I've always liked the way JRPG's try to mix up leveling mechanics. Western games always just slightly bump my stats and ask if I'd like a perk or power. I know the effect on game play is functionally identical, but I've always been a fan of the FFX sphere grid or the Crystarium in FFXIII. It was just cool seeing the possibilities laid out for you to see and slowly activate. But I like finding new stuff I haven't seen before even more. What are some leveling systems that you thought were awesome?