I've never gotten around to playing it, but Earthdawn always struck me as a game that tried to do D&D from a different angle.
It's sort of class- and level-based, but this aspect works in reverse from D&D. In D&D, you get XP which you put in a big pile and when you've gotten enough you gain a level which makes you better at various stuff. In Earthdawn, your class ("Discipline") gives you access to various Talents (explicitly magical abilities, though they range in actual effect from being rather mundane skills to Special Cool Moves), and you spend XP ("Legend Points") to improve those talents. When you've improved them enough, you qualify for training for the next level ("Circle") in your Discipline, which gives you access to new Talents.
The setting was originally conceived as a Shadowrun prequel – where Shadowrun is the "Sixth World", where magic is on the rise, Earthdawn is the "Fourth World", taking place in the pre-historic time when the world last had strong magic. It turns out that when the magic level is too high, Horrors from the astral plane and beyond can enter our world and eff things up, and when that happened people hid away in "kaers", large magically reinforced underground cities (think Fallout Vaults, but made with magic). A significant portion of these failed, allowing the Horrors in to murderdeathkill (or worse) everyone and creating an in-setting reason for why there are underground complexes here and there with a lot of monsters and traps guarding vast wealth. The magic levels have passed their peak but for some reason stopped falling a century or two ago, so people have emerged from the successful kaers and are now rediscovering their world in the wake of the Scourge.
Oh, and the focus of the game is on a region called Barsaive, which is essentially where Ukraine is today.