I love 3ed. Modularity is awesome. I can understand the complaint that 3ed went a little too far with it (which is why I'm glad that 4ed allows you to progress in your race at the same time as your class) but keeping core abilities of general classes available to the 'public' so to speak has been great for me in building unique and interesting NPCs as a DM, as well as PCs as a player. Don't understand people who complain that the rules are 'chafing', either. The rules are only really restrictive in combat, which is the only time they *need* to be. Everything else comes down to how clever the player and the character are with their roleplay.