yeah, i found dnd to be a numbers game, and unfortunately because of that things get very unbalanced, and players generally seem to always try to play to the numbers and not roleplay. it's easy to learn and understand, which is why i think it's a good starter rpg, but when it comes down to it, i find most people are never 100% when it comes to roleplaying, so any way the game can help out with how actions are resolved or combat happens it'd a benefit to keeping things feel more novel-like instead of math... for instance, i went from DnD to Iron Crown Enterprises works, Harp, Rolemaster, Middle Earth RolePlaying and having a combat result of "wind knocked out of you" vs "2 hits" just seemed more useful to me...

I've progressed to Fate, which is FUDGE based... and goes a lot further, basically removing much of the structure of attributes/skills/magic and replaces them with a single template... I think its a very interesting concept, and would work well for a GM like me...

That being said, any system can be amazing with the right GM, but I find there are other systems out there that are usually better suited to making us mediocre GM's a bit better than DnD has ever been.

(GM = DM for you DnDers)