That would be fine, if it weren't for, you know, the limited number of levelups and the fact it takes so long to get a levelup, and the fact that your stats only increase with levelups? If, say, you got a +1 strength every time you increased a Strength-based skill, that would have been fine. You could practice the things you want to practice to raise Strength. But this whole "Choose 3 stats to increase at levelup" was a bad system because it was very difficult to control levels the way you wanted. If you ran out of levelups, and you raised, say, Illusion magic from 10 to 100... you gained zero intelligence points for doing a lot of magical study. So... you did all that magical study and didn't get the least bit smarter? That's why the system fails. Or hey, let's use your strength example. Let's say you max your levels out and you end up as an agile thief with some decent intelligence. Then you decide to grab a heavy hammer and swing it around and level your Two-Handed Skill from 10 to 100... Guess what? You won't be any stronger at the end of it than when you started. All of that physical workout, and no Strength gains to show for it. There are no strength scores, so it's all about your skill in weapons. Nobody is saying you gain muscle mass, the game merely assumes that the Dragonborn Hero has average-to-high attributes in all stats. So every Dragonborn is decently muscled and reasonably smart. Have you ever wandered around Skyrim enough and noted how every Nord is ripped? Everybody in that game is ripped. It all comes down to your skill in said weapons that makes you stronger. It isn't that you get stronger muscles, it's that you get more effective with how you use the weapons. Not everything has to be Dark Souls, you know. Some people to just play a game and enjoy it without being challenged to "TEH MAX" full-time. If I wanted Dark Souls, I would play Dark Souls. Maybe I'm not there for the challenge, but rather to have a nice adventurous time? I don't like feeling like I'm near-death constantly. RPG does not have to equal Survival. EDIT: Another way you could do the Morrowind System and do it better: 1). A skill gives you a +1 to a stat, assuming the skill is higher than the stat. For example, if you have 26 Strength and your 1H Axes is 26, and you gain a 1H Skill, you now have 27 1H Axe and 27 Strength. If you have 27 Strength and 18 Block and you gain a Block skill, your strength will not increase. If you skill 2H Blunt up to 27 and then gain the 28th level, you will get 28 Strength. 2). Place hard-caps on all attributes at 100 for balance purposes (no more 1,000 acrobatics allowing you to jump over mountains). 3). Allow temporary buffs to give up to +50 for a maximum of 150 in any stat or skill. Again, no "jumping over mountains" or "running faster than the speed of sound" or what-not. 4). Tie HP, Magicka, and Stamina to stats: Magicka is Intellect-based, so that each point of Intellect, you gain, say, +10 Magicka and HP would be tied Vitality or whatever that stat was called, and Stamina would be tied to Strength in the same way. 5). Lastly, get rid of the Levelup system altogether.