thanks kya (and thanks others too) as you make a point i had not considered, i assumed the later battles would be too hard if i had not max-XP'd the whole time. If I max level prior to the end of the game then maybe the XP grind is not as important as I thought. I do enjoy being slightly ahead (equal or a level above typical foes) because it makes for more fun in the battles for me. you are also right that loot in my 1st play through was so plentiful that i stopped picking up every single thing after awhile, in my 2nd party i have been less focused on loot/gold. such a fun game and i appreciate everyone's response to my question to help me get the most out of my gaming experience. thanks all!