I didn't vote, as I prefer a system that has both. Levels are basicaly a means of keeping track of overall character power / ability while also directing it towards certain areas so as to keep an overall sense of balance. I would like a system that has levels, but upon gaining a level one basically gains skill points in various categories, based on class level. So a fighter gain combat skill points, casters gain magic skill points, and experts gain general skill points.
To make it more interesting, state that language, knowledge, etc are separate categories, and differing classes might get more in one than another. Finally, finish it all off with xp gained through skill usage. Using 2d10 - so that 10 / 11 are common while 2 / 20 are rare - have perhaps 1 xp gained for 8 - 9, 2 xp gained for 10 - 11, 3 for 12 - 13, etc. Each level would have to require a set amount of xp (perhaps 1000, or maybe only 500 or so), as raising ranks would decrease what was needed for success until no xp was gained for attempting a task too easy.
Finally combine it all with a Wound / Stamina system where Wounds are based on Con and Stamina on Str - removing HD from the equation. If mana is based of Cha, and bab / def / caster level are replaced with skill ranks, then suddenly you have a quasi-levelless system that still has levels due to the timing of allotting skill points and classes due to where said points are allotted. Allow a double Int bonus as skill points that can be placed anywhere and a minimum of one skill point in every field every level, and you have plenty of versatility. Allow feats every other level, with liberal use of feat chains (or something like what is in Iron Heroes, perhaps). The odd levels out would receive Talents, which could be used to gain the various not-quite-feat abilities (Aura of Courage, Evasion, Leadership, etc). Oh, and I would throw in something akin to armor as DR, as the skills Dodge and Parry allow one to avoid (or deflect) an attack. Armor eats up part of attacks that get past whichever of these is used (as a contested combat roll against the foe's weapon skill roll).
It would be a (much much) more complicated system, but it would be very interesting and a little more realistic, I think. I've tried to create such, but the magic skill part is difficult to create and even harder to balance (using something vaguely similar to EoMR with casting DCs, mana points, and wild magic effects for failed rolls thrown in - as well as my own version of an elemental system). Determining feat / talents and whether or not they should be separated by type (combat, casting, general) and whether class gained feats should be limited to a type can also be difficult. In the end you really, for base classes, have to use generalities (warrior, caster, expert) or perhaps mixes of them (warrior-caster, caster-warrior, expert-caster, etc, each with its primary and secondary focus). I haven't even attempted a stab at creatures yet, but I would treat that a little differently also. I would have to, really, just to have it actually mesh with the rest of this.
