Games of Various Genres That Have Strong RPG Elements

[Xeogred]

I wouldn't really count Bioshock, but certainly the first System Shock. Ultima Underworld 1-2 are also the earlier games that heavily inspired SS/Deus Ex, etc. Arx Fatalis is a newer one that was supposedly a spiritual successor to Ultima Underworld, it looks pretty cool, haven't played it yet myself though.

[CatchFiveBats]

Arx Fatalis is a newer one that was supposedly a spiritual successor to Ultima Underworld, it looks pretty cool, haven't played it yet myself though.

I've played Arx Fatalis briefly on Xbox, it was awesome. Felt more old-school adventure-y to me than RPG, but there were still a hefty amount of RPG elements involved. Also felt a bit unpolished, but that was surely the fault of it being a console port of a PC game.

[Xeogred]

Arx Fatalis is a newer one that was supposedly a spiritual successor to Ultima Underworld, it looks pretty cool, haven't played it yet myself though.

I've played Arx Fatalis briefly on Xbox, it was awesome. Felt more old-school adventure-y to me than RPG, but there were still a hefty amount of RPG elements involved. Also felt a bit unpolished, but that was surely the fault of it being a console port of a PC game.

Yup, I don't really take sides with the PC vs console thing (I mean heck I played Deus Ex like five times originally on the PS2), but yeah it definitely looks like a game best played on the PC. After playing Deus Ex on the PC I can't go back, and imagining SS2 on a console with that inventory management would be a nightmare, lol.

It's up on GoG for real cheap by the way, I was planning on getting it whenever I finish Ultima Underworld.

[SwooshBear]

Paper Mario isn't an Rpg?

Super Paper Mario (Wii) is more of a platformer, but has some of the elements of the other Paper Mario games.

Oh, I've only played Thousand Year Door. Super Paper Mario sounds more interesting now...

[wootcube]

Ratchet and Clank! (PS2) The level-up/exp system is overshadowed by the adventure elements, but they're definitely there.

[CatchFiveBats]

Yup, I don't really take sides with the PC vs console thing (I mean heck I played Deus Ex like five times originally on the PS2)

Preaching to the choir there haha, I played Deus Ex AND Half-Life on PS2 and liked them both just fine

[Gamerforlife]

I think Red Earth is nice example of a 2-D fighter with rpg elements. Possibly the only one. Actually, Darkstalkers 3 on the Playstation had an Original Character mode where you took a character, named them, modified their color palette, then basically went through arcade mode with only one life bar(which was challenging). After going through it a few times, various attributes would level up like power and health. It was possible to take a low tier character through Original Character mode a few times and make him or her immensely powerful. Best use of rpg elements in a 2-D fighter that I have seen

Dynasty Warriors gets torn to shreds by reviewers in the States, but the games sell like crazy in Japan and they are basically beat'em ups, but with a lot of rpg elements. Levels, stat boosts, hidden items and equipment, etc. It's the rpg elements that make each game a real time sink if you want to do everything. I also loved how The Lord of the Rings:Two Towers and especially The Lord of the Rings:Return of the King on PS2/Xbox/Gamecube fused rpg elements with hack n slash action.

Panzer Dragoon Orta-Collecting certain items levels up whichever dragon form acquires it. This factors into the game's strategy as you weight the pros and cons of leveling each form

The Mass Effect series has pretty much become a third person shooter/rpg hybrid. With Mass Effect 1 and 2 each leaning a bit more heavily in one direction or the other. They're not really retro though I guess. If we are allowed to mention modern titles though, I also would bring up Dead Rising which is survival horror/beat'em up/rpg in my eyes. The rpg aspect really comes down to the ability to level Frank up, which drastically improves his performance over the long run

I'm not sure what one would categorize Viva Pinata as, but it has lots of rpg elements to it. Your character is always leveling, and the game offers more options and really opens itself up more and more the higher your level

I thought I'd have more examples but I'm drawing a blank

[Rurouni_Fencer]

WarTech: Senko no Ronde

It's a fighting game/shmup hybrid made by G.rev. It was released in 2007 on XBox360.

Two players fight each other from top-down and isometric perspectives using giant robots called Rounders. The game can be described as a fighter/shmup mashup, with elements of 2D fighters mixed with modern top-down shooters. An accurate description would be "a 2D version of Virtual On" mixed with shmup boss encounters and modern danmaku patterns. Due to its close ties with Virtual On's mechanics, several of its strategies can also be applied to this game as well.

[Ack]

I think Red Earth is nice example of a 2-D fighter with rpg elements. Possibly the only one.

It's not, there are a few other fighters based around leveling up characters, like Power Moves on the SNES (Deadly Moves on the Genesis), though I definitely wouldn't recommend playing that, as it's pretty horrendous. It did allow you to pick who you fought against though, so you could focus on specific stat upgrades. You had to beat everyone at least once to fight the final boss too.

Also, to add to Gamerforlife's mention of Dynasty Warriors, there's Fist of the North Star: Ken's Rage, Samurai Warriors, Ninety Nine Nights, and the Sengoku Basara games (not including Sengoku Basara X, which was a 2D fighter). The first one of that last series was released in the US under the name Devil Kings. All of these games have a great similarity to Dynasty Warriors...which isn't saying much, as Koei developed or produced the first two titles I mentioned.

[Anapan]

I can think of a few games with purchasable upgrades and life bars. RPG elements aren't that strong, but they are kinda there...
One Must Fall 2097 - DOS, Fighting
Tyrian - Various, Shmup
Raptor - DOS, Shmup
lords of thunder - TGCD & SCD, Shmup
UN Squadron - various, shmup