I will always suggest my favorite system, Anima: Beyond Fantasy published by fantasy flight games, but I will try and justify how it can fit your needs. I apologize ahead of time for rambling/ranting about my favorite and (I find) under appreciated system. A system that is gritty (one arrow can kill even a "high level" character). Well, this system can definitely have that happen. Defense and attacks in this system are active (each party rolls dice), with ability and some special powers directly affecting the damage capability of the weapon/spell. Thus, a single arrow from a powerful character can instantly kill a character with similar ability if they botch their defense roll or the attacker plans ahead / situates himself. Additionally, health pools in this system stay relatively low for non JRPG battle sponge style monsters, to facilitate this. A system that allows a player to be a caster AND a fighter AND a rogue AND a ... (flexibility) This system uses a number of point costs that translate into abilities based on class chosen. Therefore a wizard can still wield a sword effectively, they just spend more points to do it (double I think in that specific case). There are also hybrid classes for most pre-defined combos, the freelancer class (average at almost everything), and nothing stops you from just tweaking the values to make your own class. Additionally there are advantages/disadvantages that allow for even the most bland of fightery types to have flavor and uniqueness (or more stats). NOT Vancian magic (ghastly magic system - uhn ... I just threw up in my mouth a little) I know that feeling sometimes (though it does have it's place for strict balancing). In A:BF , you accumulate a resource called zeon (essentially mana) with your turns (and modifiers) to launch spells. Nothing stops a wizard from preparing 30 spells in advance (other than the visual side effects) and unleashing all holy hell in 1 turn of badass-magickry. However zeon returns slowly so most mages find themselves drained for about a week to a month depending on build after that scenario. A system that allows for POWERFUL magic without ridiculously high skill costs, character point costs, or fatigue costs (GURPS). {I don't mind fatigue costs - but when 1 spell uses ALL of your FP ... and its a "low level" spell, well, that's just silly}. In this system, mages only require a moderate amount of INT to cast most spells at least at base level, and they scale up to redonkalus levels. There are also no 'skill' requirements for spell use (unless you take the disadvantage), but a mage will have to specialize in spending their development points towards magical areas so that they can cast and hit reliably, depending on build (can elaborate further if you need me to). There are also psychics and summoners, as well as Ki (think DBZ without the hair) that allow almost every character to live out the awesome feel of being high level and able to do something cool. I've been told it's less extravagant than exalted, but I've never had the pleasure of using that system. NOT stupid rules intensive that has thousands of modifiers and hundreds of tables through dozens of books (GURPS again). Ehh.... you may have me here. The books are originally Spanish, and FFG hasn't done the greatest job in translating them consistently... There are errata's, fan corrections, balance concerns (damn psychics) and misnomers/mistranslations that make it hard to keep things straight sometimes. There are also quite a few tables for situational modifiers in combat and how things interact. The core book is perfectly fine in terms of rules and balance, but once you get the expansions for the core systems, things get a bit inconsistent and wacky. However, there is a very fantastic community of which I am a part of that tries to eliminate the shortcomings of the system as best we can. Additionally after you get through the initial hurdle of how the system plays (even with the expansion books), you can simply have people stack their modifiers on their end, tell you what they are doing, and roll. You then compare this to a difficulty or someone else's roll (mostly the latter for combat) and do some math. Most of the time it follows common sense (unless your a psychic) and improvisation is really easy I find. a bestiary or monster manual type catalogue of random beasties so I don't have to spend a few weeks designing beasts for random encounter tables, etc... There is a bestiary expansion, which contains many monsters from silly fire salamander level 0 guys to world ending 'jesus why do you do this to me' bosses like Omega (note his entry is like 4 pages by itself... ech). You can also build monsters relatively fast in this system (i have it down to about 20 minutes if i have a solid idea for it) since attack/defense (or your magical equivalent) is a primary point sink that allows you to get balance for a fight out of the way and get to cool powers like flight or camouflaged/automatic attacks. Again if any of this needs elaborating, even if its already in the 'noooooooooooooope' category, i'd be happy to fire off PM's or other posts about mechanics / feel / whatnot. Sorry if this is a bit too long and I hope you find what you are looking for in a great system, and that I can help narrow that at least ;)