Games that have an awesome level up system?

[EventHorizon]

What are some games that have an awesome level up system?
-Please don't list any "freemium" games, ie clash of clans, dragonvale...
-Please list what leveling up gets you in the game.

Battleheart-This one is obvious, leveling up unlocks new special abilities, and makes your characters more powerful.

Knights of Pen and Paper-great game, leveling up just increases the power of your character as well as letting you choose which move gets the boost.

Dragon Island Blue-Leveling up is the same as in pokemon, power boosts each time, leading to an eventual evolution.