Middle-earth: Shadow of Mordor

You do gain XP, level up, unlock skills. Some of your enemies will also level up depending on how the game unfolds. The combat system is ripped straight from the Batman series minus the gadgets down to the "8 hit combo into finisher with Circle+Triangle", as well as the sneak mode letting you see the enemies through walls. The game is a mix of Batman with LOTR lore. I don't find the controls to be that wonky like Pop does though.