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[dkw]

I have played D20 Modern, and despite its jump away from the standard copy of D&D, I still feel D6 Adventure is a step above.

The reason none of what I mentioned is game breaking is (compared to D&D):
No Class / Level System
No Base Attack
No Fortitude, Reflex, Will Saves (Defense for 4th Edition)
No Armor Class
No Hit Points (if you choose Wound Levels)
No Useless Experience Points

The big thing is NO CLASS SYSTEM. Without that, it opens up nearly endless customization of characters. You can make anything and everything you have ever wanted because you don't need to confrom to a pre-set belief of what Wizards are, Fighters are, Street Thugs are, etc.

I have played D&D a long time, and played with some hardcore D&D people. After just 1 session playing with this system, they feel that they are playing their characters MORE and doing LESS math and bookkeeping. They feel MORE connected to their characters because they could customize them any way they wanted at creation instead of forcing their idea into a pre-made mold.