Desdichado
Hero
A bit of Warhammer 2nd and Exalted. For Warhammer, frankly I like the conceit of the setting itself more than the rules, and I'm not familiar with the 3e rules at all. But I'm more likely to borrow from the setting rather than use it strictly as is. Someone once said (maybe Piratecat, although I'm not sure) that WFRP is the game where you start out thinking that you're playing D&D, but realize before too long that you're actually playing Call of Cthulhu. That conceit appeals to me greatly, but I'm still not in love with the system itself; I'd rather apply that conceit to another system.Of the games you mentioned, I have Warhammer 2 & 3, Runequest (2E) and Exalted (2E). Have you had a chance to play any of the above games and if so, what was your opinion of them?
For Exaclted, I had a good enough time, but I'm not really that much of a animephile to have really loved the conceit of that setting either, and after years of fooling around with Werewolf: The Apocalypse I've come to rather dislike the Storyteller system (and dice pool systems in general) as well.
I mention them only because they're big names in the "not-DND fantasy" rather than because I love them myself. Personally, I'd rather heavily houserule 3.5, d20 Modern, or Pathfinder to hammer it into a system variant that supports a similar conceit to that of WFRP.
For what it's worth, in many ways Midnight is already a pretty good system variant on D&D for that goal as well.