d20 Modernish Homebrew: Advice Welcome! (what would YOU change?)

[Rainbow Servant]

So, I've had an idea for a campaign setting knocking about in my head, but have been unable to find a good system for it. Long story short, I've decided to remodel d20 Modern for my own ends, and have enetered these hallowed halls of homebrew for some feedback.
It'll be a fairly extensive reworking, but the basics of the system should hold up. To outline what I'm keeping, the character creation process should go something like:

• Race
• Occupation/Background
• Base Class
• Skills, Feats, Talents

I'm doing away with Reputation and Wealth (probably).
Action Points are per day, but with a much smaller pool.

I have a few design goals in mind:
A) That any character concept should be playable.
B) All choices in your character's development should stay meaningful, for example talents should scale up, because really, +1 melee damage? Pffffffft.
C) General rebalancing, not quite so badly needed here as generic 3.5, but seeing as how I'm going to be greatly influenced by it, it's something to bear in mind.

More specific things I had in mind include (but are not limited to):
Races: going to make them setting specific, and slightly more equal. Will include a few minor abilities that scale with character level.
Base Classes: Warrior, Scholar, Trickster, Expert. I think that should cover the bases, and allow for enough variety, especially when advanced and/or prestige classes are added.
Equipment: Armour will be significantly changed.
Skills: Knowledge needs some going over. Expect the usual amalgamation of related skills (Stealth instead of Hide and Move Silently, etc).
Action Points: As has been noted, fewer APs, but they refresh. Used to power some talents, or for generic bonuses. I feel like they're ripe for some interesting options.
Magic: Will be included, in one form or another. Probably not the usual spell slot mechanic though.

(More) Edits to come, just wanted to get this up and running. But feel free to start sharing your opinions.

[Rainbow Servant]

More classes:

The WARRIOR

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THE WARRIOR
Abilities: Strength, Constitution
Hit Die: 1d12
Action Points: Warriors gain one Action Point per level.
Class Skills: The Warrior’s class skills (and the key ability for each skill) are:
Climb (Str), Concentration (Con), Intimidate (Cha), Jump (Str) and Swim (Str).
Also, the starting occupation selected can provide additional class skills to choose from.

Skill Points per Level: 4 + Int modifier
Starting Proficiencies:
Warriors begin play proficient with all Simple Weapons.

The WARRIOR
{table=head]Level|Base Attack Bonus|Fort Save|Ref Save|Will Save|Special|Defense Bonus

1st|

+1

|

+2

|

+1

|

+0

|Talent|

+1

2nd|

+2

|

+3

|

+1

|

+0

|Bonus Feat|

+2

3rd|

+3

|

+3

|

+2

|

+1

|Talent|

+2

4th|

+4

|

+4

|

+2

|

+1

|Bonus Feat|

+3

5th|

+5

|

+4

|

+3

|

+1

|Talent|

+3

6th|

+6

|

+5

|

+3

|

+2

|Bonus Feat|

+4

7th|

+7

|

+5

|

+3

|

+2

|Talent|

+4

8th|

+8

|

+6

|

+4

|

+2

|Bonus Feat|

+5

9th|

+9

|

+6

|

+4

|

+3

|Talent|

+5

10th|

+10

|

+7

|

+5

|

+3

|Bonus Feat|

+6

[/table]

Class Features
The following are class features of the Warrior.
Talents
At 1st, 3rd, 5th, 7th, and 9th level, the Warrior selects a talent from the following talent trees. Some trees have a set order that must be followed, while others provide a list to choose from. As long as the hero qualifies, he or she can select freely from any and all talent trees. No talent can be selected more than once unless expressly indicated.

Melee Skill Talent Tree [Melee, Weapon]
A Warrior gains increased proficiency with melee weapons. This is a passive talent tree.

• Melee Skill: The Warrior adds half his class level (rounded up) to all damage he deals with melee weapons. This damage is multiplied as normal on a critical hit.
• Improved Melee Skill: The Warrior adds half his class level (rounded down) as a competence bonus to attack rolls made with a melee weapon.
• Perfect Melee Skill: The Warrior adds half his class level (rounded down) as an insight bonus on rolls to confirm critical hits made with melee weapons.

Feats
At 2nd, 4th, 6th, 8th and 10th level, the Warrior gains a bonus feat. This can be any feat with a Strength or Constitution based pre-requisite, BAB pre-requisite or Fort Save pre-requisite, which must be met as normal.

The SCHOLAR

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THE SCHOLAR
Abilities: Intelligence, Wisdom
Hit Die: 1d6
Action Points: Scholars gain three Action Points per level.
Class Skills: The Scholar’s class skills (and the key ability for each skill) are: Knowledge (All, chosen separately) (Int); and Spellcraft (Int).
Also, the starting occupation selected can provide additional class skills to choose from.

Skill Points per Level: 8 + Int modifier
Starting Proficiencies:
Scholars begin play proficient with one Simple Weapon.

The SCHOLAR
{table=head]Level|Base Attack Bonus|Fort Save|Ref Save|Will Save|Special|Defense Bonus

1st|

+0

|

+0

|

+0

|

+2

|Talent|

+0

2nd|

+1

|

+0

|

+0

|

+3

| Bonus Feat |

+0

3rd|

+1

|

+1

|

+1

|

+3

| Talent |

+1

4th|

+2

|

+1

|

+1

|

+4

| Bonus Feat |

+1

5th|

+2

|

+1

|

+1

|

+4

| Talent |

+1

6th|

+3

|

+2

|

+2

|

+5

| Bonus Feat |

+2

7th|

+3

|

+2

|

+2

|

+5

| Talent |

+2

8th|

+4

|

+2

|

+2

|

+6

| Bonus Feat |

+2

9th|

+4

|

+3

|

+3

|

+6

| Talent |

+3

10th|

+5

|

+3

|

+3

|

+7

|Bonus Feat|

+3

[/table]

Class Features
The following are class features of the Scholar.
Talents
At 1st, 3rd, 5th, 7th, and 9th level, the Scholar selects a talent from the following talent trees. Some trees have a set order that must be followed, while others provide a list to choose from. As long as the hero qualifies, he or she can select freely from any and all talent trees. No talent can be selected more than once unless expressly indicated.

Scholarly Action Talent Tree [Skill]
A Scholar is able to apply his vast reserves of knowledge to the problem at hand, and is never at a loss for what to do. This is an active talent tree.

• Scholarly Action: By spending one Action Point, the Scholar may substitute the result of a Knowledge skill check for any one other action applying to a subject of that skill. The actions permitted by this talent include, but are not limited to, attack rolls, skill checks, caster level checks and saving throws. DM discretion is advised.
• Improved Scholarly Action: When the Scholar uses his Scholarly Action Talent, it applies until the start of his next round. Separate Knowledge checks are made for each action. Only one Knowledge skill may be used in each instance.
• Perfect Scholarly Action: When the Scholar uses his Scholarly Action Talent, he is no longer limited to only one Knowledge skill per instance.

Feats
At 2nd, 4th, 6th, 8th and 10th level, the Scholar gains a bonus feat. This can be any feat with a Wisdom or Intelligence based pre-requisite, skill rank pre-requisite or Will Save pre-requisite, which must be met as normal.

The TRICKSTER

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THE TRICKSTER
Abilities: Dexterity, Charisma
Hit Die: 1d8
Action Points: Tricksters gain two Action Points per level.
Class Skills: The Trickster’s class skills (and the key ability for each skill) are: Bluff (Cha), and Diplomacy (Cha).
Also, the starting occupation selected can provide additional class skills to choose from.

Skill Points per Level: 6 + Int modifier
Starting Proficiencies:
Tricksters begin play proficient with two Simple Weapons.

The TRICKSTER
{table=head]Level|Base Attack Bonus|Fort Save|Ref Save|Will Save|Special|Defense Bonus

1st|

+0

|

+0

|

+2

|

+1

|Talent|

+0

2nd|

+1

|

+0

|

+3

|

+1

| Bonus Feat |

+1

3rd|

+2

|

+1

|

+3

|

+2

| Talent |

+1

4th|

+3

|

+1

|

+4

|

+2

| Bonus Feat |

+2

5th|

+3

|

+1

|

+4

|

+3

| Talent |

+2

6th|

+4

|

+2

|

+5

|

+3

| Bonus Feat |

+3

7th|

+5

|

+2

|

+5

|

+3

| Talent |

+3

8th|

+6

|

+2

|

+6

|

+4

| Bonus Feat |

+4

9th|

+6

|

+3

|

+6

|

+4

| Talent |

+4

10th|

+7

|

+3

|

+7

|

+5

|Bonus Feat|

+5

[/table]

Class Features
The following are class features of the Trickster.
Talents
At 1st, 3rd, 5th, 7th, and 9th level, the Trickster selects a talent from the following talent trees. Some trees have a set order that must be followed, while others provide a list to choose from. As long as the hero qualifies, he or she can select freely from any and all talent trees. No talent can be selected more than once unless expressly indicated.


Feats
At 2nd, 4th, 6th, 8th and 10th level, the Trickster gains a bonus feat. This can be any feat with a Dexterity or Charisma based pre-requisite, ??? pre-requisite or Ref Save pre-requisite, which must be met as normal.