You might want to give HackMaster a go. It has one foot firmly rooted in the Old-Style or the original D&D, and one foot firmly planted in the present, blending many of the current innovations of gameplay. The game has been built from scratch, so everything plays very well together. The designers of the company are the brains behind the Kingdoms of Kalamar setting as well as the Knights of the Dinner Table comic/magazine.
There are over a dozen classes and a dozen races (6 of which are human variants). Every cleric is its own class, meaning the level bonusus, abilities, perks, and even spell lists for the Cleric of the Caregiver (healing) is greatly different than a Cleric of the Bear (druid-type). In the HM book, there are 13 clerics, but in future publications there will be a cleric class for each of the 53 gods.
The combat system is very fast flowing and runs on a second-by-seconds basis, so every player is always doing something. Combat is very simple. Most every roll is opposed. Attacker rolls 1d20+Bonus, Defender rolls 1d20-4+Bonus. Ties goes to defender. There are over a dozen optional advanced combat rules which, even if yo include them all, combat still get only takes less than a quarter of the time in most other round-/turn-based games.
Skills are percentage based. Mage spells use spell points. Non-memorized spells cost double, so regardless of the circumstance, a mage will always have access to his library of spells, unless he blows all of his points in the first battle.
It's a very low-magic setting, which you can ramp up is you so desire. The game world takes place on Tellene, which is the Kingdoms of Kalamar setting. 95% of the Fluff for Kalamar can be used for HM, so you can get books online cheap for this new game. Currently out, there is the Hacklopedia of Beasts (396 page Monster Guide) available in leather-bound full colour hardback (59.99) or PDF (39.99) as well as the Player's Handbook pre-order (400-page) for the same price. However, for a VERY limited time, if you preorder the HC book you get the PDF for free. The PDF is unavailable on its own right now. But trust me, it is gorgeous.
Any questions, just ask, or head over to the KenzerCo forums and check for yourself.