physical stats existed like they did in DS3 and DeS, it wouldn't have solved the rest of the issues. Lightning is the best elemental infusion as many things are weak to it. Dark comes in second for being fairly neutral and Fire last for niche uses. Poison is great for things it can effect and bleed is almost entirely worthless except on Forlorn weapons because it gives them better Dark damage than the Dark infusion. Raw for Santier's Spear. Mundane is only good for making shit weapons like Ladle and Broken Straight Sword useable rather than complete garbage and even then Mundane builds nerf one of the best rings in the game due to needing Vitality. You know what else needs Vitality? Heavy weapons. They're also in the game that has one of the worst stamin regen rates while calling for more stamina usage per swing, requiring the highest stat investments on average, being slow, typically having terrible counter damage (except for lances) and adding the most weight which also nerfs stamina regen due to equip load having a negative effect on that. Invest in vitality to help offset that penalty? Nerfing the one of the best rings in the game. Stagger is also less of a huge benefit due to Stone Ring (which is so incredibly broken and is also one of the first rings you can get) giving every weapon half a Great Hammer's poise damage on every hit no matter their speed. They also have slower backstab speeds. It also doesn't help that heavy weapons want...
6. Heavy armor, which sucks. Physical defenses in this game are flat while elemental defenses are percentile. It's like 1 point of physical defense per 5 listed on the armor. It's really bad. On the other hand, light armors boast amazing elemental defenses and can actually carry you over 999 in any single element, giving you outright immunity to that element. They don't mess with your equip load, and thus stamina regen and roll distance, too much either. Poise is also not worth for this reason, as you're likely to lose a lot of trades any time you engage in them due to terrible physical damage resists, and passive poise is heavily nerfed in this game compared to DS1. It exists, unlike DS3, but it's really only harnessed with hyper-armor frames like DS3.
7. Shields are also getting shit for the same reasons of being Vitality and Stamina intensive. Especially in the DLCs where you'd need to two-hand Havel's Great Shield just to not get instantly guard broken by a single attack from some of the bosses.
8. So, if that's all bad, what is worth equipping? Straight damage rings. Flynn's Ring is the one that gets nerfed by investing in Vitality, by the way. It gives 50 extra physical damage, which doesn't sound like a lot until you realize that physical scalings are bad and fast weapons with high counter damage and infused with an element are the best. Then it's quite good. The rest of your rings will be Ring of Blades +2 (free damage, no downsides or extra requirements lol), Leo Ring (free damage on the best weapon class, no downsides or extra requirements lol), and then Stone Ring or Chloranthy Ring depending on if you're going through the level and fighting mooks or are fighting the boss. Casters are basically the same in terms of stringent ring use, with using the cast speed, elemental clutch, and attunement ring. They added two extra ring slots in this game and somehow managed to only have 1 ring slot being worth playing around with and only on casters. In the same vein, unless you're a caster (Lion Mage Cuffs or Prisoner's Manacles), there's basically zero reason outside of fashion to not equip Engraved Gauntlets because nothing spells balance better than random crits being added by a single armor piece. The rest of your armor is elemental defense and then whatever head piece gives the most spell uses (Crown of The Iron King since it's technically unlimited). Flex to one of the curse immunity head pieces for the instances you need them in the Old Sunken King DLC.
9. Fighting groups of enemies is uniquely difficult. For starters, back stabs are very bad in this game. They have start up times and a really awful whiff animation. What really sucks is that in terms of damage, large weapons are the best at backstabs due to overall AR being the best for the damage (mind you daggers used to be really good for it and then were nerfed heavily) but have the slowest start up times. This means using backstabs as grabs for i-frames to be safe in the middle of a group is a lot worse. Passive poise won't save you in a group, and heavy armor can't be used to tank the damage you'd take trading with. Yes, there're regular enemies you'll be trading with because certain enemies won't even stagger to great hammers unless you have Stone Ring on. On top of all this, if you don't invest in i-frames, you can't even reliably roll through all those overlapping attacks. It's what make cheesing with bows and ranged spells so powerful. Not that they're not strong in the other games, but that dealing with groups is such a pain in the ass compared to DS1 or DS3. It's what also makes the ganks so much less tolerable than they are in DS1 and DS3 and is why they're complained about so much in this game despite it not having much more instances of ganking than the other games. They tried to lazily nerf the projectiles in the DLCs by adding a 50% damage resist to all enemies from projectiles (and also nerfed spells that barely counted as projectile cheese like Dark Storm which didn't go far at all), but the sheer utility of pulling aggro and picking off enemies is just too great that it taking longer didn't matter. It doesn't help that...
10. Movement is locked to being 8-directional unless modded out. Your spacing and movement is so imprecise compared to the rest of the games, despite this game supposedly being the one where spacing matters the most (hint: due to agility allowing you to use the much more reliable rolls it isn't, but DeS actually is). It's also the most noticeable and immediate ick the game gives off and it really is your first warning that the design of this game is off.
I could go on other stuff like jank hit detection on grabs, jank hitboxes, bad levels, etc., but I wanted to give fresher, more insightful criticisms that I don't see talked about often.