Looking for an awesome medieval free roamer?

I've played Oblivion and it was fun for a while but now i just see everything that is wrong with it (eg, the levelling system is shockingly bad, the faces don't look human, quests are boring, repetitive and uninventive). I'm looking for a medieval game that has detailed combat, creative use of creatures and scenery, good levelling system, good magics, and with extras like being able to kick off walls and climb up on ledges. Anyone know anything that comes close?