God damn it, why didn't I think of that? Earthdawn very much hits the same buttons as D&D, though in a somewhat different order.
The game has classes (disciplines), levels (circles), different types of magic, characters getting seriously more powerful as they get experience, and amazing loot. The setting is sort of post-post-apocalyptic, much like many D&D settings (there has been an apocalypse, but it was a while ago and things are rebuilding). Basically, when the magic level in the world gets too high really nasty things start showing up, so lots of people hid in underground complexes for a few generations to wait it out, and about a hundred years ago things started getting more or less safe again. But a lot of those underground complexes failed, and have turned into death traps filled with amazing loot.
The class/level/powers system works in reverse to D&D. In D&D, you get XP, which makes you level up, which makes you more powerful. In Earthdawn, you use XP to improve your abilities and when you have improved them enough you can level up which unlocks new abilities.
There are 4-5 different editions of Earthdawn, depending on how you count (basically, there are two different second editions). There's more support material for the older editions, but I think the 4th (most recent) is probably the strongest mechanically.
Oh, and the original version was designed by one of the best game designers I know, Greg Gorden, who designed the James Bond RPG, DC Heroes, TORG, and co-designed WEG's D6 version of Star Wars.