I'm looking for a completely passive lvling system that uses all the skills. I guess it would be best to describe exactly what I'm looking for with an example. You start a game and pick Nord. The attributes I'd like to be determine by the values of the three skills each one governs. Luck would be the average of the other seven. The equation for the attributes at this point would be... 25 + ((Skill1 + Skill2 + Skill3) / 3) * .75 So even if all skills are 5 then your attribute that governs those three skills will have a starting value of 28. As it is right now, the lowest starting attribute value for each race is 30. So once you have the nord (not yet have birthsign and class) your skills and attributes should be... Str = 33 Blade: 15 Blunt: 15 H2H: 5 End= 33 Armorer: 10 Block: 10 HArmor: 15 Speed= 28 athletics: 5 Acrobatics: 5 LArmor: 5 Agility= 28 Security: 5 Sneak: 5 Marksman: 5 Pers= 28 Merc: 5 SCraft: 5 Illusion: 5 Int= 28 Alch: 5 Conj: 5 Myst: 5 Will= 29 Alteration: 5 Destruction: 5 Restoration: 10 Now we have the birth sign value. If you don't choose a birth sign that adds to attribute value then the value will be 0. The new equation is.... 25 + BirthSign + ((Skill1 + Skill2 + Skill3)/3) * .75 So I choose the Warrior for a plus 10 to str and end. The new stat values and skills are..... Str = 43 Blade: 15 Blunt: 15 H2H: 5 End= 43 Armorer: 10 Block: 10 HArmor: 15 Speed= 28 athletics: 5 Acrobatics: 5 LArmor: 5 Agility= 28 Security: 5 Sneak: 5 Marksman: 5 Pers= 28 Merc: 5 SCraft: 5 Illusion: 5 Int= 28 Alch: 5 Conj: 5 Myst: 5 Will= 29 Alteration: 5 Destruction: 5 Restoration: 10 Now it's time to pick/make a class. I'll make one. Spec in combat so a +5 to all combat skills Fav attributes will be str and end so a +5 to each 7 major skills that will get a +20 each I'll pick Blade, Blund, H2H, Block, HArmor, Armorer, Restoration So the new equation is... 25 + race modifier + class modifier + ((skill1 + skill2 + skill3)/3) *.75 Skill# = 5 (base) + Race modifier + Class modifier The final values when you leave the sewer will be.... Str = 67 Blade: 40 Blunt: 40 H2H: 30 End= 67 Armorer: 35 Block: 35 HArmor: 40 Speed= 30 athletics: 10 Acrobatics: 5 LArmor: 5 Agility= 28 Security: 5 Sneak: 5 Marksman: 5 Pers= 28 Merc: 5 SCraft: 5 Illusion: 5 Int= 28 Alch: 5 Conj: 5 Myst: 5 Will= 35 Alteration: 5 Destruction: 5 Restoration: 30 Yes this will mean that by the time all skills are maxed, because the birth sign increased str and end by 10 and picking them as fav attributes increase them by 5, they will max out at 115 while all other skills are 100. Luck would therefore become 104. I've thought about it and having the char lvl be based on any of these values will mean that you could leave the sewers with already a couple lvls. I feel that these bonuses given to both the attributes and skills are meant to be free points independent to lvl. So there are two options that I think would work. 1. A bit extensive way but getting to know the different quest lines (main quest, fighters guild, etc.) and where they take you, you could effectively section out the map and base the lvl of mobs, gear, etc. completely on their location in the world. A bit more traditional RPG style setup. Then HP, MP and Fatigue can be calculated on the value of the attributes and actual char lvl can be done away with entirely. 2. Leave the char lvl there but involve all the skills. There are 21. Since the game has it so 10 increase of 7 major skills increases lvl by 1, it would be 30 increase of the complete 21 skills will increase lvl by 1. HP, MP and Fatigue should still be calculated based upon attributes (bonuses like enchanted gear and magic spells add to this base). The means your lvl then simply dictates things like availability of quests, lvl of gear found, lvl of mobs, etc. Also the lvling should just happen. No screen, no resting, not even a message saying you are lvl 2. Well, a message saying I gained a lvl is fine. I know, lots to read but I wanted to be specific so there was no misunderstanding. If anyone out there has used a lvling mod that you think comes close to this, plz link. I've read up on 1 or 2 so far that seem to come close but first hand experience would be much appreciated. Thnx.