It's no secret that I played a lot of 3rd/3.5 D&D. There were a lot of things that I liked about the system, but there was no denying that it had some major issues that tended to make it unplayable at mid- to high-levels. When Wizards of the Coast released 4th edition, it was very clear that wasn't a game that appealed to me or the group I play with.
For a while, we were really excited about Pathfinder, and we participated in the Alpha and Beta tests. Unfortunately, any time we expressed a concern about the underlying problems with the 3.5 system, the developers of Pathfinder opted to ignore those issues in the name of 'backward compatibility'. At the same time they made a lot of additional changes that weren't really compatible, and just appeared to be change for the sake of change. While we gave Pathfinder a serious try, it became clear that Pathfinder wasn't going to be the Holy Grail in gaming for us.
With nobody willing to build a game that met our needs/wants (even though we were willing to throw money at them), we eventually resorted to making our own game. We started with the things that we liked about 3rd edition, but we made a lot of changes to the fundamentals to build a game that does what we want. While it has been and continues to be an ongoing work in progress, it's been in a stable form for four years with minor tweaks and changes. I believe that the game is better than D&D 3.0/3.5 and if you liked those games, you'll love this game.
If you're interested in trying it, please PM me and I will share the rules with you. My request is that you not share them more broadly. As this is a collaborative effort it is important that this isn't broadly shared. Heck, maybe one day we'll launch it as a real product and inherit the mantle of world's most popular Role-Playing Game.
Here is a short overview of the major differences between our game and D&D 3.5:
1) We have fewer classes, but each class is more customizable. In D&D, there weren't always major differences between classes like Ranger and Fighter - they each had some different selectable abilities, but they also had a lot of similarities. We built a few classes around unique abilities that make that class fun to play; then we made lots of selectable abilities that let you customize that class. I believe that you can build just about any character concept you've seen in 3.x with the system we've built.
2) Every class has access to magic, if they want it. The issue with 'linear warriors/quadratic wizards' is pretty well documented in 3.x. Simply put, non-magical characters didn't have meaningful abilities relative to caster peers at high level. In our system, there are two classes that have the best access to magic as part of their class - it's what makes them unique and special. But every character can learn a few spells - if you want to be a rogue that has access to invisibility, but don't want to take multiple levels of wizard, you can do that. If you want to be a warrior that has the ability to create an aura of flame, but don't want dozens of other spells, that's possible, too. This also makes it very easy to create hybrid style classes - the things in 3.x that had spells, but possibly only at high levels.
3) There are more abilities that make combat tactically interesting. In 3.x, at high levels martial characters wanted to use a full-action to attack multiple times. That promoted relatively static combats where two characters were standing toe-to-toe and slugging it out. We wanted more dynamic combats with a cinematic feel. We've made a number of changes to the way actions and reactions work to create the feeling we felt 3.x was missing within encounters.
There are MANY changes - it is VERY DIFFERENT than 3.x - but at it's core it builds on the things that we liked best about 3rd edition. I think you'll think so too. Best of all, it's organized and easily digested. It doesn't have any fancy art, but it's playable as written. So if that sounds like something you'd like to take a look at, let me know.