If you play dnd like #2, the solution is a new gm/group, not a new rule system... that said, I'm not a great fan of level based games, and really do like White

If you play dnd like #2, the solution is a new gm/group, not a new rule system... that said, I'm not a great fan of level based games, and really do like White Wolf's Storyteller-system. (vampire the masquerade, mage the Ascension). But like with any other rules I've seen - it requires some discipline and agreement to not stray too far into the rules part. Rules are just guidelines that help avoid the worst of: "Bang! Bang! You're dead!" ; "No, I'm not! You missed!"... No rpg rules are complete enough to form a full simulation - any attempt to do so will likely sap fun out of the game. They're just a helpful frame of reference.