First things first, I think its important to state that myself and my group are gamers that like to RP, meaning we enjoy the RP aspect of D&D but at the end of the day we are all min/maxers who have spent a good deal of time with AARPGs and MMOs where we tried to eek the most out of characters as possible. As such I have Tweaked and rewritten a great many rules, some to enhance the RP aspect most to give power gamers something to get excited over (which really becomes apparent with my classes). I’ve taken a lot from 3.5 which is our preferred system but incorporated a lot from Iron Heroes, Everquest and World of Warcraft systems. I’ve also borrowed a bit from 5th, while we find it generally to simplistic in scope there are some features we do like from it, namely the way classes are set up.
My players have been after me to get this stuff out there for others to see as they are pretty happy with it so I thought Id go ahead and put one of my personal favorite revisions up and see the responses I got from it. Thanks for taking the time to have a look at it and please lemme know what you think Id love some constructive criticism!

One of the biggest things I liked most about D&D was skills. I really liked the idea of different characters being able to bring things to the group besides damage or healing. That being said, I always thought the way you gained skills or ranked them up seemed pretty lack luster. A couple of points you get to distribute amongst your skills when you level up just seemed boring and at least with my players (and there have been quite a few over the last 25 years or so) never seemed to matter much to them.
So borrowing a minor rule from Everquest concerning their tradeskills I sat down and came up with the following system, which in turn has not only replaced the skill system but also heavily impacted how attack rolls are calculated which Ill get to towards the end.
So for the most part the skills themselves have remained pretty well intact. It’s the way they are advanced that has underwent a change making them more dynamic in my opinion, skills now gain new ranks through actual use and the players must actually challenge their characters to continue gaining ranks in them for the most part.

Skill Ranks
A character’s number of ranks in a skill begins at 0. In order to increase the number of ranks your character has, you need to successfully make three skill checks (5 for a cross-class skill) of a challenging nature. In this case, “challenging” means that the check DC must have been equal to at least 14+ the character’s current skill rank. For example, if Delyth wishes to raise her Bluff skill from 4 ranks to 5 ranks. She must accumulate 3 success on checks each with a DC 18 or greater. A character may have a maximum of their level +3 ranks in any one skill.
A result of a natural 20 on a skill check always counts as a success to advance in skill ranks.

Now this is the basic change made to how skills rank up and has been pretty well received, the players feel like they have earned something and I’ve noticed them actually making a point to use skills more often to get new ranks in them. To me however the next change is one of my favorite.
In Unearthed Arcana the basic weapon proficiencies feat is broke down into small group feats to provide a little more flavor to the character by giving them a small group of weapons that share traits with one another. I’ve taken this idea (which I liked quite a lot) and turned each group into a skill. I’ve taken all the base attack bonuses out of the classes and made it reliant on a skill. The benefit of this is two fold, it frees up some feat slots if a player wishes to gain access to a new weapon they didn’t begin with the feat for and the player actually gets to experience their character getting better (in a way that feels natural than boom there it is), and allows characters a wider range of weapons if all they have to do is pick up a new weapon and use it to get better. But at the same time encourages them to really think about whether changing to that new magical Warhammer is really worth starting over learning a new weapon over. A touch of realism, as I expect the way a sword is meant to be wielded is different than that of a mace.
As you may notice each of the groups are either power or finesse based which determines if they use Str or Dex as their ability modifier.

Weapon Group
(Varies)
Skill Group: None
Check: Weapon group skills at its simplest, establishes a small list of skills allowing characters to use a small number of weapons with proficiency. A weapon skill represents practice or natural aptitude a character has with the weapon type.
As you become more skilled with a weapon group you become more skilled with all the weapons of that group gaining the following benefits:
1-3 ranks: The penalty for using the weapons of this group, are reduced by 1 per rank.
4 ranks: (Proficiency) You become proficient with the weapons of this group and no longer suffer -4 to their use.
5-30 ranks: each rank provides a +1 to your attack roll.
Action: When making an attack roll, you use the following formula to determine your attack bonus, if any:
Weapon Skill Modifier + Size Modifier = Attack Bonus.
Special: When using any weapon, the character is not proficient (4 ranks or more in its weapons group) with they suffer a -4 to its use. Some weapons appear in more than one category, if this is the case, then the manner of use should be considered to determine the skill bonus to the attack. For example, the short spear appears in several categories, if it is thrown then its skill is the finesse based thrown one handed group. If it is wielded in melee it would fall into spears and lances.
When making an attack any time your d20 lands on 20 you may count that as a success towards ranking up your weapon group’s skill, regardless of whether or not, the attack succeeds or exceeds the targets Def by 4 or more.
Take 10/20: No.
Challenges: See Chapter 8: Combat

Weapon Group: Axes, One-handed
(Power)
You understand how to use axes and axe-like weapons.
Benefit: You may add your skill bonus with this group to your attacks made with the following: Axe, Double; Axe, Hand; Axe, War; Military Pick

In the interest of space I’ve only included one of the skill groups for weapons, there are quite a few. And I do think its worth mentioning that amongst the weapon groups are also list some spell groups, so wizards and such now make an attack roll to hit with (mostly) their direct damage type spells cause lets face it in the movies, literature and other outlets of fantasy the heroes and villains are always dodging out the way or blocking them some other way and it feels more epic for the players, and it gives the magic using players the ability to critical hit with their spells. Below is listed a table that gives the bonus to hit from the skill ranks to the character’s attack roll up to level 30 (our classes all go to level 30). Now the bonuses given below doesn’t take into account ability score modifiers, though those have been reduced to a closer to 2nd edition number (in an attempt to lower numbers across the board as power gamers that they are my players seem to always have ridiculously high attack bonuses).
Level 1 1 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
Ranks 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
+Hit -3 -2 -1 +0 +1 +2 +3 +4 +5 +6 +7 +8 +9 +10 +11 +12 +13 +14 +15 +16

Level 18 19 20 21 22 23 24 25 26 27 28 29 30
Ranks 21 22 23 24 25 26 27 28 29 30
+Hit +16 +16 +16 +16 +16 +16 +16 +16 +16 +16

Speaking of Critical hits, the old system was also revamped. Now in order to score a critical hit a character needs to roll 10 or higher on their attack roll to score a critical hit (this number can also be modified through feats and class abilities but the baseline is 10). It always felt like a critical hit was the result of a “lucky blow”, where as this, at least to me feels more like the product of a skilled strike. And as a perk allows the players to mow through cannon fodder monsters (which lets face it laying low one of the villains mooks in a single blow is always fun).
Well I think I’ve rambled enough, I look forward to seeing what you all think, thanks!