While the level-up process and stat system doesn't appear to be as deep as those you'll find in Elder Scrolls games, it does have its own unique flair. Skills aren't improved through repetition, but rather through gaining training or knowledge in the game. For example, we saw a low level character talk to a stable owner and learn that one of his friends could teach you a thing or two about riding mounts. We found him and after talking to him gained a skill level for horseback riding. In this way, players will have to seek out the right people and places to improve their character rather than simply rubber banding a controller and making your character swim into a wall for several hours while you go to lunch (admit it, you did it in Oblivion).
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Skills don't appear stat based either, though the rep we spoke to couldn't confirm that. A first level horseback rider can use mounts, but can't get them to go into a full gallop. Gain a few more levels and you'll be able to fight from the back of whatever steed you've found, of which there will be five varieties including horses and giant lizards. Likewise, the lock picking skill improves your chances of opening each level of lock to a certain percentage, without any apparent wiggle room based on stats.
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Every item can be improved up to class five, so your mundane items from the beginning of the game won't be totally worthless as soon as you find a new replacement.
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Unlike many other games of this type, any alchemical ingredients can be mixed. If your alchemy skill is at a higher level, you'll get a stronger version of the same potion you would have made without the sweet skills.
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Here you can see your standing with various guilds and groups found throughout the game, which may be more important than you think. Obviously, having good standing with a group of people will give you access to more important and higher reward quests, but it doesn't stop there. If you don't have a good enough standing, you certainly won't get an audience with a king or leader. Waltzing into a castle to talk with one of them will get you attacked in short order. Some entire towns may end up becoming off access to you if your reputation precedes you and those manning the gates don't like the cut of your gib.
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While the RPG aspects don't appear quite as deep as what we saw last year with Oblivion, Two Worlds is looking like a good candidate to deliver an epic game this spring.​