Well, firstly, if I ruled the world, 4th edition would still be a long way off, since I don't see any need for it, nor much by way of benefit. However, it's likely that 4th edition is not too far away (I would be surprised if we get to 2006 without a clear release date being announced). It's also likely that 4th edition will remain based on much the same system as is currently used, that it will integrate miniatures even more tightly with the rest of the combat system, and that it will continue to use the d20 license scheme (all for money reasons - omit the first, and you're suddenly competing with a fairly huge and well-established d20 market with a high level of rules understanding amongst the player base, adding the second allows Hasbro to sell huge numbers of miniatures, and omitting the third has much the same effect as omitting the first. Basically, d20 has been very good for D&D and for Wizards, and they would be foolish to throw that away. However, I would not be remotely surprised to see a further tightening of the license.)
Anyway, with those assumptions in place, there are some changes I would incorporate into the system if I was running the show. As is my wont, these are mostly involved with character management - I think the game actually runs mostly fine as-is, and that the spells and monsters are basically fine.
Races: Ditch the 'weapon familiarity' for dwarves and gnomes. Replace the elven proficiency feats with the equivalent weapon group proficiencies.
Classes: Rename the barbarian to berserker, and remove the illiteracy penalty. Remove the multiclass restrictions from monks and paladins. Remove the druidic medium armour proficiency, but allow them to wear metal armour. Add several new classes, including a core-class assassin based on the existing prestige class, a sorcerous cleric, and perhaps a skill-based cleric class. Transform the rogue's trapfinding class feature into a feat that all rogues get for free at first level. Likewise the assassin's ability to use poison safely.
Something needs to be done with multi-class spellcasters. What I suggest is that each class (including non-magical classes) adds a small caster level bonus at each level. This does not give any extra spells per day, or spells known. However, it does add to the level-based effects of the wizard's existing spells. (So, a wizard 6/fighter 4 might be able to throw fireballs that do 7d6 points of damage, or whatever.)
Prestige Classes: I would love to see these removed. Alas, it will never happen.
Skills: Three changes here. Firstly, once a skill becomes a class skill, it is forevermore a class skill for that character. Secondly, each class will have a fixed list of class skills, and another list of 'favoured skills'. During character creation, the player will choose a subset of the favoured skills to become class skills for that character. Choosing a non-favoured skill would also be allowed, but would cost double.
Multiclass characters would, naturally, gain access to any of the class skills of their new class that aren't already class skills. In addition, if they switch to a more skilled class, they would get a small number of additional choices from their favoured skills list. (So, if the rogue list has 10 core and 10 favoured skills, of which the rogue chooses 8, and if the fighter has 6 core and 4 favoured skills, of which he chooses 2, then a fighter who becomes a rogue will gain any of the rogue core skills that aren't already class skills, and a further 6 choices from the rogue favoured skill list.)
Add a 'run' skill that is used to increase your speed above twice your base rate. This would be used during chases. This would be based on Dex, and would apply the armour check penalty.
Feats: More feats needed! Since I want rid of prestige classes, the more feats are available, especially to fighters, the better. However, there are some particular changes and additions that I'd like to see made.
Trapfinding and Poison Use should be feats, as indicated above. I would like to see Exotic Armour Proficiency added (more on that later). Additionally, I'd like to see the application of the weapon group proficiencies from Unearthed Arcana. So, rather than Martial Weapon Proficiency granting the use of a single weapon, it might grant the use of all bows, and so forth. Corresponding to this, feats like Weapon Focus, Improved Critical and the like should also apply to all weapons in a group, and not to a single weapon. In effect, this is a marginal increase in the power of a fighter, since at most he can use two weapons at a time.
One change from Unearthed Arcana is that those groups that are currently part of the Simple Weapon Proficiency feat should all remain under the control of that single feat. Simply put, these weapons are inferior to the martial weapons, and so should be easier to master.
Description/Alignment/Etc: Add the rules for Reputation and Action Points. Otherwise, leave these areas as-is. And, yes, keep alignment.
Equipment: Add exotic armours, as described in Arcana Unearthed. These can include ultra-heavy armour, but also spiked armour, and whatever else I could come up with. Add dire and ultra-light weapons, again as described in Arcana Unearthed.
To give the short version: Dire weapons cost +300 gp, make the weapon Exotic, but grant +2 damage. Ultra-light also cost +300 gp, make the weapon Exotic, and cause the weapon to be considered one category smaller.
Add one more category of weapons, the over-size weapons. These are basically two-handed weapons, but bigger. In order to wield these at all, you require the Exotic Weapon feat, and even then take a -4 penalty to attack rolls. However, either by gaining the Monkey Grip feat, or making the weapon ultra-light, it can be used two-handed without penalty. With both feat and ultra-light weapon, it can even be used one-handed, with a -4 penalty to hit.
(Monkey Grip, under this system would require Exotic Weapon Group Proficiency feat, and allow two-handed weapons to be used one-handed with a -4 penalty to attack rolls.)
As an option in the DMG, offer a wealth bonus system for buying equipment, as used in d20 Modern. Note, however, that this drastically changes the tenor of the game, since you would then be unable to run a simply game of hunting for treasure. (Yippee! We found a +4 treasure!)
And that's pretty much it.
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