Not bad for a short little game, I have played worse, and would definitely play a continuation or longer/fuller version of this. The story and characters were simple and interesting enough.
Balance could use some work, unless that is what you were going for. Early game I was having to constantly save after every fight because enemies would 1-2 shot me. Late game I was then 1-2 shoting the enemies so it just became more of a nuisance whenever I ran into them.
The rests seemed kind of pointless. It would have been nice to have a dark souls "respawn at bonfire" mechanic rather than straight gameover. Plus since leveling up full healed you I never really needed the healing from the rest spots anyways.