There are a few Not!D&D games out there if you can cope with a same-but-different rules set. Actually, there are a lot, considering D&D-esque means:

- six attributes (Strength/Might, Finesse/Dexterity/Swiftness, Constitution, Wits/Wisdom/Perception/Guile, Intelligence, Charisma)
- class-focussed systems
- key to late game is covering your vastly OP spellcasters with your meleers
- some "alignment" choices
- RP interaction with your followers