So, in the game I'm currently working on, I find myself at a crossroads. Levels. I'm inclined to do away with them entirely. Let me explain: The protagonist of the game is a thousand-year-old witch straight out of legend. The antagonist is as well. The other party members are normal humans, but all of them are highly skilled in their chosen fields. Basically, for story purposes, these people might as well be the medieval Avengers. The game is relatively short, and very, very character-driven. Finding out the characters' backstories and exploring how they all got tangled up in the mess their currently in is what I'm hoping the player will be most interested in. As for the actual plot, it's relatively simple. The antagonist is doing a Bad Thing, and our heroes are trying to stop them. There is no, "HAHA YOU'LL NEVER BE STRONG ENOUGH TO DEFEAT ME~" moment, no we-must-assemble-the-macguffins-of-strength-to-have-a-hope-against-this-foe. The heroes could defeat the villain from the outset. The trouble is catching her. The villain spends most of the game two steps ahead of the heroes, and much of the plot is involved with trying to figure out what the hell she's actually trying to do (and then how to head her off). Once that happens, there are a couple moments of "Haha, you can either fight me, or you can save these innocent kittens. I am clearly getting away scott free." I guess what I'm trying to say is, I can't justify in the story the heroes getting much stronger over the course of the plot. Now, that's not to say they don't learn a few new tricks on the road. The way I've got it going, our witch protagonist is under a nasty curse which severely limits her power (and conveniently puts her on about the same level as the normal humans she's running with). At the start of the third act, she loses the curse and gets a huge MP boost. Gameplay wise, there are a couple of spells which the player wouldn't have had nearly enough mana for until then, that he can suddenly perform (albeit only once before running out of magic). The swordsmen pick up new tricks from talking to other, geographically distant swordsmen of their caliber. The healer develops a counter for a previously-unknown (or rather, forgotten) curse used by the antagonist. You meet a master smith at one point who forges you some new weapons and armor. One of your mages can learn to enchant it (they don't start off very good at it - but with practice they'll get a lot better). Ancient magical artifacts, most of which still work, are found while chasing the villain. A mage in another city can (given time and money) repair the artifacts that don't work. Raiding the villain's lair gives access to her research notes, giving your main protagonist a couple of new curses, and giving the party some plans for artifacts to take back to the previously-mentioned repair-mage. As for enemies, I'm trying to make them logical. The giant spiders in the forest? You can one-shot them from the beginning. They're no threat at all. The only thing that makes them a problem is their sheer numbers. You have no healer yet at that point in the game, and you're probably not rolling in gold to spend on potions. So you have to think carefully and try to sneak by a lot of encounters, or wait to explore the forest thoroughly until you have a healer. You can't just run around as you please. The demons attacking that town? Yeah, it's a good thing there's only a handful of them, because they're hella tough. Figure out their weak points now, because you're going to have to deal with a lot more of them when you invade the villain's lair. Of course, her research notes will provide you with some tips. Areas that are infested with monsters (like the above-mentioned forest) require planning to navigate safely. You can't just level grind and come back later, so it forces the player to think about what they're doing. Of course, balance is going to be very, very important with this system. But, if it's balanced well and you're not just spamming one skill forever, what would you think about such a system? Do you think it would be too boring? Or, combined with the fact that there's not a huge amount of combat to be had, do you think it would be refreshing to not have to worry about levels?