Apocalypse World tries way too hard to be dark/gritty/edgy to really hit that niche, but there is a DnD themed rework of it called Dungeon World that might get close. Not really mass market, but maybe appealing to someone who's felt disappointment with d20. Main site: http://www.dungeon-world.com/ Creative Commons Book Online: http://book.dwgazetteer.com/index.html Both games' rulebooks say the following near the front and then spend the rest of the book trying to drill it into your head: Playing Dungeon World means having a conversation; somebody says something, then you reply, maybe someone else chimes in. We talk about the fiction—the world of the characters and the things that happen around them. As we play, the rules will chime in, too. They have something to say about the world. There are no turns or rounds in Dungeon World, no rules to say whose turn it is to talk. Instead players take turns in the natural flow of the conversation, which always has some back-and-forth. The GM says something, the players respond. The players ask questions or make statements, the GM tells them what happens next. Dungeon World is never a monologue; it’s always a conversation. The rules help shape the conversation of play. While the GM and the players are talking, the rules and the fiction are talking, too. Every rule has an explicit fictional trigger that tells you when it is meant to come into the conversation. Like any conversation, the time you spend listening is just as important as the time you spend talking. The details established by the other people at the table (the GM and the other players) are important to you: they might change what moves you can make, set up an opportunity for you, or create a challenge you have to face. The conversation works best when we all listen, ask questions, and build on each other’s contributions. Quoted text is by Sage LaTorra and Adam Koebel; Creative Commons Attribution 3.0 Unported License That ethos combined with ease of play (i.e. character sheets contain the moves for that class on them for ease of lookup) appeal me a lot more than microlite did when we gave that a shot. I haven't gotten the chance to run it yet, but the play session I've seen online seems to back that up.