lyonstudio said:
What are some other systems (non d20) out there free or out of print of even in print that are innovative yet simple and elegant in their mechanics with a good but not overly complicated combat and magic system.
Reading this, I was reminded of Ars Magica 3rd Edition. It has an excellent yet fairly simple and elegant magic system, and a simple but effective combat system (although it could use some tweaks). The game is very different from D&D, although I wouldn't say it's "innovative", and it does have farily complicated mechanics for character advancement (but I like them nonetheless, and they're fairly elegant once you get to know them). It uses armor as damage reduction, is a game of playing powerful wizards but in a fairly low fantasy setting, it is based on a skill system much like the d20 System skills except using d10s. It's combat rules are simple, not allowing too much for strategy, but do allow to parry, feint, and so on; with a supportive DM, their very simplicity can allow good tactical fun, but this will require DM ad hoc decisions. It is long out of print (ArM is curently in its 5th edition, which is less elegant and has a more complex magic system IMO, although it's a much better game IMO too; ArM 4th edition is available for download for free, but is anything but simple and elegant.)
ArM's fun is in its immensly flexible yet simple magic system, allowing you to weave any spell on the fly. It's simple combat mechanics make sense, and with an inventive player and supportive DM ad-hoc modifiers can be used to create dramatic battles easily - although magic will tend to steal the show. Its character advancement rules are a bit complex, but elegant in their way and make a lot of sense (you increase specific skills by - ghasp - taking time to practice, learn, and excercise them!). And the whole game is in medieval Europe: the demons are the real demons, not the pale D&D copies, the Unsselie faeries are horridly inhuman in ways an Elf will never be, and when you save a kingdom you save France, not Cormyr... it all has greater meaning, depth, and impact.
ArM is certainly not d20 Microlite or d20 Modern or Warhammer. But it's the only non-d20 game I have any familiarity with, and of ArM's editions that I am familiar with ArM3 seems to best fit your criteria. (Although again, I consider ArM5 better for myself - more elegant, consistent, and flavorful - but also more complex.)